TCR_Public/071107.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 7, 2007, Vol. 11, No. 264

                             Headlines


ACA ABS: Moody's Junks Ratings on Five Note Classes
ACA ABS: Moody's Junks Ratings on Three Note Classes
ACA AQUARIUS: Moody's Junks Ratings on Two Note Classes
ACCURIDE CORP: Moody's Holds B1 Corporate Family Rating
ADAMS SQUARE: Moody's Junks Ratings on Three Note Classes

ADVANCED MARKETING: Wants Until Nov. 30 to Decide on Lone Lease
AIR MARSHALL ISLANDS: Grounded Planes May Lead to Bankruptcy
ALTERNATIVE LOAN: $62,632 Write-Down Cues S&P's Default Rating
APRIA HEALTHCARE: Commences $265 Mil. Offering of Senior Notes
APRIA HEALTHCARE: S&P Rates Proposed $265MM Senior Notes at BB-

ASSET BACKED: Fitch Rates $30 Mil. Class B-1 Certificates at BB+
ATHLETES WORLD: Files for Bankruptcy Protection Under CCAA
AUTOMOTIVE GLASS: Aggressive Fin'l Profile Cues S&P's "B+" Rating
BALLY TECHNOLOGIES: S&P Lifts Credit and Debt Ratings to B+
BARNERT HOSPITAL: Files Schedules of Assets & Liabilities

BARNERT HOSPITAL: Taps Fox Rothschild as Special Labor Counsel
BARNERT HOSPITAL: Taps Steven Finkelstein as Collections Counsel
BEAR STEARNS: Moody's Takes Rating Actions on 18 Deals
BEAZER HOMES: Expects $230 Million Pre-Tax Charges for 4th Quarter
BIEHLER COMPANIES: Jim Biehler's Group Ponders a Buyout

BLUE EDGE: Moody's Cuts Ratings on Three Note Classes to Low-B
BOHUMIR MARIK: Case Summary & 14 Largest Unsecured Creditors
BOSTON SCIENTIFIC: Selling Cardiac & Vascular Biz for $750 Mil.
BROOKVILLE CDO: Moody's Junks Ratings on Two Note Classes
C-BASS CBO: Moody's Cuts Rating on $10 Mil. Class D Notes to Ba2

CAIRN MEZZ: Moody's Cuts Ratings on Four Note Classes to Low-B
CATHOLIC CHURCH: Judge Adler Dismisses San Diego's Chapter 11 Case
CETUS ABS: Moody's Junks Ratings on Five Note Classes
CETUS ABS: Moody's Junks Ratings on Three Note Classes
CETUS ABS: Moody's Junks Ratings on Two Note Classes

CETUS ABS: Moody's Downgrades Ratings on Two Note Classes to Low-B
CII CARBON: Prices $235 Million Senior Subordinated Bonds
CITIUS II: Moody's Cuts Rating on $19 Mil. Class D Notes to Ba3
COGNIGEN NETWORKS: Buying Commission River Thru 16 Million Shares
COLDWATER CDO: Moody's Cuts Rating on Class C Notes to B1

COLUMBUSNOVA CLO: S&P Puts 'BB' Prelim Rating on $11.25 Mil. Notes
COUNTRYWIDE FINANCIAL: Extends Stock Options for Eight Executives
DELPHI CORP: Equity Panel Balks at Disclosure Statement Changes
ENERGY PARTNERS: Completes Exchange Offer for Senior Notes
FEDERAL GYPSUM: Court Approves $1.5 Million DIP Financing

FEDERAL-MOGUL: Plan Proponents Incorporate Insurer Settlements
FORD MOTOR: UAW Members to Vote on New Labor Pact on Sunday
FORD MOTOR: S&P Retains 'B' Rating Under Positive CreditWatch
GEMSTONE CDO: Moody's Junks Ratings on Three Note Classes
GENERAL MOTORS: Expects $39 Billion Non-Cash Charge in 3rd Quarter

GEORGE COOK III: Case Summary & 11 Largest Unsecured Creditors
GMAC COMMERCIAL: Adequate Credit Support Cues S&P to Hold Ratings
GRAHAM PACKAGING: Sept. 30 Balance Sheet Upside-Down by $616 Mil.
GREG JAMES: Case Summary & 20 Largest Unsecured Creditors
GSC ABS: Moody's Junks Ratings on Three Note Classes

GULF STREAM: Moody's Junks Ratings on Four Note Classes
GUS PAPASTEFANOU: Case Summary & 17 Largest Unsecured Creditors
HABERSHAM MILL: Case Summary & 15 Largest Unsecured Creditors
HIGHRIDGE ABS: Moody's Cuts Ratings on Two Note Classes to Low-B
IAC/INTERACTIVECORP: Earns $71.7 Million in Third Quarter 2007

IAC/INTERACTIVECORP: Plans to Split Into Five Public Companies
IAC/INTERACTIVECORP: Planned Separation Cues S&P to Cut Rating
INDYMAC BANCORP: Declares $0.25 Cash Dividend in 4th Quarter
INDYMAC BANCORP: Posts $202.7 Million Net Loss in Third Quarter
INDYMAC ABS: Fitch Junks Ratings on $35.1 Mil. Cert. Classes

INNOTRAC CORP: Court Extends IPOF Stock Trading Restriction
IWT TESORO: Can Get $3.3 Mil. DIP Financing from Bank of America
IWT TESORO: Court Okays Mahoney Cohen as Panel's Financial Advisor
JAMES RIVER: Posts $9.7 Million Net Loss in Quarter Ended Sept. 30
JP MORGAN: S&P Affirms Ratings on 19 Certificate Classes

KAMP RE: S&P May Assign Default Rating on $190 Million Notes
KEFTON CDO: Moody's Junks Ratings on Three Note Classes
KENT FUNDING: Moody's Cuts Rating on $11 Mil. Class D Notes to Ba3
KESSEL'S COLLECTIBLES: Mulls Business Closure on January 2008
KEY ENERGY: Moody's Places Corporate Family Rating at Ba3

KEY ENERGY: S&P Assigns 'B+' Credit Rating with Stable Outlook
KI SON: Case Summary & 11 Largest Unsecured Creditors
LATAONE INC: Case Summary & 19 Largest Unsecured Creditors
LEXINGTON CAPITAL: Moody's Junks Ratings on Two Note Classes
LIBERTAS PREFERRED: Moody's Cuts Ratings on Two Notes to Low-B

LIBERTAS PREFERRED: Moody's Junks Rating on Class VIII Notes
LONG HILL: Moody's Assigns Low-B Ratings on Two Note Classes
LUNAR FUNDING: Moody's Lowers Rating on 25 Million Notes to Ba2
MARCOS GARCIA: Case Summary & 11 Largest Unsecured Creditors
MAXIM HIGH: Moody's Cuts Ratings on Two Note Classes to Low-B

MCMORAN EXPLORATION: S&P Junks Rating on Proposed $400 Mil. Notes
MERRILL LYNCH: S&P Lowers Ratings on 20 Certificate Classes
MYSTIC POINT: Moody's Junks Rating on $6 Million Class E Notes
NATIONAL EASTERN: Court OKs Chorches & Novak as Bankruptcy Counsel
NEPTUNE CDO IV: Moody's Junks Rating on Class E Notes

NEPTUNE CDO V: Moody's Junks Ratings on Three Note Classes
NEUMANN HOMES: Bank Wants Stay Lifted to Secure Collateral
NEUROBIOLOGICAL TECH: Completes $60 Million Common Stock Offering
NEW CENTURY: Court Expands O'Melveny Retention to Include NCWC
NEW CENTURY: Court Fixes December 14 as NCWC's General Bar Date

NEW CENTURY: Moves 2007 Annual Meeting of Stockholders to December
NEW YORK RACING: Wants $1.6 Billion Tax Dispute With IRS Settled
NRG ENERGY: Commences Cash Offer for $4.7 Billion of Senior Notes
NEW YORK DELI: Case Summary & 15 Largest Unsecured Creditors
OFFICEMAX INC: Improved Credit Metrics Cues S&P's "BB-" Rating

OPEN TEXT: Earns $7.8 Million in First Quarter Ended Sept. 30
PACIFIC LUMBER: Judge Houser Appointed as Mediator
PALMER ABS: Moody's Cuts Ratings on Two Note Classes to Low-B
PEABODY ENERGY: Completes Spin-Off of Two Coal Assets & Operations
PLAYLOGIC ENTERTAINMENT: Closes $12.3MM Equity Private Offering

POGO PRODUCING: Amends Tender Offer for Series of Senior Notes
POLYMER GROUP: Plans to Sell 5.5 Million of Class A Common Stock
QUAKER FABRIC: Court Okays J.H. Albert as Insurance Consultants
ROCKFORD PRODUCTS: Can Use Lenders' Cash Collateral Until Nov. 16
ROYCE BERNARD: Case Summary & 20 Largest Unsecured Creditors

SAINT AGNES: Case Summary & 11 Largest Unsecured Creditors
SEMCO ENERGY: Cap Rock Deal Cues Moody's To Take Rating Actions
SENTINEL MANAGEMENT: Panel Hires Trumbull as Communications Agent
SINGA FUNDING: Moody's Cuts Ratings on Three Note Classes to Low-B
SOLSTICE ABS: Negative Credit Migration Cues S&P to Lower Ratings

SOLUTIA INC: Wants $713 Million Environmental Claims Reclassified
SOUTH COAST: Moody's Cuts Rating on $5 Mil. Class E Notes to Ba2
SOUTH COAST: Moody's Junks Ratings on Three Note Classes
SUN MICROSYSTEMS: Earns $89 Million in 1st Quarter Ended Sept. 30
TABS 2006-5: Moody's Junks Ratings on Five Note Classes

TABS 2006-6: Moody's Junks Ratings on Six Note Classes
TECHNO COMPEX: Case Summary & Two Largest Unsecured Creditors
THERION BIOLOGICS: Foreclosure Sale of IP Slated for November 20
TRICADIA CDO: Moody's Reviews "Ba1" Rating on Class B-2L Notes
URS CORP: Amends Pact with WGI to Raise Merger Consideration

VERTICAL VIRGO: Moody's Cuts Ratings on Five Note Classes to Low-B
VESCOR DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
VISION-CASTLE HILLS: Case Summary & 21 Largest Unsecured Creditors
VISION DEVELOPMENT: Wants to Access CORUS Bank's Cash Collateral
VOLANS FUNDING: Moody's Junks Ratings on Three Note Classes

WELLCARE HEALTH: Earns $72.4 Million in Third Qtr. Ended Sept. 30
WESTAR ENERGY: Earns $91.5 Million in Third Quarter Ended Sept. 30
WISCONSIN AVENUE: Fitch Holds B Rating on $1.2MM Class C Certs.
WR GRACE: Asbestos PI Committee & FCR File Reorganization Plan

* Beard Group Announces New Audio Conference for November 15
* Hunton & Williams Adds David Wiles & Timothy Ryan as Partners
* Michael Cole Named as Alvarez & Marsal's Managing Director
* Thacher Proffitt Names V. Gerard Comizio as Chair of Trust

* Non-Deferment of Dividend No Effect on Prior Ratings, Fitch Says
* S&P Lowers Ratings on 46 Tranches from Nine CDO Transactions

* Upcoming Meetings, Conferences and Seminar


                             *********

ACA ABS: Moody's Junks Ratings on Five Note Classes
---------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by ACA ABS 2007-1 Ltd.

   -- $930,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: A1, on review for possible downgrade

   -- $125,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $198,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Baa3, on review for possible downgrade

   -- $72,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: Caa1, on review for possible downgrade

   -- $30,000,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa1

      Current Rating: Caa2, on review for possible downgrade

   -- $40,000,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Caa3, on review for possible downgrade

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

   -- $22,500,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3

      Current Rating: Ca

   -- $22,500,000 Class C Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Ba2

      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 asset-
backed securities.


ACA ABS: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by ACA ABS 2006-2, Limited.

   -- $460,000,000 Class A-1LA Floating Rate Notes Due January
      2047

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Baa3, on review for possible downgrade

   -- $102,000,000 Class A-1LB Floating Rate Notes Due January
      2047

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: B3, on review for possible downgrade

   -- $72,000,000 Class A-2L Floating Rate Notes Due January
      2047

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

Moody's also announced that it has downgraded these notes

   -- $29,000,000 Class A-3L Deferrable Floating Rate Notes Due
      January 2047

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Ca

   -- $45,000,000 Class B-1L Floating Rate Notes Due January
      2047

      Prior Rating: B3, 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 ABS's.


ACA AQUARIUS: Moody's Junks Ratings on Two Note Classes
-------------------------------------------------------
Moody's Investors Service placed these notes issued by ACA
Aquarius 2006-1, Ltd. on review for possible downgrade:

   -- $1,266,000,000 Class A1S Variable Funding 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:

   -- $255,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Aa3, on review for possible downgrade

   -- $177,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Baa1, on review for possible downgrade

   -- $80,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2046

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Baa3, on review for possible downgrade

   -- $17,500,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Baa1, on review for possible downgrade

      Current Rating: Ba3, on review for possible downgrade

   -- $74,500,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Ba3

      Current Rating: Caa3, on review for possible downgrade

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

   -- $20,000,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: B3

      Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of
residential mortgage-backed securities assets.


ACCURIDE CORP: Moody's Holds B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Accuride Corporation's
Corporate Family rating of B1, but changed the ratings' outlook to
negative from stable.  

The action follows the company's announcement of third quarter
results below previous expectations and its lowered earnings and
cash flow guidance for the balance of 2007.  Those developments
reflect a steeper decline in North American commercial vehicle
production than earlier assumptions, lower volume's experienced in
its commercial trailer market, and indicate a protracted period of
weak demand continuing into 2008.

Consequently, although the company had noticeably reduced levels
of indebtedness during the recent peak in the commercial vehicle
sector, coverage and leverage ratios are likely to deteriorate
over the near term.  Improved performance will be dependent upon a
resumption of activity levels in 2008 which could be affected by
replacement demand returning to more normalized conditions as well
as the approaching next stage of EPA emission standards in 2010.

From December 2005 through September 2007, Accuride reduced its
balance sheet debt by roughly $125 million through application of
strong free cash flow against its borrowings.  In 2006 it
generated EBITA margins of 10.8%, EBITA/interest coverage of 2.6
times and its debt/EBITDA stood at 3.3 times; all considered
strong for the B1 Corporate Family rating.  However, profitability
in 2007 has declined substantially as production volumes of new
commercial vehicles has fallen, and product sales into the market
for commercial trailers have been impacted by weakness in ton-
miles driven, extended periods of trailer utilization, and the
financial condition of fleet operators.

This has led to a deterioration in Accuride's performance with
third quarter EBITA margins declining to 1.3 %, and EBITA coverage
of interest falling to under 1 time.  While 2007 was expected to
involve lower production volumes of heavy and medium-duty diesel
powered commercial vehicles, actual levels have been lower than
earlier estimates and industry forecasts for 2008 have indicated
material recovery is unlikely to be experienced until mid-year.  
Recovery in the trailer segment will be dependent upon healthier
underlying levels of ton miles being driven and other macro-
economic drivers.

During this period of weaker activity, Accuride is unlikely to
require any material increase in indebtedness caused by negative
free cash flow.  The company's liquidity profile includes a
combination of cash on hand of $46 million at September 30 and
access to its $125 million of revolving credit facilities, which
were un-drawn at that date.  However, measurements of
profitability, leverage and coverage ratios will be adversely
affected by the downturn which will persist for a longer period of
time.

This is likely to affect headroom under bank financial covenants,
which in turn could constrain effective availability under the
facilities to less than the full commitment.  Moody's anticipates
that Accuride will retain adequate liquidity during this period
and be able to navigate through these challenges. Moreover, the
company's fundamental business position has not changed.  
Accordingly, the rating agency affirmed Accuride's Corporate
Family rating, but changed the outlook to negative to recognize a
protracted period of debt protection measures weak for the current
rating category and risks of additional deterioration should a
cyclical rebound be delayed further in time.

Ratings affirmed with updated loss given default assessments:

Accuride Corporation:

   -- Corporate Family, B1

   -- Probability of Default, B1

   -- Senior Secured bank credit facilities, Ba3 (LGD-3, 30%
      from LGD-3, 31%)

   -- Senior Subordinated, B3 (LGD-5, 82% % from LGD-5, 83%)

Accuride Canada Inc.:

   -- Senior secured revolving credit facility, Ba3 (LGD-3, 30%
      from LGD-3, 31%)

The last rating action was on Sept. 22, 2006 at which time the
senior secured bank credit facilities were upgraded to Ba3 upon
the introduction of Moody's Loss Given Default methodology.

Accuride Corporation, headquartered in Evansville, Indianapolis,
is a diversified North American manufacturer and supplier of
commercial vehicle components.  Principal products include wheels,
wheel-end components and assemblies, truck body and chassis parts,
and seating assemblies.  Revenues in 2006 were about $1.4 billion.


ADAMS SQUARE: Moody's Junks Ratings on Three Note Classes
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Adams
Square Funding II Ltd. on review for possible downgrade:

   -- $15,200,000 Class S Floating Rate Notes Due 2014

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $600,000,000 Class A1 Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $95,000,000 Class A2 Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Baa2, on review for possible downgrade

   -- $140,000,000 Class A3 Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: Ba1, on review for possible downgrade

   -- $50,000,000 Class B Deferrable Floating Rate Notes Due
      2047

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

   -- $49,000,000 Class C Deferrable Floating Rate Notes Due
      2047

      Prior Rating: Baa2

      Current Rating: Caa3, on review for possible downgrade

   -- $20,000,000 Class D Deferrable Floating Rate Notes Due
      2047

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

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

      Prior Rating: Baa1

      Current Rating: B1, on review for possible downgrade

In addition, Moody's has downgraded these class of notes:

   -- $10,000,000 Class E Deferrable Floating Rate Notes Due
      2047

      Prior Rating: Ba1

      Current Rating: Ca

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


ADVANCED MARKETING: Wants Until Nov. 30 to Decide on Lone Lease
---------------------------------------------------------------
Advanced Marketing Services Inc., Publishers Group Incorporated,
and Publishers Group West Incorporated ask the U.S. Bankruptcy
Court for the District of Delaware to extend until Nov. 30, 2007,
the time by which they may assume or reject their sole remaining
unexpired lease of a non-residential real property, located in
Indianapolis, Indiana, with The Prudential Company of America, as
landlord.

The Court recently extended the Lease Decision Period with
respect to the Indianapolis Lease to October 31, 2007.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors have obtained
prior written consent of the lessor of the Indianapolis Lease to
the requested November 30 extension.

Under Section 365(d)(4)(B)(ii) of the Bankruptcy Code, the Court
may grant a subsequent extension "only upon prior written consent
of the lessor in each instance."

The Debtors seek extension of the Indianapolis Lease Decision
Period without prejudice to their right to seek further
extensions.

The Court will convene a hearing on November 27 at 11:00 a.m., to
consider the Debtors' request.  Pursuant to Del.Bankr.LR 9006-2,
the Debtors' Lease Decision Period with respect to the
Indianapolis Lease is automatically extended until the conclusion
of that hearing.

                   About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  In schedules filed with the Court, Advanced
Marketing disclosed total assets of $213,384,791 and total debts
of $216,608,357.  Publishers Group West disclosed total assets of
$39,699,451 and total debts of $83,272,493.  Publishers Group Inc.
disclosed zero assets but $41,514,348 in liabilities.

On Aug. 24, 2007, the Debtors' exclusive period to file a chapter
11 plan expired.  On the same date, the Debtors and Creditors
Committee filed a Plan & Disclosure Statement.  On September 26,
the Court approved the adequacy of the Disclosure Statement
explaining the Second Amended Plan.  The hearing to consider
confirmation of the Plan is set on Nov. 15, 2007.  (Advanced
Marketing Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


AIR MARSHALL ISLANDS: Grounded Planes May Lead to Bankruptcy
------------------------------------------------------------
Air Marshall Islands is close to bankruptcy after its planes were
grounded for weeks cutting domestic flights that led to revenue
losses, reports say.

All domestic flights in the Marshall Islands were off beginning
late August until September as the only two aircrafts of the
carrier were either overhauled or put under maintenance check,
Giff Johnson writes for Pacific Magazine.

However in early October, domestic flights were again canceled,
which made passengers opt for sea travel, Radio New Zealand
International relates.

The mechanical problems at Air Marshall Islands disrupted island
travel and and the decline in revenue delayed the payment for
airline workers, according to the Pacific Magazine.  Last week,
the government had provided about $200,000 to the airline to help  
cover costs, the Pacific Magazine says.

The company's flight cuts also affected the diving program in the
Bikini Atoll which generates most of its income of about $200,000
from European and American clients, Radio NZ International adds.

Air Marshall Islands -- http://www.airmarshallislands.com/-- is a  
government-owned airline based in the Marshall Islands
International Airport in Majuro.  It is the flag carrier of the
Marshall Islands and designated the official flag carrier of the
government of Tuvalu, operating inter-island services in the South
Pacific. The airline was established in 1980 as Airline of the
Marshall Islands and adopted its current title in 1989. It is
wholly owned by the Government of the Marshall Islands and has 90
employees (at March 2007).  The company operates two aircrafts,
Dornier 228 and 34-seat Dash-8 that provide regular weekly
services to the Republic's atolls and islands.


ALTERNATIVE LOAN: $62,632 Write-Down Cues S&P's Default Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-3 and B-4 mortgage pass-through certificates from
Alternative Loan Trust 2005-2 to 'CCC' from 'B' and to 'D'
from 'CCC', respectively.  Concurrently, S&P placed its 'BB'
rating on class B-2 from this series on CreditWatch with negative
implications.  Additionally, S&P affirmed its ratings on the
remaining five classes from this transaction.
     
The downgrade of the B-4 class reflects a principal write-down of
$62,632.75 during the October 2007 distribution period.  As a
result, S&P downgraded the class to 'D' from 'CCC'.
     
The downgrade of class B-3 to 'CCC' and the negative CreditWatch
placement of class B-2 reflect recent collateral performance that
has eroded available credit support.  While current credit support
is sufficient, the projected credit support percentage is below
the level required at the 'B' and 'BB' rating category.  As of the
October 2007 remittance period, the six-month average loss totaled
$100,026, up from the 12-month average loss of $62,851.  This
transaction is 33 months seasoned and is supported by credit
enhancement in the form of subordination.

The affirmations reflect sufficient current and projected credit
support percentages to maintain the current ratings, as reported
during the October 2007 remittance period.
     
The collateral for this transaction consists of 30-year,
conventional, adjustable-rate, fully amortizing mortgage loans
secured by first liens on one- to four-family residential
properties.  The loans were originated or acquired by the
originator and will be master-serviced by Countrywide Home
Loans Servicing L.P.


                         Ratings Lowered
                  Alternative Loan Trust 2005-2

                                        Rating
                                        ------
       Series      Class          To                From
       ------      -----          --                ----
       2005-2      B-4            D                 CCC
       2005-2      B-3            CCC               B

                  Rating Placed on Creditwatch

                  Alternative Loan Trust 2005-2

                                        Rating
                                        ------
       Series      Class          To                From
       ------      -----          --                ----
       2005-2      B-2            BB/Watch Neg      BB

                       Ratings Affirmed

                 Alternative Loan Trust 2005-2

           Series      Class                    Rating
           ------      -----                    ------
           2005-2      1-A-1, 2-A-1, 3-A-1      AAA
           2005-2      M                        AA
           2005-2      B-1                      A


APRIA HEALTHCARE: Commences $265 Mil. Offering of Senior Notes
--------------------------------------------------------------
Apria Healthcare Group Inc. has commenced an offering of
$265 million aggregate principal amount of senior subordinated
notes.  

Apria intends to use the net proceeds from the offering to pay a
portion of the purchase price of its announced acquisition of
Coram Inc.  Apria's acquisition of Coram is conditioned upon
obtaining customary governmental and regulatory approvals and
other standard closing conditions.  Apria anticipates closing the
acquisition in late November or early December after satisfaction
of the closing conditions.

The acquisition of Coram is not contingent on the issuance of the
notes, as Apria has sufficient cash and availability under its
revolving credit agreement to fund the full acquisition cost.  
Similarly, the financing is not contingent upon consummation of
the acquisition.  

If the acquisition of Coram is not completed, Apria expects to use
the net proceeds from the offering for general corporate purposes,
which may include reducing outstanding indebtedness.

                        About Coram Inc.
   
Headquartered in Denver, Colorado, Coram Inc. --
http://www.coramhealthcare.com/-- provides home infusion and   
specialty pharmaceutical distribution services with more than 70
branch locations, 50 ambulatory infusion suites and centralized
pharmacy distribution services to patients in all 50 states.  The
company has approximately 2,100 employees nationwide, that
provides a comprehensive range of home infusion therapies to more
than 65,000 patients.

                      About Apria Healthcare  

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE: AHG) -- http://www.apria.com/-- provides home  
respiratory therapy, home infusion therapy and home medical
equipment through about 500 branches serving patients in all 50
states.

                          *     *     *

Apria Healthcare continues to carry Moody's 'Ba1' long term
corporate family rating, which was placed in June 2006 with a  
stable outlook.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on Apria Healthcare Group Inc.
after the company announced the $350 million acquisition of
specialty infusion services provider Coram Inc.  The outlook is
stable.


APRIA HEALTHCARE: S&P Rates Proposed $265MM Senior Notes at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Apria Healthcare Group Inc.'s proposed $265 million senior
subordinated notes due 2017.  At the same time, S&P affirmed its
existing ratings, including the 'BB+' corporate credit rating, on
Apria.  The outlook is stable.
     
The notes are being issued to help finance Apria's recently
announced $350 million acquisition of specialty infusion services
provider Coram Inc.
     
Sufficient cushion exists in Lake Forest, California-based Apria's
financial risk profile to absorb the impact of the acquisition.
     
"The ratings continue to reflect the exposure of the company's
businesses to variable third-party reimbursement policies and
pricing, the financial impact that fee cuts have had on the
company in the past couple of years, and risks related to the
integration of Coram's operations," said Standard & Poor's credit
analyst Alain Pelanne.  "These concerns are partially offset by
the company's leading position in providing specialized home
health care services and equipment and its history of generating
significant cash flows."
     
"The risks are also mitigated by Apria's disciplined financial
policy, as demonstrated by its willingness to scale back
acquisitions over the past couple of years in the face of
reimbursement uncertainty to deleverage its capital structure,"
said Mr. Pelanne.
     
Apria provides respiratory therapy, infusion therapy, and medical
equipment to patients in their homes through a network of about
500 locations in all 50 states.  The acquisition of Coram will add
approximately 50 non-overlapping locations, making Apria a
national provider in the industry.  In addition, it will add a
large number of ambulatory infusion suites, which will give Apria
the ability to serve patients in a comfortable, alternate site.


ASSET BACKED: Fitch Rates $30 Mil. Class B-1 Certificates at BB+
----------------------------------------------------------------
Fitch Ratings assigned these ratings to Asset Backed Funding
Corp.'s series 2007-WMC1 $1.45 billion of mortgage pass-through
certificates:

   -- $1,115,917,000 classes A1A, A1B, A2A, A2B 'AAA';
   -- $42,617,000 class M-1 'AA+';
   -- $42,616,000 class M-2 'AA';
   -- $58,400,000 class M-3 'AA-';
   -- $36,303,000 class M-4 'A+';
   -- $36,303,000 class M-5 'A';
   -- $26,044,000 class M-6 'A-';
   -- $21,308,000 class M-7 'BBB+';
   -- $19,730,000 class M-8 'BBB';
   -- $22,097,000 class M-9 'BBB-';
   -- $30,778,000 privately offered class B-1 'BB+'.

The 'AAA' rating on the senior certificates reflects the 29.3%
initial credit enhancement provided by the 2.7% class M-1, the
2.7% class M-2, the 3.7% class M-3, the 2.3% class M-4, the 2.3%
class M-5, the 1.65% class M-6, the 1.35% class M-7, the 1.25%
class M-8, the 1.4% class M-9 and the 1.95% B-1 privately offered
class, along with fully funded over-collateralization of 8%.  All
certificates have the benefit of excess interest. In addition, the
ratings reflect the quality of the loans, the soundness of the
legal and financial structures, and the capabilities of Saxon
Mortgage (rated RPS2+ by Fitch) as servicer.  US Bank, National
Association will act as Trustee.

The collateral mortgage pool consists of adjustable-rate and
fixed-rate, first lien mortgage loans with a cut-off date pool
balance of $1,578,384,711.  About 6.35% of the mortgage loans are
fixed-rate mortgage loans, 93.65% are adjustable-rate mortgage
loans and 100% are first lien mortgage loans.  The weighted
average loan rate is about 7.83%.  The weighted average term to
maturity is 360 months.  The average current principal balance of
the loans is about $278,228.  The weighted average loan-to-value
ratio is 83.10%.  The properties are primarily located in
California (42.5%) and Florida (9.63%).

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


ATHLETES WORLD: Files for Bankruptcy Protection Under CCAA
----------------------------------------------------------
Athletes World Ltd., Canadian unit of Bata Ltd., filed for
protection from its creditors under the Companies' Creditors
Arrangement Act with the Ontario Superior Court of Justice on Oct.
30, 2007, Marina Strauss writes for Globe and Mail.

The company, which is losing money to competitors and facing
thousand of dollars in tax claims, said it hopes to sell off its
assets through the bankruptcy process, the report reveals.  The
company has been in negotiation with Michael Gold relating to the
sale of the company's assets and had reached an agreement last
May, the report says.  However, Mr. Gold backed out on the deal on
October 29 which led to the company's bankruptcy filing the next
day, the report adds.

Athletes World owes about $152 million, about $115 million of
which is owed to its parent company, Bata, according to the
report.

                       About Athletes World

Headquartered in Ontario, Athletes World Ltd. is a shoe retailer
with over 100 stores in Canada.  It is the only remaining Canadian
retailer unit of Bata Ltd., -- http://www.bata.com/-- a privately  
owned global shoe manufacturer and retailer.  Bata is led by a
third generation of the Bata family.  With operations in 68
countries, Bata is organized into four business units.  Bata
Canada, based in Toronto, serves the Canadian market with 250
stores.  Based in Paris, Bata Europe serves the European market
with 500 stores.  With supervision located in Singapore, Bata
International has 3,000 stores to serve markets in Africa, the
Pacific, and Asia, Finally, Bata Latin America, operating out of
Mexico City, sells footwear throughout Latin America.  Bata owns
more than 4,700 retail stores and 46 production facilities.  Total
employment for the company exceeds 50,000.


AUTOMOTIVE GLASS: Aggressive Fin'l Profile Cues S&P's "B+" Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to auto glass maker Automotive Glass & Services
Inc., whose purchase by financial sponsor Platinum Equity is
expected to close in November 2007.  The outlook is stable.  AG&S
is currently owned by PPG Industries Inc. (A/Watch Neg/A-1) and is
being purchased by Platinum in a "carve-out" transaction.
      
"The ratings on AG&S reflect its aggressive financial profile,
which stems from the debt-financed purchase, and a weak business
profile," said Standard & Poor's credit analyst Lawrence Orlowski.  
Total debt to EBITDA will be around 4x at closing, but could rise
in 2008.  For the rating, S&P expect that adjusted debt to EBITDA
will remain less than 4.5x and that funds from operations to
adjusted debt will be over 10%.
     
The stable outlook reflects our expectation that AG&S will improve
its operating performance and cash generation as a consequence of
the restructuring process.  S&P expect the company to maintain
debt to EBITDA of less than 4.5x and FFO to debt of at least 10%.  
Longer term, S&P could revise the outlook to positive or raise the
ratings if the company improves its financial profile through
significant debt reduction and increased profitability over the
next two years.  S&P could revise the outlook to negative if the
company experiences erosion of profitability because of
integration challenges or operating problems, if it undertakes a
material debt-financed acquisition, or if adverse market
conditions reduce demand for AG&S' services.


BALLY TECHNOLOGIES: S&P Lifts Credit and Debt Ratings to B+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings on Las Vegas-based Bally Technologies
Inc. to 'B+' from 'B-'.  Concurrently, S&P revised the CreditWatch
implications to positive from developing.
     
Since the ratings were initially placed on CreditWatch on
Sept. 9, 2005, several rating actions have occurred.
      
"The upgrade and revision of CreditWatch implications to positive
reflect the company's ability to complete filing all outstanding
financial reports," said Standard & Poor's credit analyst Guido
DeAscanis.  In addition, based on company announcements, Bally has
experienced positive operating momentum over the past several
quarters, and S&P expect this trend to continue over the
intermediate term.  Bally's is a manufacturer and supplier of
casino gaming machines and information systems.
     
S&P anticipate resolving the CreditWatch listing within the next
several weeks.  This process will cover a discussion with
management about Bally's operational and financial strategies,
including any material weaknesses related to financial reporting.  
Should this result in an upgrade, S&P expect that it would be
limited to one or two notches.


BARNERT HOSPITAL: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association filed with
the U.S. Bankruptcy Court for the District of New Jersey, its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $10,515,435
  B. Personal Property            $36,085,532
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $32,794,279
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $4,365,331
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $24,143,895
                                  -----------    -----------
     TOTAL                        $46,600,967    $61,303,505

                      About Barnert Hospital

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 in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts between $1 million
and $100 million.


BARNERT HOSPITAL: Taps Fox Rothschild as Special Labor Counsel
--------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association asks
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Fox Rothschild LLP as its special labor counsel.

Fox Rothschild will continue to provide legal services to the
Debtor, in relation to the Debtor's issues with its union labor
contracts.

Stephen A. Ploscowe, Esq., a member at Fox Rothschild, tells the
Court that the firm's professionals bill:

      Designation               Hourly Rate
      -----------               -----------
      Attorneys                 $190 - $595
      Paralegals                $100 - $235

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

Mr. Ploscowe can be contacted at:

      Stephen A. Ploscowe, Esq.
      Fox Rothschild LLP
      75 Eisenhower Parkway, Suite 201
      Roseland, NJ 07068
      Tel: (973) 992-4800
      Fax: (973) 992-9125
      http://www.foxrothschild.com/

                      About Barnert Hospital

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 in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.


BARNERT HOSPITAL: Taps Steven Finkelstein as Collections Counsel
----------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association asks
permission from the U.S. Bankruptcy Court for the District of New
Jersey to employ Steven H. Finkelstein LLC as its collections
counsel.

The Debtor relates that Steven H. Finkelstein is the sole
practitioner and founder of the firm.  Mr. Finkelstein has
represented the Debtor in the litigation titled: "President
Container, Inc. et al., Plaintiffs vs. PACE Local 1-300 Health
Fund, et al., Defendants", currently pending in the U.S. District
Court for the State of New Jersey, Civil Action No. 04-3885.

In that action, the Debtor seeks to recover charges incurred for
treatment rendered to the late Antero E. Fernandez, from PACE
Local 1-300 Health Fund.  The unpaid charges incurred by Mr.
Fernandez in connection with the treatment rendered to him by the
Debtor total $253,419.

The Debtor tells the Court that in the course of that
representation, the firm has been able to circumvent the Debtor's
apparent lack of standing to bring suit under ERISA against a
self-funded health plan and has been actively engaged in the
matter, including participation in lengthy and complicated
discovery regarding multiple parties who are potentially liable
for all or part of the Fernandez bill.  Mr. Finkelstein will:

   a) complete the discovery;

   b) participate in the case management and settlement
      conferences with the magistrate; and

   c) participate in the ensuing trial.

The Debtor will pay Mr. Finkelstein 20% of all charges billed by
the Debtor on account of treatment rendered to Mr. Fernandez.

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

Mr. Finkelstein can be contacted at:

      Steven H. Finkelstein, Esq.
      Steven H. Finkelstein, LLC
      23 Clyde Road, Suite 201
      Somerset, NJ 08873

                     About Barnert Hospital

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 in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.


BEAR STEARNS: Moody's Takes Rating Actions on 18 Deals
------------------------------------------------------
Moody's Investors Service downgraded the ratings of 107 tranches
and has placed under review for possible downgrade the ratings of
25 tranches from 18 deals issued by Bear Stearns in 2006 and late
2005.  Four downgraded tranches remain on review for possible
downgrade.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  Moody's has also applied its published
methodology updates to the non delinquent portion of the
transactions.

Complete rating actions are:

Issuer: Bear Stearns Alt-A 2006-1

   -- Cl. I-M-2, Downgraded to Baa2, previously A2,
   -- Cl. I-B-1, Downgraded to B1, previously Baa2,
   -- Cl. I-B-2, Downgraded to Caa1, previously Baa3,
   -- Cl. I-B-3, Downgraded to C, previously Ba2,
   -- Cl. II-B-1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-B-2, Downgraded to Baa2, previously A2,
   -- Cl. II-B-3, Downgraded to B1, previously Baa2,
   -- Cl. II-X-B1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-X-B2, Downgraded to Baa2, previously A2,
   -- Cl. II-X-B3, Downgraded to B1, previously Baa2.

Issuer: Bear Stearns Alt-A Trust 2005-10

   -- Cl. I-M-2, Downgraded to Baa1, previously A2,
   -- Cl. I-B-1, Downgraded to B1, previously Baa2,
   -- Cl. I-B-2, Downgraded to B3, previously Baa3,
   -- Cl. I-B-3, Downgraded to C, previously Ba2,
   -- Cl. II-B-2 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-B-3 Currently Aa3 on review for possible
      downgrade,
   -- Cl. II-B-4, Downgraded to A3, previously A1,
   -- Cl. II-B-5, Downgraded to Baa2, previously A2,
   -- Cl. II-B-6, Downgraded to Baa3, previously A3,
   -- Cl. II-B-7, Downgraded to Ba3, previously Baa1,
   -- Cl. II-B-8, Downgraded to B3, previously Baa2,
   -- Cl. II-B-9, Downgraded to B3 on review for possible
      further downgrade, previously Baa3.

Issuer: Bear Stearns Alt-A Trust 2006-2

   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Baa3, previously A2,
   -- Cl. I-B-1, Downgraded to B2, previously Baa2,
   -- Cl. I-B-2, Downgraded to Caa1, previously Baa3,
   -- Cl. I-B-3, Downgraded to C, previously Ba2,
   -- Cl. II-B-1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-X-B1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-B-2, Downgraded to Ba1, previously A2,
   -- Cl. II-X-B2, Downgraded to Ba1, previously A2,
   -- Cl. II-B-3, Downgraded to B3, previously Baa2.

Issuer: Bear Stearns Alt-A Trust 2006-3

   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Baa2, previously A2,
   -- Cl. I-B-1, Downgraded to Ba3, previously Baa2,
   -- Cl. I-B-2, Downgraded to B3, previously Baa3,
   -- Cl. I-B-3, Downgraded to Caa3, previously Ba2,
   -- Cl. II-B-1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-B-2, Downgraded to Baa3, previously A2,
   -- Cl. II-B-3, Downgraded to B3, previously Baa2,
   -- Cl. II-X-B1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-X-B2, Downgraded to Baa3, previously A2,
   -- Cl. III-B-1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. III-B-2, Downgraded to Baa3, previously A2,
   -- Cl. III-B-3, Downgraded to B2, previously Baa2.

Issuer: Bear Stearns Alt-A Trust 2006-4

   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Baa3, previously A2,
   -- Cl. I-B-1, Downgraded to B2, previously Baa2,
   -- Cl. I-B-2, Downgraded to Caa2, previously Baa3,
   -- Cl. I-B-3, Downgraded to C, previously Ba2,
   -- Cl. II-B-1 Currently Aa1 on review for possible
      downgrade,
   -- Cl. II-B-2 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-B-3 Currently Aa3 on review for possible
      downgrade,
   -- Cl. II-B-4, Downgraded to Baa2, previously A1,
   -- Cl. II-B-5, Downgraded to Ba1, previously A2,
   -- Cl. II-B-6, Downgraded to B1, previously A3,
   -- Cl. II-B-7, Downgraded to B3, previously Baa1,
   -- Cl. II-B-8, Downgraded to B3 on review for possible
      further downgrade, previously Baa2,
   -- Cl. III-B-2, Downgraded to Baa2, previously A2,
   -- Cl. III-B-3, Downgraded to B1, previously Baa2.

Issuer: Bear Stearns Alt-A Trust 2006-5

   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Baa3, previously A2,
   -- Cl. I-B-1, Downgraded to B2, previously Baa2,
   -- Cl. I-B-2, Downgraded to Caa1, previously Baa3,
   -- Cl. I-B-3, Downgraded to Caa3, previously Ba2,
   -- Cl. II-B-2, Downgraded to Baa2, previously A2,
   -- Cl. II-B-3, Downgraded to B1, previously Baa2.

Issuer: Bear Stearns Alt-A Trust 2006-6

   -- Cl. I-A-1 Currently Aaa on review for possible downgrade,
   -- Cl. I-A-2 Currently Aaa on review for possible downgrade,
   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Baa3, previously A2,
   -- Cl. I-B-1, Downgraded to B2, previously Baa2,
   -- Cl. I-B-2, Downgraded to Caa1, previously Baa3,
   -- Cl. I-B-3, Downgraded to Caa2, previously Ba2,
   -- Cl. III-B-2 Currently Aa2 on review for possible
      downgrade,
   -- Cl. III-B-3, Downgraded to Ba1, previously A2,
   -- Cl. III-B-4, Downgraded to B3, previously Baa2,
   -- Cl. III-BX-2 Currently Aa2 on review for possible
      downgrade,
   -- Cl. III-BX-3, Downgraded to Ba1, previously A2.

Issuer: Bear Stearns Alt-A Trust 2006-7

   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Ba1, previously A2,
   -- Cl. I-B-1, Downgraded to B3, previously Baa2,
   -- Cl. I-B-2, Downgraded to Ca, previously Baa3,
   -- Cl. I-B-3, Downgraded to C, previously Ba2.

Issuer: Bear Stearns Alt-A Trust 2006-8

   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Baa2, previously A2,
   -- Cl. I-B-1, Downgraded to Ba3, previously Baa2,
   -- Cl. I-B-2, Downgraded to B2, previously Baa3,
   -- Cl. I-B-3, Downgraded to Caa1, previously Ba2,
   -- Cl. II-B-2, Downgraded to Baa1, previously A2,
   -- Cl. II-B-3, Downgraded to Ba2, previously Baa2,
   -- Cl. II-BX-2, Downgraded to Baa1, previously A2.

Issuer: Bear Stearns ARM Trust 2005-12

   -- Cl. I-B-3, Downgraded to Baa3, previously Baa2.

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC9

   -- Cl. B-4, Downgraded to Caa2, previously Ba2.

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC1

   -- Cl. I-B-3, Downgraded to Ba3, previously Baa3,
   -- Cl. I-B-4, Downgraded to Caa3, previously Ba2,
   -- Cl. II-B-1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-B-2, Downgraded to Baa3, previously A2,
   -- Cl. II-B-3, Downgraded to B3, previously Baa2.

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC2

   -- Cl. I-B-3, Downgraded to B1, previously Baa3,
   -- Cl. II-B-1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-B-2, Downgraded to Ba1, previously A2,
   -- Cl. II-B-3, Downgraded to B3, previously Baa2,
   -- Cl. I-B-4, Downgraded to Caa3, previously Ba2.

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC3

   -- Cl. B-3, Downgraded to B1, previously Baa3,
   -- Cl. B-4, Downgraded to Caa3, previously Ba2.

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC4

   -- Cl. M-3, Downgraded to A3, previously A2,
   -- Cl. B-1, Downgraded to Baa2, previously A3,
   -- Cl. B-2, Downgraded to Baa3, previously Baa1,
   -- Cl. B-3, Downgraded to Ba1, previously Baa2,
   -- Cl. B-4, Downgraded to Ba3, previously Baa3,
   -- Cl. B-5, Downgraded to B3 on review for possible further
      downgrade, previously Ba2.

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC5

   -- Cl. M-3, Downgraded to A3, previously A2,
   -- Cl. M-4, Downgraded to Baa1, previously A3,
   -- Cl. B-1, Downgraded to Baa2, previously Baa1,
   -- Cl. B-2, Downgraded to Baa3, previously Baa2,
   -- Cl. B-3, Downgraded to Ba1, previously Baa3,
   -- Cl. B-4, Downgraded to Ba3, previously Ba2.

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-ST1

   -- Cl. M-2, Downgraded to A2, previously A1,
   -- Cl. M-3, Downgraded to Baa1, previously A2,
   -- Cl. M-4, Downgraded to Baa2, previously A3,
   -- Cl. B-1, Downgraded to Ba1, previously Baa1,
   -- Cl. B-2, Downgraded to Ba3, previously Baa2,
   -- Cl. B-3, Downgraded to B3, previously Baa3,
   -- Cl. B-4, Downgraded to Caa2, previously Ba2.

Issuer: Bear Stearns Mortgage Funding Trust 2006-AC1

   -- Cl. M-2, Downgraded to A2, previously A1,
   -- Cl. M-3, Downgraded to Baa1, previously A2,
   -- Cl. M-4, Downgraded to Baa2, previously A3,
   -- Cl. B-1, Downgraded to Ba1, previously Baa1,
   -- Cl. B-2, Downgraded to B1, previously Baa2,
   -- Cl. B-3, Downgraded to B2, previously Baa3,
   -- Cl. B-4, Downgraded to B3 on review for possible further
      downgrade, previously Ba2.


BEAZER HOMES: Expects $230 Million Pre-Tax Charges for 4th Quarter
------------------------------------------------------------------
Beazer Homes USA Inc. reported Monday certain unaudited and
preliminary fourth quarter financial and operating data and also
disclosed further steps to reduce costs and improve operating
efficiencies in response to continued deterioration in the housing
market.  

The company currently expects results for the fourth quarter of
fiscal 2007 to include non-cash pre-tax charges to abandon land
option contracts, to recognize inventory impairments and to record
impairments and land option abandonments in joint ventures of
approximately $230 million.  In addition, the company is currently
in the process of evaluating the recoverability of its goodwill,
which may result in impairment charges.

Home closings for the quarter ended Sept. 30, 2007, totaled 3,940,
a 39% decline from the same period in the prior fiscal year.  This
resulted in a backlog conversion ratio of 66%, as the company
remained focused on converting its existing backlog for cash
generation.  Net new home orders totaled 973, a decline of 53%
from the prior fiscal year, driven largely by an unusually high
cancellation rate of 68%, which the company attributes in part to
the pronounced tightening in the mortgage markets in August and
September.

The company significantly increased its cash position during its
fiscal fourth quarter.  At Sept. 30, 2007, the company had a cash
balance of $459.5 million, up from $128.8 million at June 30,
2007.  Subsequently, the company has repaid approximately
$75.0 million in secured debt, pledged $107.0 million to
collateralize its outstanding letters of credit and paid a consent
fee to holders of its Senior Notes and Senior Convertible Notes
and related expenses totaling $21.0 million.

The company continues to reduce its land holdings and home
inventories.  The company controlled a total of 61,974 lots (59%
owned and 41% optioned) at Sept. 30, 2007, reflecting reductions
of 14% compared to the level at June 30, 2007, 30% compared to the
level at Sept. 30, 2006, and 42% compared to a peak level at
Dec. 31, 2005.  As of Sept. 30, 2007, unsold finished homes and
unsold homes under construction declined by 28% and 35%,
respectively, from year-ago levels.  The company remains committed
to aligning its land supply and inventory levels to current
expectations for home closings, and continues to exercise caution
and discipline with respect to investment in inventory.  For FY
2007 total land and land development expenditures were
approximately $835 million, representing a reduction of 42% from
FY 2006.  The company currently expects land spending to be even
further reduced in FY 2008, based on current market conditions.

"The housing industry continues to face the most difficult
business conditions in over a decade," said Ian J. McCarthy,
president and chief executive officer.  "We maintain the view that
the long term fundamentals for housing remain compelling and that
our strategic initiatives to differentiate Beazer Homes in the
eyes of the consumer and to allocate capital and resources in
order to enhance long term shareholder value will position us well
for the future.  At the same time, we must continue to adapt to
the realities of the current market by remaining disciplined in
our operating approach and continuing to focus on initiatives
aimed at responding to what we believe will continue to be a
challenging environment in the near term.  These initiatives
include reductions in direct costs, overhead expenses and land
spending, and an intense focus on sales and marketing efforts to
reduce unsold home inventories, all with the aim of generating
cash."

          Steps to Reduce Costs and Improve Efficiencies

The company has recently taken steps to further reduce its overall
cost structure and improve operating efficiencies.  In October
2007, the company reduced overall headcount by approximately 650
positions, or 25%.  Since reaching peak headcount levels in March
2006, overall headcount has declined by over 50% through
reductions in force and attrition.  The company expects these most
recent headcount reductions to result in annualized cost savings
of at least $30 million.  In addition, the company has reorganized
accounting and back-office functions and is centralizing a number
of marketing initiatives to achieve additional efficiencies.

"With recent industry data suggesting that market conditions may
deteriorate further before a recovery is underway, we need to
adapt and further align our cost structure and investment levels
to expected lower volumes.  While these decisions are not taken
lightly, they are necessary in order to maintain our sound
financial position," said McCarthy.

                 Suspension of Quarterly Dividend

The company also announced that its Board of Directors voted to
suspend the company's quarterly dividend of $0.10 per share. The
Board concluded that this action, which will allow the company to
conserve approximately $16 million of cash on an annual basis, is
prudent in light of the continued deterioration in the housing
market.

                       About Beazer Homes

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov 1, 2007,
Standard & Poor's Ratings Services ratings on Beazer Homes USA
Inc. (B+/Watch Neg/--) will remain on CreditWatch with negative
implications until the extent of pending restatements tied to its
recently completed internal investigation are finalized and the
company files all financial statements with the SEC.

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


BIEHLER COMPANIES: Jim Biehler's Group Ponders a Buyout
-------------------------------------------------------
Jim Biehler, father of John Biehler, president of Biehler
Companies Inc., disclosed a collective intent to buy all of the
company's assets in hopes to have a fresh start after bankruptcy,
Carrie Rengers of Wichita Eagle reports.

Jim Biehler said he and 11 company managers have formed a group
and are currently negotiating with "interested parties" of a
possible employee purchase of the bankrupt landscaper, according
to the report.

Wichita, Kansas-based Biehler Companies, Inc., dba Suburban
Landscapes Management, -- http://www.landscapeitnow.com/-- offers  
landscaping services.  The Debtor filed for chapter 11 bankruptcy
protection on Oct. 15, 2007 (Bankr. D. Kans. Case No. 07-12500).  
W. Thomas Gilman, Esq. at Redmond & Nazar, LLP represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed assets between $100,000 to $1 million and
debts between $1 million to $100 million.


BLUE EDGE: Moody's Cuts Ratings on Three Note Classes to Low-B
--------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Blue Edge ABS CDO Ltd. on review for possible downgrade:

   -- $33,750,000 Class C Deferrable Interest Floating Rate
      Notes Due 2050

      Prior Rating: A2

      Current Rating: Baa1, on review for possible downgrade

   -- $3,900,000 Class D-1 Deferrable Interest Floating Rate
      Notes Due 2050

      Prior Rating: Baa2

      Current Rating: Ba1, on review for possible downgrade

   -- $2,350,000 Class D-2 Deferrable Interest Fixed Rate Notes
      Due 2050

      Prior Rating: Baa2

      Current Rating: Ba1, on review for possible downgrade

   -- $3,125,000 Class E Deferrable Interest Floating Rate
      Notes Due 2050

      Prior Rating: Baa3

      Current Rating: Ba2, on review for possible downgrade

   -- $30,000,000 Class I Combination Notes Due 2050

      Prior Rating: A3

      Current Rating: Baa1, on review for possible downgrade

   -- $6,527,778 Class II Combination Notes Due 2050

      Prior Rating: A2

      Current Rating: Baa2, on review for possible downgrade

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


BOHUMIR MARIK: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bohumir Marik
        aka Bob Marik
        33652 Holtz Hill Road
        Dana Point, CA 92629-1915

Bankruptcy Case No.: 07-13604

Chapter 11 Petition Date: October 31, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: John Saba, Esq.
                  13902 Gershon Place
                  Santa Ana, CA 92705
                  Tel: (714) 544-1276
                  Fax: (714) 544-2307

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of his 14 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Law Office of Les Zieve         Note (secured)        $3,200,000
17682 Beach Blvd., Suite 204
Huntington Beach, CA 92647

Buckeye Retirement Co.,         Note (secured)        $1,600,000
LLC, Ltd.
100 North Center Street
newton Falls, OH
44444-1321

The Cadle Company               Note (secured)        $1,600,000
100 North Center Street
newton Falls, OH
44444-1321

Anna Slintak                    Loan (secured)          $420,000

Bank of America                 Line of credit          $130,000

Gregory Grantham                Attorneys Fees          $100,000

Martin Slintak                  Loan (secured)           $80,000

Templeton Briggs, Esq.          Attorneys Fees           $40,000

American Express                Credit card               $1,450

Citibank                        Credit card                 $300

S.D.G. & E.                     Electricity                 $210

AT & T                          Telephone                   $180

Verizon                         Telephone                   $120

DIRECTV, Inc.                   Satellite TV                 $80


BOSTON SCIENTIFIC: Selling Cardiac & Vascular Biz for $750 Mil.
---------------------------------------------------------------
Boston Scientific Corporation signed a definitive agreement for
the sale of its Cardiac Surgery and Vascular Surgery businesses to
the Getinge Group for a cash price of $750 million and
is expected to close within the next 45-90 days, subject to
regulatory approvals and customary conditions.

The company disclosed its intent to sell the Cardiac Surgery and
Vascular Surgery businesses on Aug. 16, as part of its plan to
divest non-strategic assets and increase shareholder value.
    
Boston Scientific acquired the Cardiac Surgery business in April
2006 as part of the Guidant transaction.  

The Cardiac Surgery business is a developer of medical
technologies designed for use in surgical cardiac procedures,
including beating-heart bypass surgery systems and endoscopic
vessel harvesting for coronary bypass surgery.  The business
employs approximately 450 people.

Boston Scientific acquired the Vascular Surgery business in 1995.  
The Vascular Surgery business develops synthetic grafts and
patches used to surgically treat vascular disease, including the
repair of abdominal aortic aneurysms and peripheral vascular
anatomy.  The business has approximately 250 employees. The
combined revenues of the two businesses in 2006 were approximately
$275 million.
    
"Working with the talented employees of the Cardiac Surgery and
Vascular Surgery businesses, our goal is to drive growth and bring
new technologies to these markets, ultimately benefiting cardiac
and vascular surgeons and their patients," Johan Malmquist,
president and chief executive officer of the Getinge Group of
Stockholm, Sweden, said.  "We are excited to complement our
existing portfolio with these valuable businesses, each of which
brings leading market positions and impressive product lines."
    
"This transaction completes an  element of our plan to divest non-
strategic assets, focus on our core businesses and increase
shareholder value," Jim Tobin, president and chief executive
officer of Boston Scientific, said.  "We deeply appreciate the
contributions our Cardiac Surgery and Vascular Surgery employees
have made to Boston Scientific, our customers and their patients.
We know they will continue to serve customers
and patients well going forward."
    
                       About Getinge Group

Headquartered in Rochester, New York, The Getinge Group --
http://www.getinge.com/-- is a provider of equipment and systems  
to customers within health care, extended care and pharmaceutical
industries/laboratories.  The Group comprises three business
areas: Medical Systems (systems for surgery and intensive care),
Infection Control (system equipment for disinfection and
sterilization) and Extended Care (care ergonomics). The Group
maintains positions within the majority of the company's product
lines.

                    About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--           
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Boston
Scientific Corp. (including the 'BB+' corporate credit rating) and
removed them from CreditWatch, where they were placed with
negative implications Aug. 3, 2007.  The rating outlook is
negative.


BROOKVILLE CDO: Moody's Junks Ratings on Two Note Classes
---------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
these notes issued by Brookville CDO I Ltd.

   -- $200,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Delayed Draw Notes Due 2050

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $125,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2050

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $50,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2050

      Prior Rating: Aaa

      Current Rating: Baa2, on review for possible downgrade

   -- $45,000,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes Due 2050

      Prior Rating: Aa2

      Current Rating: Ba1, on review for possible downgrade

   -- $28,000,000 Class C Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      Prior Rating: A2

      Current Rating: B3, on review for possible downgrade

   -- $17,000,000 Class D Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      Prior Rating: Baa2

      Current Rating: Caa2, on review for possible downgrade

   -- $15,000,000 Class E Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      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 asset-
backed securities.


C-BASS CBO: Moody's Cuts Rating on $10 Mil. Class D Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by C-Bass CBO
XIX Ltd. on review for possible downgrade:

   -- $100,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $42,000,000 Class B Third Priority 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:

   -- $23,000,000 Class C Fourth Priority Secured Floating Rate
      Deferrable Interest Notes Due 2047

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $10,000,000 Class D Fifth Priority Secured Floating Rate
      Deferrable Interest Notes Due 2047

      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.


CAIRN MEZZ: Moody's Cuts Ratings on Four Note Classes to Low-B
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Cairn Mezz
ABS CDO III Limited on review for possible downgrade:

   -- $75,000,000 Class A2A Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $148,000,000 Class A2B Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $67,000,000 Class B1 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

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

      Prior Rating: Aa3

      Current Rating: Aa3, on review for possible downgrade

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

   -- $13,000,000 Class C1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: A1

      Current Rating: Baa1, on review for possible downgrade

   -- $18,750,000 Class C2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: Baa2, on review for possible downgrade

   -- $17,000,000 Class C3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: A3

      Current Rating: Baa3, on review for possible downgrade

   -- $17,000,000 Class D1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa1

      Current Rating: Ba1, on review for possible downgrade

   -- $17,000,000 Class D2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Ba2, on review for possible downgrade

   -- $17,000,000 Class D3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3

      Current Rating: Ba3, on review for possible downgrade

   -- $9,250,000 Class E Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      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.


CATHOLIC CHURCH: Judge Adler Dismisses San Diego's Chapter 11 Case
------------------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California granted The Roman Catholic Bishop
of San Diego's request to dismiss its Chapter 11 case but only
after delivering a stinging rebuke to Diocesan officials,
according to reports.

Judge Adler said she planned to grant San Diego's Dismissal
Request without comment but then, she received a letter from the
Diocese asking her to help pay the $198,000,000 settlement with
144 sex-abuse victims, says The San Diego Union-Tribune.

The judge said she does not object to Catholics being asked to
contribute.  However, she found the financial breakdown that was
enclosed in the letter as "lacking candor."  Judge Adler also
scolded the Church for being "disingenuous" in reporting its
finances to parishioners.

"[T]here is ample property the Church could sell or mortgage to
fund the settlement, like parking lots, houses and other holdings
listed in court documents," Judge Adler said.  "The diocese could
have settled the claims without seeking bankruptcy . . . Chapter
11 is not supposed to be a vehicle, a method, to hammer down the
claims of those abused."

Judge Adler shed tears moments before delivering her ruling
because some victims stepped forward to thank her, according to
Union-Tribune reporters Sandi Dolbee and Mark Sauer.

The Tribune says Church officials were disappointed by the
judge's comments.  San Diego Diocese Spokesman Rodrigo Valdivia
insists that the financial breakdown is accurate.

                       Objection Overruled

Judge Adler overruled the objection to the Dismissal Request
asserted by J. Brian Campbell, Esq., in Needles, California, on
behalf of Dean A. and Wayne B.

"As this case is being dismissed without any impact [with respect
to] non-settled cases, plaintiffs Dean A. and Wayne B. retain
their full state court rights to pursue litigation against [the
Diocese]," Judge Adler said.

Prior to the ruling, Irwin M. Zalkin, Esq., at Zalkin & Zimmer,
LLP, in San Diego, California, informed the Court that pursuant
to an initial case management order governing the coordinated
proceedings in Clergy I and Clergy II cases, it was the
responsibility of the defense counsel to provide the plaintiff's
liaison counsel, Kiesel, Boucher & Larson, LLP, with the
complaint's information.  However, upon information and belief,
he says, Mr. Campbell never served his original complaint, and
only provided information from an amended complaint filed in
2004.

Mr. Zalkin noted that during the mediation sessions of San
Diego's bankruptcy case, a schedule of the 2003 and post-2003
cases were made available to all of the claimants' counsel
present, including Mr. Campbell.  However, neither Zalkin &
Zimmer nor Judge Papas were made aware of any changes to the
schedules by Mr. Campbell.  The list of 2003 cases produced by
Kiesel Boucher was compared to the Diocese's list by Judge Papas,
and Mr. Campbell's two cases were not listed on either list.

In addition, Mr. Zalkin told the Court that he and Michael H.
Zimmer, Esq., attended the September 6, 2007 meeting -- where Mr.
Campbell was advised by Judge Papas' clerk that he was not listed
as an attendee.  According to Mr. Zalkin, Mr. Campbell did not
contact either him, Mr. Zimmer or Judge Papas on that day.  The
first time that Zalkin & Zimmer became aware of Mr. Campbell's
cases was on September 7, through a phone call at approximately
2:30 p.m., followed by an e-mail.

                        Professional Fees

The Court reserved its jurisdiction to hear and determine fees of
professionals.

Judge Adler directed the Diocese to give notice of the deadline  
for all professionals to seek payment of fees, which fee
applications will be heard at the next available and convenient
date.

"In court ruling-jurisdiction" is likewise reserved to allow
Judge Papas to confirm the Memorandum of Understanding
settlement, Judge Adler held.

                   About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately 3,000    
people in various areas of work.  The Diocese filed for Chapter 11
protection just before commencement of the first of court
proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  Attorneys at Pachulski Stang Ziehl & Jones LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules of assets and liabilities, the Diocese listed total
assets of $152,510,888 and total liabilities of $72,754,092.  

On March 27, 2007, the Debtor filed its plan and disclosure
statement.  On March 7, 2007, San Diego filed an Amended Plan and
Disclosure Statement and on March 8, the Court approved the
adequacy of the Amended Disclosure Statement explaining the
Amended Plan.  On April 24, 2007, the Court confirmed the Debtor's
Amended Plan.  (Catholic Church Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000).


CETUS ABS: Moody's Junks Ratings on Five Note Classes
-----------------------------------------------------
Moody's Investors Service placed these notes issued by Cetus ABS
CDO 2006-3 Ltd. on review for possible downgrade:

   -- $757,000,000 Class A-1A Floating Rate Senior Secured
      Variable Funding Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $29,000,000 Class S Floating Rate Senior Secured Notes
      Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $30,000,000 Class A-1B Floating Rate Senior Secured Notes
      Due 2051

      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:

   -- $163,000,000 Class A-2 Floating Rate Senior Secured Notes
      Due 2051

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: A2, on review for possible downgrade

   -- $90,000,000 Class B Floating Rate Secured Notes Due 2051

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Baa2, on review for possible downgrade

   -- $65,000,000 Class C-1 Floating Rate Deferrable Secured
      Notes Due 2051

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Caa1, on review for possible downgrade

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

   -- $26,000,000 Class C-2 Floating Rate Deferrable Secured
      Notes Due 2051, Downgraded to Ca from A3

      Prior Rating: A3, on review for possible downgrade

      Current Rating: Ca

   -- $43,000,000 Class D-1 Floating Rate Deferrable Secured
      Notes Due 2051, Downgraded to Ca from Baa2

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $8,000,000 Class D-2 Floating Rate Deferrable Secured
      Notes Due 2051, Downgraded to Ca from Baa3

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Ca

   -- $6,000,000 Class E Floating Rate Deferrable Secured Notes
      Due 2051

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Ca

   -- $15,500,000 Class X Fixed Rate Deferrable Secured Notes
      Due 2051

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of Cashflow
CDOs, RMBS, CMBS, and ABS securities.


CETUS ABS: Moody's Junks Ratings on Three Note Classes
------------------------------------------------------
Moody's Investors Service placed these notes issued by CETUS ABS
CDO 2006-1 LTD. on review for possible downgrade:

   -- $100,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $50,000,000 Class A-2 Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Ba1, on review for possible downgrade

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

   -- $55,000,000 Class B Floating Rate Deferrable Subordinate
      Secured Notes Due 2046

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ca

   -- $40,000,000 Class C Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 2046, Downgraded to Ca from
      Baa2

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $30,000,000 Class D Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 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 Cashflow
CDOs, RMBS, CMBS, and ABS securities.


CETUS ABS: Moody's Junks Ratings on Two Note Classes
----------------------------------------------------
Moody's Investors Service placed these notes issued by Cetus ABS
CDO 2006-2 on review for possible downgrade:

   -- $100,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $50,000,000 Class A-2 Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Ba1, on review for possible downgrade

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

   -- $55,000,000 Class B Floating Rate Deferrable Subordinate
      Secured Notes Due 2046

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ca

   -- $40,000,000 Class C Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 2046

      Prior Rating: Baa2, 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 Cashflow
CDOs, RMBS, CMBS, and ABS securities.


CETUS ABS: Moody's Downgrades Ratings on Two Note Classes to Low-B
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Cetus ABS
CDO 2006-4 Ltd. on review for possible downgrade:

   -- $150,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $75,000,000 Class A-2 Floating Rate Senior Secured Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

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

   -- $82,500,000 Class B Floating Rate Deferrable Subordinate
      Secured Notes Due 2047

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

   -- $60,000,000 Class C Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 2047

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

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

   -- $22,500,000 Class D Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 2047

      Prior Rating: Ba1

      Current Rating: Ca

   -- $30,000,000 Class E Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 2047

      Prior Rating: Ba2, 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 CDOs,
RMBS, CMBS, and ABS securities.


CII CARBON: Prices $235 Million Senior Subordinated Bonds
---------------------------------------------------------
CII Carbon LLC, subsidiary of India's Rain Calcining Ltd., has
priced its $235 million senior subordinated bonds due 2015,
Reuters reports citing a source close to the deal.

According to Reuters' source, the bonds, which will not be
redeemable for four years, will have a yield of 11.125% and a
spread of 672 basis points over similar Treasury issuance.

Proceeds from the notes will be used to refinance the outstanding
amount from a bridge loan availed to complete RCL's acquisition of
CII.  Rain Calcining acquired CII in July 2007 in a primarily cash
transaction valued at $619 million.

Headquartered in Kingwood, Texas, CII Carbon LLC is a producer of
calcined coke globally with approximately 1.9mt capacity and seven
operating locations in the United States.

Headquartered in Hyderabad, India, Rain Calcining Ltd --
http://www.raincalcining.com/-- is one of the top five
producers of calcined coke globally, and is the largest in Asia.  
It has an annual production capacity of 0.6 million tons, and its
plant is located in Visakhapatnam (India).  Aside from calcining,
the company also operates in the power and trading segments.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Moody's Investors Service assigned a B2 corporate family rating to
CII Carbon LLC, and a B2 probability of default rating.  At the
same time, Moody's assigned a B1 rating to CII Carbon's secured
bank facility and a B3 rating to CII's and CII Carbon Corp.'s (co-
issuers) $235 million guaranteed senior subordinated notes due
2015.


CITIUS II: Moody's Cuts Rating on $19 Mil. Class D Notes to Ba3
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Citius II
Funding Ltd. on review for possible downgrade:

   -- $1,800,000,000 aggregate Principal Component of
      commercial paper notes

      Prior Rating: P-1

      Current Rating: P-1, on review for possible downgrade

   -- $95,000,000 Class A Secured Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $50,000,000 Class B 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:

   -- $20,000,000 Class C Deferrable Floating Rate Notes Due
      2047

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $19,000,000 Class D Deferrable Floating Rate 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.


COGNIGEN NETWORKS: Buying Commission River Thru 16 Million Shares
-----------------------------------------------------------------
Cognigen Networks Inc. has signed a Letter of Intent to acquire
Commission River Inc.  Under the Letter of Intent, Cognigen
proposes to issue 16 million shares of its common stock for the
acquisition.  

Cognigen also signed a management services agreement with
Commission River to provide day-to-day management services for
Cognigen's agent-based affiliate marketing business effective
immediately.
    
The acquisition is subject to standard closing conditions,
including the completion of due diligence activities, drafting and
execution of a definitive purchase agreement, and board of
director approval.  Upon completion of the acquisition, Cognigen
intends to enter into employment agreements with Commission
Rivers' founders, Adam Edwards and Patrick Oborn.
    
"We are excited to expand our business with the addition of
Commission River," Bob Bench, Cognigen's new CEO, stated.
"Commission River and its management team bring the capabilities
and experience in the affiliate marketing area that enhance
Cognigen's existing abilities.  We anticipate that this
acquisition, if completed, will also add new technologies to
Cognigen that will make it easier for agents and vendors to do
business with us."  

"This is the first of several initiatives to re-establish our
capabilities to support our agents and re-build confidence," Mr.
Bench added.  "We believe Cognigen will greatly benefit from the
wealth of Internet marketing and affiliate management experience
of the Commission River management team.  We also believe that
Commission River will provide interim operational services while
we work towards completing the acquisition.  If the acquisition is
completed, we anticipate that our agents will benefit from the
added support resources and future product offerings."
    
"We are excited about the opportunity to combine our business with
Cognigen," Adam Edwards, president of Commission River, said.  "We
share their vision to become one of the leaders in the affiliate
marketing space and believe that the combination of our
technology, processes, and program with Cognigen's programs and
agent base will create tremendous opportunities for all involved -
- including agents, vendors and both companies.  Under the
management services agreement, we can immediately step-in and
provide management support to the business."
    
                     About Commission River

Headquartered in Draper, Utah, Commission River Inc. --
http://www.commissionriver.com/-- is an online pay-per-action  
marketing network that gathers customers for select vendors.  
Commission River provides marketing tools, training, and tracking
that enables online affiliates the ability to drive leads using
blogs, paid search, and organic search engine optimization
techniques.  Commission River likewise creates software that
enables affiliates the ability to coordinate, cross-link, and
share ideas with each other in a close-knit community whose
emphasis is on mutual success.  The company was founded in 2005.

                    About Cognigen Networks

Based in Mountlake Terrace, Washington, Cognigen Networks Inc.
(OTC BB:CGNW.OB)  -- http://www.cognigen.net/-- operates as an  
Internet and relationship enabled marketer.  It offers a range of
telecommunication services and related technology products.  The
company offers domestic and international long distance telephone
and personal communication services.  The company also sells
prepaid calling cards/pins, and paging, wireless communications,
and computers and Internet-based telecommunications products.  

In addition, the company, through its wholly owned subsidiary,
Cognigen Business Systems Inc., provides integrated broadband
voice, data, video, and management communication and control
support services to the quick service retail industry through an
integrated suite of services, known as Retail Technologies CO-Op.  

At June 30, 2007, the company's balance sheet showed $1,015,490          
in total assets, $2,316,869 in total liabilities, resulting in
$1,301,379 stockholders' deficit.

The company posted a net loss of $680,228 on $5,619,892 of revenue
for the year ended June 30, 2007, as compared with a net loss of
$1,308,483 on $6,245,275 of revenue in the prior year.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Ehrhardt Keefe Steiner & Hottman PC raised substantial doubt
about Cognigen Networks Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2007.


COLDWATER CDO: Moody's Cuts Rating on Class C Notes to B1
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Coldwater
CDO Ltd. on review for possible downgrade:

   -- $290,000,000 Class A-1 Floating Rate Senior Secured Notes
      due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $32,000,000 Class A-2 Floating Rate Senior Secured Notes
      due 2046

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Aa2, on review for possible downgrade

   -- $29,000,000 Class A-3 Floating Rate Senior Secured Notes
      due 2046

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: A3, on review for possible downgrade

   -- $20,000,000 Class B Floating Rate Subordinate Secured
      Deferrable Notes due 2046

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Baa3, on review for possible downgrade

   -- $13,000,000 Class C Floating Rate Junior Subordinate
      Secured Deferrable Notes due 2046

      Prior Rating: Baa2, on review for possible downgrade

      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
residentila mortgage-backed securities.


COLUMBUSNOVA CLO: S&P Puts 'BB' Prelim Rating on $11.25 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ColumbusNova CLO IV Ltd. 2007-II/ColumbusNova CLO IV
Inc. 2007-II's $403.75 million floating-rate notes due 2021.
     
The preliminary ratings are based on information as of Nov. 5,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

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

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

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
     
   
                 Preliminary Ratings Assigned
         ColumbusNova CLO IV Ltd. 2007-II/ColumbusNova
                     CLO IV Inc. 2007-II
   
        Class                   Rating            Amount
        -----                   ------            ------
        A-1                     AAA            $300,250,000
        A-2                     AAA             $27,000,000
        B                       AA              $26,250,000
        C                       A               $25,000,000
        D                       BBB             $14,000,000
        E                       BB              $11,250,000
        Subordinated notes      NR              $46,250,000
   

                        NR - Not rated.


COUNTRYWIDE FINANCIAL: Extends Stock Options for Eight Executives
-----------------------------------------------------------------
Countrywide Financial Corp. disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that eight senior
executive were given extensions of one or two years on options to
buy the company's share at prices ranging from $32 to $39, the
Wall Street Journal reports.

Documents filed with the SEC shows that the executives are:

    * Marshall M. Gates
      Senior Managing Director, Chief Administrative Officer

    * Anne McCallion
      Senior Managing Director, Chief of Financial Operations &
      Planning

    * Laura K. Milleman
      Senior Managing Director, Chief Accounting Officer

    * Anrew Gissinger III
      Executive Managing Director, Residential Lending

    * James W. Schakett
      Executive Managing Director,Chief Operations Officer

    * Sandor E. Samuels
      Executive Managing Director, Chief Legal Officer & Assstant
      Secretary

    * Jeffrey K. Speakes
      Executive Managing Director, Chief Economist

    * Kevin Bartlett
      Executive Managing Director, Chief Investment Officer

The extensions, according to WSJ, didn't include President and
Chief Executive Officer Angelo Mozilo, as well as, Chief Operating
Officer, David Sambol.

Citing a company spokesman, WSJ relates that the extensions were
given in order to retain "valued employees."  The extensions
further apply to nearly all of the stock options granted by the
company in 2004 and 2005 to several thousand employees, WSJ adds.

Alan Johnson, managing director of Johnson Associates Inc.,
however states that the move could be worthless since it weakens
the idea that executives should make money based on an increase in
the stock price, Wsl discloses.  Johnson Associates doesn't advise
Countrywide.

                   About Countrywide Financial
    
Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified      
financial services provider.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

                          *     *     *

The company continues to carry Moody's Ba2 long-term rating.


DELPHI CORP: Equity Panel Balks at Disclosure Statement Changes
---------------------------------------------------------------
The Official Committee of Equity Security Holders of Delphi
Corporation and its debtor-affiliates submitted an emergency
motion with the U.S. Bankruptcy Court for the Southern District of
New York to adjourn the hearing scheduled on Nov. 8, 2007, to a
later date, on, and fix a new time to object to,

   (i) the Debtors' request for approval of the Disclosure
       Statement,

  (ii) the proposed procedures for soliciting votes on the
       Plan, and

(iii) the proposed amendment to the Delphi-Appaloosa Equity
       Purchase and Commitment Agreement.

As reported in the yesterday's Troubled Company Reporter, Delphi
Corp. asked the Court to adjourn until "later this month" the
hearing currently scheduled for Nov. 8 to consider potential
amendments to its Joint Plan of Reorganization and related
Disclosure Statement as well as a proposed amendment to its
Investment Agreement.

Delphi continues to expect that it will emerge from Chapter 11
during the first quarter of 2008.

Bonnie Steingart, Esq., at Fried, Frank, Harris,
Shriver                                           
& Jacobson LLP, in New York, noted that on Oct. 29, 2007,
under the guise of filing "amendments," the Debtors jettisoned
the Plan and Disclosure Statement filed on Sept. 6, 2007.  The
new October plan and October disclosure statement, he notes,
materially modify, among other things,

   (i) the Debtors' total enterprise value by approximately
       $900 million;

  (ii) the total enterprise value on which the purchase price
       for the plan investors is based by $1 billion;

(iii) the ownership structure of reorganized Delphi;

  (iv) the capital structure of reorganized Delphi;

   (v) the nature and amount of distributions to each major
       stakeholder class (other than, notably, the parties with
       claims pursuant to the MDL settlements); and

  (vi) the rights offering and warrants described in the
       September Plan and September Disclosure Statement.  

Ms. Steingart points out that the magnitude of the changes in
recoveries and structure results in a new Chapter 11 plan that:

   (1) eschews the Delphi-Appaloosa Equity Purchase and
       Commitment Agreement approved by the Court on August 2,
       2007;

   (2) is not consensual;

   (3) amounts to a massive shift in value being distributed to
       stakeholders; and

   (4) changes the financial underpinnings of the September
       Plan.

Thus, whether viewed in form or substance the magnitude of the
changes are enormous, Ms. Steingart asserts.  She pointed out
there are approximately 340 pages of changed and new disclosure.

Ms. Steingart noted that the Debtors, in asking the Court on
Sept. 27, 2007, and again on Oct. 3, 2007, to continue the
hearing on the September Disclosure Statement, represented to the
Court that only "laser-like" changes to the September Plan would
be forthcoming.  However, the changes the Debtors propose are far
from "laser-like," drastically modifying stakeholder recoveries
and the structure of distributions under the September Plan, as
well as give rise to numerous disclosure and confirmation
objections.

Ms. Steingart recounted that since the adjournment of the
Oct. 3, 2007 Disclosure Statement Hearing, the Debtors have
met with their stakeholders on several occasions.  During
these meetings and discussions, many of which the Equity Committee
was excluded from participating in, apparently the Debtors
completely abandoned the consensual deal and yielded
to pressure exerted by the ad hoc committee of bondholders,
the Official Committee of Unsecured Creditors and the Plan
Investors.  During this period the Equity Committee received draft
term sheets which reflected continuing diminution of recoveries
for equity.  The end result has been changes to recoveries that
are so profound they can only be described as a new Chapter 11
plan.  The recovery to equity holders as a practical matter has
been eviscerated.

Specifically, Ms. Steingart detailed, the distribution of primary
equity has been eliminated, the warrants have changed from a five-
year to a six-month duration, and equity's participation in the
discount rights offering has been eliminated and the entire
participation is now given to unsecured creditors.  To add insult
to injury, the New Plan, she said, also incorporates a "death
trap" provision with respect to the proposed meager recovery to
equity holders.  In addition, certain unsecured creditors are
receiving a recovery that is greater than the amount of their
claims, which is disguised by a manipulation of the Debtors'
total enterprise value.

Ms. Steingart also noted that:

    -- the Plan Investors have renegotiated their deal and are
       now receiving significantly more for their investment
       under the New EPCA than what was agreed to in the
       Current EPCA.  This is true even though the Plan
       Investors, who  received significant fees to date for
       their "commitment,"  remain bound by the Current EPCA,
       which is still in place and has not been terminated.  
       Furthermore, there is a total lack of transparency as to
       why the Debtors have sought to alter drastically the
       consensual deal.  

    -- It appears that management was negotiating its
       compensation and incentive plans with the Plan Investors
       and the Creditors Committee at the same time they were
       allowing the renegotiation of the terms of the Plan and
       the EPCA.  The New Disclosure Statement provides plans
       and programs under which emergence bonuses for
       executives alone are far in excess of the recoveries now
       proposed for equity.

Ms. Steingart asserts that in any event, due process mandates
that parties be provided at least 25 days to evaluate the New
Disclosure Statement, as required by Rules 2002(b) and 3017(a) of
the Federal Rules of Bankruptcy Procedure.  As much as the
Debtors may desire, they are not entitled to require creditors
and equity holders to analyze and evaluate the New Disclosure
Statement and formulate appropriate objections in four days, she
contends.

Bankruptcy Rule 2002(b) requires that parties-in-interest be
given 25 days' notice of "the time fixed for filing objections
and the hearing to consider approval of a disclosure statement"
while Bankruptcy Rule 3017(a) provides that the court will hold a
hearing to consider approval of the Disclosure Statement on 25
days' notice.

Thus, to protect the integrity of the Chapter 11 process, the
Equity Committee asks the Court to require the Debtors to comply
with the notice and hearing requirements of Bankruptcy Rules
2002(b) and 3017(a).

This will ensure that all parties in interest have ample
opportunity to evaluate the implications of the New Plan and the
adequacy of the disclosures in the New Disclosure Statement with
respect to the new structure, Ms. Steingart asserts.

Brandes Investment Partners, L.P., a registered investment
advisory firm that provides investment advisory services, echoed
the Equity Committee's calls for an adjournment of the Disclosure
Statement Hearing.  

Brandes Investment, which currently has under management almost
4% of the issued and outstanding shares of Delphi, agrees with
the Equity Committee's position that given the significant
revisions from the Original Plan and the impact the substantive
rights and recoveries of the Debtors' stakeholders, the Debtors
have now put forth in their 11-hour filing is, in effect, a
completely new plan.  In view of these changes, the Debtors
should be required to comply with the notice and hearing
requirements and adjourn the Disclosure Statement Hearing,
Brandes maintains.

     Equity Committee Wants New Disclosure Statement Denied

As required by Section 1125(a)(1) of the Bankruptcy Code, a
Chapter 11 disclosure statement must contain information
sufficient to enable holders of claims and interests in the
debtor's estates to make an informed judgment on the plan.

Despite the many economic and structural changes in the Debtors'
proposed plan, which affect virtually every one of the Debtors'
constituencies, the New Disclosure Statement does not provide
information critical to the ability of the Debtors' stakeholders
to make an informed judgment to vote to accept or reject the New
Plan, Ms. Steingart asserts.  Moreover, she notes, the proposed
plan is unconfirmable as a matter of law.

In that light, the Equity Committee asks the Court to deny
approval of the proposed amended Disclosure Statement filed on
Oct. 29, 2007.

As previously reported, the Equity Committee supported the Plan
and Disclosure Statement filed on Sept. 6, 2007, which was based
upon a consensual deal reached with stakeholders in the
Chapter 11 cases.  However, the Equity Committee notes that the
documents submitted by the Debtors on October 29 provides for a
virtually unrecognizable revised plan of reorganization and
disclosure statement that reflects a complete re-trade of the
consensual deal memorialized in the Original Plan.  

Ms. Steingart avers that this re-trade, on information and
belief, was instigated by groups who are using the tightening in
the credit markets and certain minor short term inventory
adjustments related to General Motors Corp. as a pretext for
demanding more value for themselves, at the expense of existing
equity.

According to Ms. Steingart, the tightening of the credit markets
was hardly an unforeseen subsequent event; to the contrary,
reports of decreased credit capacity date back to the mid-July
2007 timeframe, almost two months prior to the filing of the
Original Plan and Original Disclosure Statement on September 6.  
Similarly, she notes, forecasts relating to North American
automotive production levels were announced prior to the time the
Original Disclosure Statement was filed and by their own admission
the Debtors characterized such information as overstated.

The Debtors, according to Ms. Steingart, nonetheless facilitated
this improper and unwarranted re-trade by, among other things:

     * excluding the Equity Committee from the critical
       negotiation sessions at which the New Plan was
       formulated, and only "inviting" them back to the table
       after existing equity's recoveries had already been
       gutted;

     * acceding to the demands of unsecured creditors that they
       be given the right (allocated to existing equity under
       the Original Plan) to participate in a discount equity
       offering that was intended to be a significant source of
       value for existing equity;

     * agreeing to replace equity holders' previously agreed
       recoveries with "rights" with de minimus value to
       monetize portions of other stakeholders' primary
       distributions of new common stock; and

     * permitting the Plan Investors, led by Appaloosa          
       Management, L.P., to renegotiate their contractual
       commitment to invest in the reorganized Debtors,
       effectively creating a windfall of value for their
       investment.

Ms. Steingart asserts that the New Disclosure Statement does not
contain sufficient disclosure as to:

A. The reasons why the Debtors determined it necessary and in
    the best interest of stakeholders to renegotiate the fully
    consensual agreement embodied in the Original Plan or the
    basis for the changes underlying the New Plan.

       The New Disclosure Statement provides no rational basis
       for the Debtors' significant downward adjustment of its
       total enterprise value, approximately $900,000,000, and
       the subsequent shifting of value from equity holders to
       unsecured creditors and to the Plan Investors.

       The New Disclosure Statement's vague references to
       "lowered projections" and "changes in the Business Plan"
       provide no such explanation because the changes in the
       Business Plan consist of reduced EBITDAR projections for
       a single year of the Debtors' four year business plan,      
       with increases in projected cash flows for the entire
       2008 through 2011 period due to the New Plan's changes
       in the reorganized Debtors' capital structure and the
       reduction of its debt burden.  These changes neither
       justify nor explain the virtual elimination of an
       estimated $470 million of value to equity holders.

B. Any reasonable justification for the Debtors' allowing the
    Plan Investors and others to escape their commitments to
    the terms of the Original Plan as set forth in the EPCA
    approved by the Court on Aug. 2, 2007.  

       The EPCA has not been terminated and remains in full
       force.  Thus, it appears that the Debtors made the
       fundamental changes embodied in the New Plan, with its
       effective elimination of the ability of existing equity
       holders to realize any meaningful value from the
       Debtors' reorganization, simply because the Plan
       Investors and others allied with the Plan Investors
       demanded that they do so.  The absence of justification
       is especially egregious since the Plan Investors were
       awarded and paid substantial fees and break up
       protections in exchange for their commitment to the deal
       embodied in the Original Plan.

C. Additional material information about the New Plan to which
    the Debtors' stakeholders, including existing equity, must
    have in order to make an informed decision with respect to
    the New Plan.  

       For instance, one of the Debtors' most significant
       assets is its affirmative claims against and defenses to
       claims by GM.  It is the proposed settlement of these
       claims that has enabled the Debtors to reach its
       transformation agreements with GM and various unions,
       formulate a Chapter 11 plan and propose to pay creditors
       in full on their allowed claims.  This value from GM
       appropriately provided the source of the recovery to
       equity under the Original Plan.  Yet, despite the
       importance of the GM claims and the settlement thereof,
       the New Disclosure Statement's assessment of the claims
       falls well short of what is needed to make an informed
       judgment as to the merits and reasonableness of the
       settlement.

Ms. Steingart also asserts that the New Disclosure Statement must
not be approved because it relates to a plan that is patently
unconfirmable.  He cites, among other things:

  * The New Plan Impermissibly Provides Senior Unsecured  
    Creditors With More Than Par-Plus-Accrued Recovery.

       Under the New Plan, all unsecured creditors will receive
       a 100% recovery, but instead of a combination of cash
       and primary equity at a plan value of $45 per share,
       senior unsecured creditors will receive a distribution
       of primary equity at a New Plan value of $41.58, plus
       rights to acquire additional equity shares at $34.98, a
       significant discount to the New Plan value of $41.58.  
       However, the equity distributions to GM under the New
       Plan remain based on the total enterprise value set
       forth in the Original Plan of $45 per share.  Assuming a
       consistent plan value of $45 per share for all
       distributions to all stakeholders, under the New Plan,
       senior unsecured creditors are to receive more than
       their allowed claims -- a recovery that is strictly
       prohibited by Section 1129(b)(2)(B) of the Bankruptcy
       Code.

  * The GM Settlement, a Cornerstone of the New Plan and the
    Basis for Recoveries, is Not Reasonable or Appropriate.

       The GM Settlement is not reasonable and in the best
       interests of the Debtors' estates because it does not
       provide for an equitable allocation of value.  Current
       equity holders are not receiving sufficient value from   
       the GM Settlement in exchange for releases of claims
       against GM, which have value in the billions of dollars;
       the GM Claims cannot be released by equity in exchange
       for $69 million of very short-term securities.

  * The New Plan Impermissibly Provides for Post-Petition
    Interest on Creditors Claims.

       As a general rule, unsecured creditors are not entitled to
postpetition interest unless the debtors can demonstrate it is
required under either the best interest test set forth in Section
1129(a)(7)(ii) of the Bankruptcy Code or the fair and equitable
test set forth in Section 1129(b)(1).  The New Plan provisions for
postpetition interest can not be justified under both tests.

  * The Treatment of the Section 510(b) Equity Claims under the
    New Plan Violates the Bankruptcy Code

       Under the MDL Settlement and pursuant to the New Plan,
       the Securities Class and ERISA Class would receive, in
       the aggregate, in addition to insurance proceeds and
       certain other payments, an allowed claim and interest
       totaling $204 million, which claims is to be paid in the
       same plan currency that will be distributed to general
       unsecured creditors.  By this treatment under the New
       Plan, these claims by recipients of the MDL Settlement,
       claims arising out of the purchase or sale of equity
       securities would be placed in a class senior to equity,
       when at best they should be pari passu with equity
       pursuant to Section 510(b) of the Bankruptcy Code.

          Lead Plaintiffs: Some Issues Remain Unresolved

The lead plaintiffs in the consolidated securities class action
entitled In re Delphi Corp. Securities Litigation, Master Case
No. 05-md-1725 (GER) (E.D.Mich.), which previously agreed to,
among other things, a $204 million general unsecured claim to
settle its lawsuit against the Debtors, say that they are still
discussing with the Debtors their concerns based upon the current
versions of, and the proposed revisions to, the Plan and
Disclosure Statement.

The Debtors on Oct. 29, 2007, said they will modify the Plan
currency that will be utilized to satisfy Lead Plaintiffs'
$204 million allowed claim.  Under the revised Plan, this claim,
upon the required final approval by the Bankruptcy Court and the
U.S. District Court for the Eastern District of Michigan, will now
be satisfied with shares of New Common Stock of reorganized Delphi
and rights to participate in a Discount Rights Offering.

Michael S. Etkin, Esq., at Lowenstein Sandler PC, in New York,
relates that the current versions of the Disclosure Statement and
Plan address many of Lead Plaintiffs' concerns, but not all of
them.

The Debtors previously agreed to make several revisions to insure
consistency between the Disclosure Statement and Plan and the
Stipulation of Settlement resolving the Securities Litigation.   

The parties have not yet been able to reach agreement on two of
Lead Plaintiffs' proposed revisions to the Disclosure Statement
and Plan involving third party releases and certain conditions to
the effectiveness of the Plan.

To the extent the Lead Plaintiffs' outstanding concerns with the
Disclosure Statement are not resolved on or prior to the hearing
on Nov. 8, 2007 or any adjourned date, the Lead Plaintiffs reserve
the right to raise any and all remaining objections to the
Disclosure Statement at the hearing.

                     About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 94; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


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

The exchange offer was completed at 12:00 midnight New York City
time on Nov. 2, 2007.  EPL said that it has been informed by the
exchange agent that as of 12:00 midnight New York City time on
Nov. 2, 2007 100% of the $150 million principal amount of floating
rate Senior Notes due 2013 and $300 million principal amount of
9.75% Senior Notes due 2014 had been tendered in the exchange
offer.

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

                          *     *     *

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


FEDERAL GYPSUM: Court Approves $1.5 Million DIP Financing
---------------------------------------------------------
Michael Simpson, executive vice president of Federal Gypsum
Company, said the company obtained permission Monday from a
Halifax Court to borrow up to $1.5 million debtor-in-possession
term financing, Nancy King of Cape Breton Post reports.

However, under the DIP facility, the company can only borrow up to
$475,000 for the period through Nov. 29, 2007, the report adds.

As previously reported, the Supreme Court Justice of Nova Scotia
gave Federal Gypsum stay extension until November 29.  The stay
extension was contingent on the company's ability to secure DIP
financing.

Located on Canada's east coast, Federal Gypsum Company --
http://www.federalgypsum.com/-- manufactures and supplies gypsum  
product solutions including PlasterRock(R) Gypsum Wallboard.
Federal Gypsum has a manufacturing capacity of about 275 million
square feet, and uses local Nova Scotia gypsum and 100% recycled
paper.  As of October 2007, the company operates at 20% capacity
and has about 30 workers.

The company was granted bankruptcy protection under the Companies'
Creditors Arrangement Act by the Nova Scotia Supreme Court Justice
in September 2007.  The Court appointed BDO Dunwoody Goodman Rosen
Inc. as monitor in the Federal Gypsum's cases.  The company has
about $32 million in liabilities.  The Court extended the
bankruptcy protection of the company until Nov. 29, 2007.


FEDERAL-MOGUL: Plan Proponents Incorporate Insurer Settlements
--------------------------------------------------------------
Federal-Mogul Corp. and its debtor-affiliates, together with the
Official Committee of Unsecured Creditors, the Official Committee
of Asbestos Claimants, the Legal Representative for Future
Asbestos Claimants, the Official Committee of Equity Security
Holders, and JPMorgan Chase Bank, N.A., as administrative agent
for Federal-Mogul Corp.'s prepetition secured credit facility, ask
the U.S. Bankruptcy Court for the District of Delaware to approve
certain modifications to the Fourth Amended Joint Plan of
Reorganization.

The Court will consider approval of the Insurer Settlements and
other Plan-related matters today, Nov. 7, 2007.

Among others, the Plan Proponents modified and restated the
Fourth Amended Plan to:

   -- reflect agreements that they have reached with the
      remaining Plan Objectors, including a coverage-in-place
      agreement among Felt Products Manufacturing Co., Federal-
      Mogul Corp., and certain signatory insurers;

   -- provide that assets of the Asbestos Personal Injury Trust
      will include:

      * the Reorganized Federal-Mogul Class B Common Stock;

      * Asbestos Insurance Action Recoveries attributable to
        any Asbestos Personal Injury Claims;

      * certain of the Asbestos Insurance Settlement Agreements
        attributable to any Asbestos Personal Injury Claims;
        and

      * insurance coverage addressed in the Asbestos
        Coverage-In-Place Agreement.

   -- provide that Class IO will consist of all outstanding
      shares of Federal-Mogul common stock, of which there were
      89,861,480 shares outstanding as of July 25, 2007, and
      will also include up to 1,482,716 additional shares; and

   -- include Rothschild Inc. among the Released Parties.

In accordance with settlements between the Debtors and various
insurers, the Plan Proponents amended the list of Settling
Asbestos Insurance Companies, a full-text copy of which is
available for free at http://ResearchArchives.com/t/s?2506

                          CIP Agreement

Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, the Debtors ask the
Court to approve the Asbestos Bodily Injury Coverage in Place
Agreement among Felt Products Manufacturing Co., Federal-Mogul
Corp., and certain signatory insurers.

A full-text copy of the CIP Agreement is available at no charge
at http://ResearchArchives.com/t/s?2507

The CIP Agreement outlines certain obligations that the Debtors,
the Asbestos Trust, and the CIP Insurers have agreed to undertake
in connection with the confirmation and implementation of the
Fourth Amended Plan, James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, informs the Court.

Pursuant to the CIP Agreement, the Debtors will:

   (1) modify the treatment of Fel-Pro and Vellumoid Claims  
       under the Plan;

   (2) sell to The Travelers Indemnity Company, free and clear
       of all liens, claims, and encumbrances, all of their   
       right, title and interest in the certain post-1986
       insurance policies; and

   (3) release the CIP Insurers with respect to specifically
       described categories of claims.

Moreover, the Asbestos PI Trust will establish and fund
an escrow account at an initial sum of $3 million, plus
$4.3 million worth of escrow replenishment funds to be held in a
Trust sub-fund for the purpose of seeking coverage from non-
participating insurers or paying unallocated defense costs and
unallocated indemnity costs relating to Fel-Pro or Vellumoid
Claims; Mr. O'Neill relates that the Debtors and the Trust will

   (a) cooperate and assist the CIP Insurers with respect to
       the defense of potentially covered claims; and

   (b) will assign to the CIP Insurers any rights to collect
       payment from any non-party insurers with respect to
       Covered Defense Costs or Covered Indemnification Costs
       for which the Settling Insurers are liable under the
       terms of the Agreement.

The Trust, Mr. O'Neill adds, will use all commercially reasonable
means to pursue insurance coverage from Columbia Casualty Company,
Continental Casualty Company, The Continental Insurance Company,
and their affiliates for all potentially insured claims under the
CNA insurance policies.

The CIP Insurers, on the other hand, agree to withdraw their
objections to the confirmation of the Plan.  The CIP Insurers,
however, will not be deemed or required to withdraw their
objections to the Plan A Settlement.

The CIP Insurers also consent to the Plan's contemplated
assignment to the Trust of insurance policy proceeds solely with
respect to Asbestos Claims.  In addition, the CIP Insurers agree
to pay Covered Defense Costs related to Fel-Pro Claims, Vellumoid
Claims or Mixed Claims and Covered Indemnification Costs on a
several liability basis.  The CIP Insurers further agree to
release the Debtors with regard to specifically designated claims.

As part of the Settlement, Travelers Indemnity's Claim No. 10163
will be partially allowed as a Class IE secured claim for
$700,000 to be paid in full in cash in accordance with the Plan.

The Debtors believe that the terms of the CIP Agreement are fair
and equitable.  The CIP Agreement will fully and finally settle
and compromise remaining Plan confirmation objections to the
treatment of Fel-Pro and Vellumoid Claims, Mr. O'Neill points out.

                     Other Insurer Settlements

The Debtors also ask the Court to approve separate settlements
that they have reached with Cooper Industries, LLC, and these
insurance companies:

   * OneBeacon America Insurance,

   * Seaton Insurance Company,

   * Stonewall Insurance Company,

   * TIG Insurance Company,

   * The ACE USA Companies comprised of Century Indemnity
     Company, Pacific Employers Insurance Company, Central
     National Insurance Company of Omaha, U.S. Fire Insurance
     Company, Insurance Company of North America, St. Paul
     Mercury Insurance Company, and ACE property and Casualty
     Insurance Company, and

   * The Travelers Indemnity Company and Travelers Casualty and
     Surety Company.

The Insurers' predecessors are alleged to have issued certain
liability insurance policies to Debtor Federal-Mogul Products,
Inc.'s predecessor.  The Debtors purchased F-M Products, then
known as Wagner Electric Corp., from Cooper in 1998.

Numerous asbestos claims have been asserted against F-M Products
with respect to certain insurance policies.  Both the Debtors and
Cooper assert rights under the Subject Policies.  Federal-Mogul
Corp. and F-M Products assert that the Insurers are obligated
under the Subject Policies to make liability payments and pay
defense costs in connection with the Asbestos Claims.

The Insurers dispute the Debtors' and Cooper's assertions as to
coverage under the Subject Policies.

The Debtors and the Insurers have initiated lawsuits against each
other in various jurisdictions in connection with insurance
coverage under the Subject Policies.

Among other things, the Insurer Settlements:

   -- settle and resolve the Coverage Dispute among the
      Debtors, Cooper, and the Insurers;

   -- dismiss, with prejudice, certain of the Coverage Actions;

   -- withdraw the Insurers' claims and objections to
      confirmation of the Plan, if any;

   -- limit the Insurers' future actions against the Debtors;
      and

   -- preserve certain rights and claims as among the parties.

Under the Settlements, the Insurers agree to pay the Debtors
these amounts:

          Insurer                 Settlement Amount
          -------                 -----------------
          ACE USA Companies          $34,000,000
          OneBeacon                    8,000,000
          Seaton                         837,500
          Stonewall                    3,000,000
          TIG                          8,010,000
          Travelers                    1,000,000

If the Court approves Plan A, Cooper will be entitled to 12% of
the Settlement Amount.  If the Court approves Plan B, Cooper will
be entitled to 20% of the Settlement Amount.

In return for the Settlement Amounts, the Debtors agree to
release the Insurers of all rights to insurance coverage for
released claims under the Subject Policies.  The Debtors will
also provide the Insurers with releases relating to Asbestos
Claims under the Pneumo Asbestos Insurance Policies.

Specifically, the Insurer Settlements provide for:

   -- a complete release of the Debtors' and the Asbestos
      Personal Injury Trust's rights with respect to the
      Subject Policies issued prior to 1987;

   -- a complete release of the Debtors' rights with respect to
      Asbestos Claims under the Pneumo Asbestos Insurance
      Policies; and

   -- a partial release of the Trust's rights with respect to
      Pneumo Asbestos Claims under the Pneumo Asbestos
      Insurance Policies.

Cooper will also release the Insurers from all product claims
relating to the pre-1987 Subject Policies, certain Asbestos
Claims, and any violation of the Unfair Claims Practices Acts or
similar statutes under state law or certain negligence, breach of
contract and bad faith causes of action.

Concurrent with the effectiveness of the Debtors' and Cooper's
releases, the Insurers release, covenant not to sue, and forever
discharge the Debtors and Cooper from and against all obligations
and claims in connection with the Subject Policies.

Mr. O'Neill clarifies that the Insurer Settlements do not apply
to:

   * the Debtors' rights to coverage relating to non-Asbestos
     Claims under the Pneumo Asbestos Policies;

   * Cooper's rights to coverage relating to non-products or    
     non-completed operations limits of the Subject Policies;
     and

   * MagneTek National Electric Coil, Inc.,'s rights to   
     coverage relating to non-products or non-completed
     operations limits of the Subject Policies for claims other
     than Asbestos Claims.

The Insurer Settlements do not negatively impact the rights of
Asbestos claimholders or non-party insurance companies, Mr.
O'Neill maintains.  The net proceeds of the Settlement Amount
arising from the the Debtors' insurance rights, he points out,
will be paid to the Trust for the benefit of the Asbestos
claimholders.  Any qualifying insurer will receive adequate
protection for loss of its contribution rights resulting from the
Settlements, Mr. O'Neill assures the Court.

TIG confirms that upon Court approval of its Settlement with the
Debtors and Cooper, it will withdraw, without further act or deed,
its objections to the Plan and any pending motions that it has
filed in the Debtors' Chapter 11 cases.

Cooper clarifies that it has not yet agreed to the Travelers
Settlement as proposed at this time.  Cooper reserves all its
rights to raise objections to the Settlement should ongoing
negotiations not conclude successfully.

                          Modified TDPs

In addition, the Plan Proponents modified the form of Asbestos
Personal Injury Trust Agreement and Asbestos Personal Injury
Trust Distribution Procedures, a full-text copy of which is
available for free at http://ResearchArchives.com/t/s?2508

In accordance with a Court-approved stipulation with Owens-
Illinois, Inc., the Plan Proponents modified the Asbestos PI TDPs
to provide, among other things, that nothing in the Plan limits or
impairs a claimant's obligation under applicable law to respond
fully to lawful discovery in an underlying civil action regarding
the claimant's submission of factual information to the Trust for
the purpose of obtaining compensation for asbestos-related
injuries from the Trust.

In exchange for the TDP modifications, Owens-Illinois has agreed
to withdraw its objections to the Plan with prejudice.

               Objections to Insurer Settlements

About six entities oppose the Insurer Settlements among the
Debtors, Cooper, ACE USA Companies, OneBeacon, Seaton, Stonewall,
TIG, and Travelers:

   * CNA,

   * Fireman's Fund Insurance Company and National Surety
     Company,

   * PepsiAmericas, Inc.; and

   * the Hartford Companies comprised of First State Insurance
     Company, Hartford Accident and Indemnity Company, and New
     England Insurance Company.

The proposed orders approving the Insurer Settlements include
language that purports to affect our rights of contribution and
subrogation against the Settling Insurers, the Objecting Entities
complain.

"[A]ll non-settling insurers' contribution claims that would have
been allowable and/or recoverable against the settling insurer but
for any applicable injunctions [should] be credited, dollar-for-
dollar, against any claim for coverage by the Debtors and/or the
Trust against the non-settling insurer," Michael W. Yurkewicz,
Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, in
Wilmington, Delaware, argues on Hartford's behalf.

Mr. Yurkewicz contends that the Proposed Approval Orders include
new potentially misleading surplusage regarding their effect on
the rights and obligations of non-settling insurers.  "This new
language is unnecessary, does nothing to clarify the Settlements,
and potentially creates confusion," he asserts.

CNA also objects to the CIP Agreement between the Debtors and the
CIP Insurers arguing that the CIP Agreement "thrusts upon [it] new
burdens that did not exist under the current claims handling
protocols and were not warranted under the applicable policies and
law."  The CIP Agreement does not adequately preserve its rights,
CNA contends.

In addition, Certain Underwriters at Lloyd's, London, and Certain
London Market Companies, complain that they were not given
adequate notice of the Insurer Settlements; thus, they are unable
to determine if, and to what extent, their rights are affected by
the Settlements.

The Objecting Entities thus ask the Court to disapprove the
Insurer Settlements unless the Proposed Approval Orders are
clarified to state that they will not eliminate, affect, or
impair any of their rights or obligations, including potential
rights of contribution and subrogation against the Settling
Insurers.

The Underwriter ask the Court to convene the hearing to consider
approval of the Insurer Settlements on November 14 to give them
adequate time to review the Settlements.

                      About Federal-Mogul

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.  
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing started on June 18, 2007.

(Federal-Mogul Bankruptcy News, Issue No. 151; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


FORD MOTOR: UAW Members to Vote on New Labor Pact on Sunday
-----------------------------------------------------------
United Auto Workers union members at Ford Motor Company plants,
including those in Missouri and Louisville, Kentucky, will be
voting on a new labor agreement between the carmaker and the union
on Sunday, Nov. 11, 2007, according to various reports.

As reported in yesterday's Troubled Company Reporter, Ford and the
union reached a tentative agreement on a four-year national labor
contract covering approximately 54,000 represented employees in
the United States.  The UAW Ford National Council -- made up of
delegates from more than 55 Ford facilities across the nation --
voted to unanimously recommend ratification of the union's 2007
tentative agreement with Ford.

The St. Louis Business Journal relates that voting will conclude
on Nov. 12, 2007.

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

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

                          *     *     *

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

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

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


FORD MOTOR: S&P Retains 'B' Rating Under Positive CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' long-term
corporate credit rating on Ford Motor Co. and Ford Motor Credit
Co. remains on CreditWatch with positive implications, following
the agreement between Ford and the United Auto Workers of a new
labor contract.  Ford's UAW workers are expected to vote on
ratification of the contract in the coming days, and S&P expect
the required approval level to be obtained.  The ratings were
placed on CreditWatch on Sept. 26, 2007, based on S&P's belief
that Ford would reach a deal similar to the one General Motors
Corp. reached with the UAW on that date. Ford's 'B-3' short-term
rating was not on CreditWatch.
      
"We expect to view the new Ford contract as favorable compared
with past agreements, and similar to the recent GM and Chrysler
LLC contracts in many ways," said Standard & Poor's credit analyst
Robert Schulz, "but Ford's challenges in turning around its North
American auto operations remain substantial."  The new contract is
reported to contain many of the same features as the GM contract,
including a new VEBA trust designed to take responsibility for
postretirement health care expenses and a lower-tier wage
structure for new hires.   
     
The main focus of S&P's analysis in resolving the CreditWatch
listing will be the effect of the new contract on Ford's liquidity
in the next several months, as well as prospects for Ford's cash
flow and liquidity during the next two years.  S&P will view the
new contract in light of Ford's multiyear plan to return its North
American operations to profitability, and S&P will weigh the costs
and benefits of the new contract over time, given the company's
workforce and retiree demographics.  All three Michigan-based
automakers are facing a range of challenges unrelated to their new
contracts, including slowing U.S. light-vehicle sales and shifts
away from what had been their most profitable vehicle segments in
recent years.


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

   -- $244,000,000 Class A-1a Floating Rate Notes Due December
      2045

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $400,000,000 Class A-1b Floating Rate Notes Due December
      2045

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $200,000,000 Class A-1b(i) Floating Rate Notes Due
      December 2045

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $200,000,000 Class A-1b(ii) Floating Rate Notes Due
      December 2045

      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:

   -- $159,000,000 Class A-2 Floating Rate Notes Due December
      2045

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Baa1, on review for possible downgrade

   -- $96,900,000 Class B Floating Rate Notes Due December 2045

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Baa3, on review for possible downgrade

   -- $68,300,000 Class C Floating Rate Deferrable Interest
      Notes Due December 2045

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

   -- $55,100,000 Class D Floating Rate Deferrable Interest
      Notes Due December 2045

      Prior Rating: Baa2, 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:

   -- $18,700,000 Class E Floating Rate Deferrable Interest
      Notes Due December 2045

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Ca

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


GENERAL MOTORS: Expects $39 Billion Non-Cash Charge in 3rd Quarter
------------------------------------------------------------------
General Motors Corp. disclosed Tuesday that it will record a net
non-cash charge of $39 billion for the third quarter of 2007
related to establishing a valuation allowance against its deferred
tax assets in the U.S., Canada and Germany.

In accordance with the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes, GM has evaluated its deferred tax assets   
quarterly to determine if valuation allowances were required.  As
previously disclosed in GM's 2006 Form 10-K, GM had determined in
prior periods that a valuation allowance was not necessary for its
DTAs in the U.S., Canada or Germany based on several factors,
including the degree to which the company's three-year historical
cumulative losses were attributable to special items or charges,
several of which were incurred as a result of actions to improve
future profitability; the long duration of its deferred tax
assets; and the expectation of continued strong earnings at GMAC
Financial Services and improved earnings in GM North America.

SFAS No. 109 guidelines require that a valuation allowance should
now be established due to more recent events and developments
during the 2007 third quarter.  A significant negative factor was
the company's three-year historical cumulative loss in the third
quarter of 2007 in the U.S., Canada and Germany on an adjusted
basis.  Another significant factor was the ongoing weakness at
GMAC Financial Services related to its Residential Capital LLC
mortgage business, including substantial U.S. losses incurred in
2007.  Finally, the company faces more challenging near-term
automotive market conditions in the U.S. and Germany.

"The establishment of a valuation allowance does not have any
impact on cash, nor does such an allowance preclude us from using
our loss carryforwards or other deferred tax assets in the
future," said Fritz Henderson, GM vice chairman and chief
financial officer.

"It's also important to note that the establishment of a valuation
allowance does not reflect a change in the company's view of its
long-term automotive financial outlook," Henderson added.  "GM
continues to believe that its new product introductions, combined
with the new GM-UAW labor agreement, once fully implemented, will
significantly improve GM's competitive position in the U.S. and
better position the company to utilize tax benefits in the U.S.
and Canada in the future."

SFAS No. 109 requires that companies assess whether valuation
allowances should be established against their deferred tax assets
based on the consideration of all available evidence using a "more
likely than not" standard.  In making such judgments, significant
weight is given to evidence that can be objectively verified.  A
company's current or previous losses are given more weight than
its future outlook, and a recent three-year historical cumulative
loss is considered a significant factor that is difficult to
overcome.

                      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.


GEORGE COOK III: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: George Cook, III
        3608 Viembra Drive
        Florissant, MO 63034

Bankruptcy Case No.: 07-47279

Chapter 11 Petition Date: October 31, 2007

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Neil Weintraub, Esq.
                  1515 North Warson, Suite 232
                  St. Louis, MO 63132
                  Tel: (314) 890-8800

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of his 11 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
AMC Mortgage Services           3608 Viembra            $207,000
P.O. Box 51382
Los Angeles, CA 90051                                  ($195,000
                                                        secured)

                                4745 St. Louis          $471,900
                                 Avenue

                                                        ($61,000
                                                        secured)

                                4209 St. Louis           $66,900
                                 Avenue

                                                        ($56,000
                                                        secured)

                                3909 Maffit Avenue       $68,300

                                                        ($58,000
                                                        secured)


Lending One                     2268 S. Jefferson       $193,000
7251 West Palmetto Park Road
Suite 301                                               ($40,000
Boca Raton, FL 33433                                    secured)

Wells Fargo Home Mortgage       6606 Boles               $66,500
MAC X7801-013
3476 Stateview Blvd.                                    ($56,000
Fort Mill, SC 29715                                     secured)

                                887 Gustav               $45,000

                                                        ($35,000
                                                        secured)

                                875 Gustav               $45,000
                     
                                                        ($35,000
                                                        secured)

EMC Mortgage Co.                3619 14th Street         $59,500

                                                        ($49,000
                                                        secured)

                                3619 14th Street         $25,500

                                                        ($49,000
                                                        secured)

                                                        ($59,500
                                                    senior lien)

                                4129 St. Louis Avenue    $69,000

                                                        ($59,000
                                                        secured)

Countrywide Home Loans          3720 Darby               $76,500

                                                        ($66,000
                                                        secured)

                                6231 Lorraine Avenue     $53,100

                                                        ($43,000
                                                        secured)

America's Servicing Company     5100 Lexington           $45,000

                                                        ($35,000
                                                        secured)

                                4235 St. Louis Avenue    $68,000

                                                        ($58,000
                                                        secured)

Gateway Bank c/o Summers &      2931 Greer Avenue       $105,000
Associates
                                                        ($40,000
                                                        secured)

Washington Mutual               5822 McArthur            $70,000

                                                        ($60,000
                                                        secured)

Visa Card                                                $12,000

Home Depot                      Building material         $1,200

Kruse, Reinker & Hamilton, LLC  Legal services              $843


GMAC COMMERCIAL: Adequate Credit Support Cues S&P to Hold Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 17
classes of commercial mortgage pass-through certificates from GMAC
Commercial Mortgage Securities Inc.'s series 2002-C2.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Oct. 15, 2007, remittance report, the collateral pool
consisted of 100 loans with an aggregate trust balance of
$623.6 million, down from 109 loans totaling $737.7 million at
issuance.  The master servicer, Capmark Finance Inc., reported
primarily full-year 2006 financial information for 100% of the
pool, which excludes $156.3 million (25%) of loans secured by
defeased collateral.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.55x, up
from 1.43x at issuance.  There are currently no delinquent loans
in the pool, and there are no loans with the special servicer.  To
date, the trust has experienced one loss totaling $2.7 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $193.9 million (31%) and a weighted average
DSC of 1.70x, up from 1.50x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  One property was
characterized as "excellent," and the remaining collateral was
characterized as "good."
     
Capmark reported a watchlist of 19 loans ($96.2 million, 15%),
including two of the top 10 exposures secured by real estate.
Details of these two loans are:

     -- The largest loan on the watchlist, the Courtyard by
        Marriott (New Orleans), is the fifth-largest loan in
        the pool secured by real estate.  The loan has an
        outstanding balance of $16.2 million (3%) and is
        secured by a 202-room full-service hotel in New
        Orleans, Louisiana. The loan appears on the watchlist
        because the property reported a DSC of 0.90x for year-
        end 2006, primarily due to a low occupancy rate.

     -- Pierside Pavilion is the seventh-largest loan in the
        pool secured by real estate.  The loan has an
        outstanding balance of $14.7 million (2%).  The loan is
        secured by a 78,784-sq.-ft. retail property in
        Huntington Beach, California.  The loan appears on the
        watchlist because the lease of the largest tenant (33%
        net rentable area) expired on July 31, 2007.  The
        tenant remains at the property on a month-to-month
        basis and is paying a reduced rent.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the affirmed ratings.

    
                        Ratings Affirmed
    
            GMAC Commercial Mortgage Securities Inc.
         Commercial mortgage pass-through certificates
                         series 2002-C2

            Class    Rating       Credit enhancement
            -----    ------        ----------------
            A-2      AAA                25.45%
            A-3      AAA                25.45%
            B        AAA                20.86%
            C        AAA                19.53%
            D        AAA                15.84%
            E        AA+                14.65%
            F        AA                 13.17%
            G        A+                 11.10%
            H        A-                  9.63%
            J        BBB+                7.85%
            K        BBB-                5.78%
            L        BB+                 4.89%
            M        BB-                 4.01%
            N        B                   2.53%
            O        B-                  1.94%
            X-1      AAA                  N/A
            X-2      AAA                  N/A
     

                     N/A - Not applicable.


GRAHAM PACKAGING: Sept. 30 Balance Sheet Upside-Down by $616 Mil.
-----------------------------------------------------------------
Graham Packaging Holdings Company's consolidated balance sheet at
Sept. 30, 2007, showed $2.46 billion in total assets and
$3.08 billion in total liabilities, resulting in a $616.1 million
total partners' deficit.

The company incurred a net loss $13.4 million for the three months
ended Sept. 30, 2007, compared to a net loss of $15.0 million for
the same period in 2006.  The net loss for the nine months ended
Sept. 30, 2007, was $23.9 million compared to a net loss of
$40.2 million for the same period in 2006.

Net sales for the three months ended Sept. 30, 2007, totaled
$621.5 million, a decrease of $21.5 million, or 3.3%, from net
sales of $643.0 million for the same period in 2006.

The overall decrease in net sales was attributed to lower volume,
higher sales of lower-priced containers, price reductions in
response to competitive pressure, and a decrease in resin costs
which are passed through to customers.  Net sales were down 6.7%
in North America.  Net sales increased 20.4% in Europe in the
third quarter and 25.0% in South America, due to favorable
exchange rates and higher volume.

Net sales for the nine-month period ended Sept. 30, 2007, totaled
$1.89 billion, a decrease of $47.0 million, or 2.4%, compared to
the same nine-month period in 2006.

Operating income for the three months ended Sept. 30, 2007,
totaled $44.2 million, an increase of $4.2 million from
$40.0 million for the same period in 2006.
     
Operating income for the nine months ended Sept. 30, 2007, totaled
$151.8 million, an increase of $25.4 million, or 20.1%, over
operating income of $126.5 million in the comparable period in
2006.

Operating income for the three- and nine-month periods increased
despite the lower sales because of ongoing expense-reduction
initiatives, decreases in project start-up costs, lower
integration costs related to the company's acquisition of O-I
Plastics, and favorable currency translation.

"Many of our key markets, like isotonic beverages, are flat to
down over last year," said Warren Knowlton, chief executive
officer of Graham Packaging.  "This had particular impact in the
third quarter.  We continue to adapt to this slower sales
environment with clear focus on cost saving, productivity gains,
and quality improvement initiatives that offset the current sales
picture."
    
Covenant compliance EBITDA totaled $434.3 million for the four
quarters ended Sept. 30, 2007, an increase from covenant
compliance EBITDA of $427.8 million for the four quarters ended
June 30, 2007.  Covenant compliance EBITDA is EBITDA further
adjusted to exclude non-recurring items, non-cash items and other
adjustments required in calculating covenant compliance under the
company's credit agreement and notes.

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?24f7

                      About Graham Packaging

Based in York, Pennsylvania, Graham Packaging Holdings Company,
the parent company of Graham Packaging Company L.P. --
http://www.grahampackaging.com/-- is a worldwide leader in the  
design, manufacture and sale of customized blow molded plastic
containers for the branded food and beverage, household,  
automotive lubricants and personal care/specialty product  
categories and, as of the end of Sept. 2007, operated 85
manufacturing facilities throughout North America, Europe and
South America.  

The Blackstone Group, an investment firm, is the majority owner of
Graham Packaging Holdings Company.


GREG JAMES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Greg James Ventures LLC
        dba San Rafael Cadillac
        dba San Rafael Chevrolet
        dba San Rafael Saab
        dba San Rafael Hyundai
        dba San Rafael Hummer
        2 Shoreline Parkway
        San Rafael, CA 94901

Bankruptcy Case No.: 07-11434

Type of Business: The Debtor is a car dealership.

Chapter 11 Petition Date: November 5, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Merle C. Meyers, Esq.
                  Meyers Law Group, P.C.
                  44 Montgomery Street, Suite 1010
                  San Francisco, CA 94104
                  Tel: (415) 362-7500
                  Fax: (415) 362-7515

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Hyundai Motor America                       $222,671
10550 Talbert Avenue
Fountain Valley, CA 92708-0850

Argonaut Holdings, Inc.                     $100,960
c/o Worldwide Real Estate
200 Renaissance Center
Detroit, MI 48265

SAAB Financial                               $36,740
17500 Chenal Parkway
Suite 300
Little Rock, AR 72223

Pleasanton Diablo Dealer                     $31,075

San Francisco Chronicle                      $30,512

Cal-Pox, Inc.                                $27,738

Vogue Tyre                                   $17,049

AEC International                            $16,999

Zonic Design & Imaging, LLC                  $12,780

Reynolds & Reynolds                          $14,589

Department of Motor Vehicles                 $12,399

Pateloc Credit Union                         $12,094

Autohaus Automotive, Inc.                     $8,771

Comcast Spotlight                             $8,250

KCBS-AM                                       $8,000

Press Democrat                                $7,800

Mobile Autobody Solutions                     $7,038

National Auto Source                          $6,700

Enterprise                                    $6,674

PAPCO                                         $6,313


GSC ABS: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------
Moody's Investors Service placed these notes issued by GSC ABS CDO
2006-4u, Ltd. on review for possible downgrade:

   -- Up to $502,000,000 Class A-S1VF 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:

   -- $85,000,000 Class A1 Senior Secured Floating Rate Notes
      due 2046

      Prior Rating: Aaa

      Current Rating: Baa3, on review for possible downgrade

   -- $45,000,000 Class A2 Senior Secured Floating Rate Notes
      due 2046

      Prior Rating: Aa2

      Current Rating: Ba3, on review for possible downgrade

   -- $45,000,000 Class A3 Secured Deferrable Floating Rate
      Notes due 2046

      Prior Rating: A2

      Current Rating: Caa2, on review for possible downgrade

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

   -- $33,000,000 Class B Mezzanine Secured Deferrable Floating
      Rate Notes due 2046

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $10,000,000 Class C Mezzanine Secured Deferrable Floating
      Rate Notes due 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.


GULF STREAM: Moody's Junks Ratings on Four Note Classes
-------------------------------------------------------
Moody's Investors Service placed these notes issued by Gulf
Stream-Atlantic CDO 2007-1 Ltd. on review for possible downgrade:

   -- $300,000,000 Class A1-VF Senior 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:

   -- $93,000,000 Class A-2 Senior Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $35,000,000 Class B Senior Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: Baa3, on review for possible downgrade

   -- $25,000,000 Class C Mezzanine Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

   -- $11,000,000 Class D Mezzanine Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: Baa1

      Current Rating: Caa1, on review for possible downgrade

   -- $9,000,000 Class E Mezzanine Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Caa2, on review for possible downgrade

   -- $7,500,000 Class F Mezzanine Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

Moody's announced that it has downgraded these notes.

   -- $5,000,000 Class G Mezzanine Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: Ba1

      Current Rating: Ca

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


GUS PAPASTEFANOU: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gus Papastefanou
        53 Little Collabar Road
        Montgomery, NY 12549

Bankruptcy Case No.: 07-36691

Chapter 11 Petition Date: October 29, 2007

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  12 Raymond Avenue
                  Poughkeepsie, NY 12603
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of his 17 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Catskill Hudson Bank            Pending Lawsuit         $707,112
Attn: President
P.O. Box 855
Rock Hill, NY 12755

Countrywide Home Loans          Homestead at 53         $628,000
Attn: President                 Little
P.O. Box 8239                   Collabar Road,         ($525,000
Van Nuys, CA 91409-8239         Montgomery,             secured)
                                New York

John Vesuvio                    Homestead at 53         $217,875
Martin Fishman, Esq.            Little                
5 Sunderland Place              Collabar Road,         ($525,000
                                Montgomery,             secured)
                                New York
                                                       ($702,000
                                                    senior lien)

Internal Revenue Service        Payroll taxes-          $175,000
                                A-1 Genesis Corp.
                                may be scured by
                                judgment against
                                debtor's real
                                property

Walden Savings Bank             Judgment                $100,000

                                Line of credit          $100,000

William Renella                 Judgment                 $79,898

National City                   Homestead at 53          $74,000
                                Little                
                                Collabar Road,         ($525,000
                                Montgomery,             secured)
                                New York
                                                       ($628,000
                                                    senior lien)

Snap on Credit                  Personal guarantee       $58,580
                                for business debt
                                deficiency
                                balance after
                                merchandise
                                returned/repo'd
                          
American Express                Credit card debt         $32,853

Drake Loeb Heller Kennedy       Legal services           $15,516

Cohen Estis & Associates        Legal services           $15,000

Honda Financial Services        Leased vehicle:          $14,385
                                2004 Honda Accord

Discover Card                   Credit card debt         $11,481

Gervic Paints Inc               Judgment                 $10,000

HSCB/Seamans                                              $3,789

Home Depot                      Credit card debt         $3,683

Retail Services                 Credit card debt         $3,500


HABERSHAM MILL: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Habersham Mill, LLC
        Registered Office
        3425 Lori Lane
        Doraville, GA 30040

Bankruptcy Case No.: 07-78179

Chapter 11 Petition Date: November 2, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Richard K. Valldejuli, Jr., Esq.
                  Valldejuli & Associates, LLC
                  Suite A
                  2199 Lenox Road, Northeast
                  Atlanta, GA 30324
                  Tel: (404) 636-9957
                  Fax: (404) 636-5798

Total Assets: $2,300,000

Total Debts:  $1,270,192

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ron Schwarz                        Equity Holder         $328,908
3420 Lori Lane
Doraville, GA 30340

David Sawyer                       Managing Member       $132,551
5299 Clifton
Glendale Road
Spartanburg, SC 29307

Washington Mutual                  Trade Debt             $49,975
3200 Southwest Freeway
Houston, TX 77027

Scott MacDonald                    Business Loan          $44,250

Spartanburg County Tax Collector   Property Taxes          $9,834

Washington Mutual Bank             Trade Debt              $9,314

General Casualty Insurance Co.     Insurance Premiums      $6,214

Lawrence Flynn                     Attorney's Fees         $1,435

Meck Law Firm, P.C.                Attorney's Fees         $1,147

Duke Energy                        Utilities Services        $728

Home Depot                         Trade Debt                $360

Spartanburg Water System           Utilities Services        $252

Lowe's Business Account            Trade Debt                $149

Charter Communications             Utilities Services        $138

Champion Communication             Trade Debt                 $45


HIGHRIDGE ABS: Moody's Cuts Ratings on Two Note Classes to Low-B
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Highridge
ABS CDO I, Ltd. on review for possible downgrade:

   -- $52,500,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $85,500,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $13,000,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes due 2048

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- $14,000,000 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:

   -- $14,500,000 Class D Sixth Priority Mezzanine Deferrable
      Secured Floating Rate Notes due 2048

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

   -- $15,000,000 Class E Seventh Priority Mezzanine Deferrable
      Scuumd Floating Rate Notes due 2048

      Prior Rating: Baa2

      Current Rating: B2, on review for possible downgrade

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


IAC/INTERACTIVECORP: Earns $71.7 Million in Third Quarter 2007
--------------------------------------------------------------
IAC InterActiveCorp. reported $1.5 billion in revenue in the third
quarter ended Sept. 30, 2007, a 7% rate of growth over the prior
year, and $173 million in operating income before amortization,
versus $170 million last year.  The company's net earnings
available to common shareholders for the third quarter 2007 were
$71.7 million, versus $74.9 million in the prior year quarter.

Free cash flow generated during the first nine months of 2007 was
$293 million, with $600 million in net cash provided by operating
activities.  Operating income was $104 million, versus
$108 million in the year ago period.

Third quarter revenue was driven by increased year-over-year
contributions from the Retailing, Media & Advertising, and
Membership & Subscriptions sectors.  Retailing revenue grew
slightly; however, HSN revenue grew 5%, excluding America's Store.
Transactions sector revenue reflects strong growth at
Ticketmaster, offset by a decline at LendingTree, which continues
to operate in a difficult home loan market. Syndicated search and
Fun Web Products drove strong revenue growth in Media &
Advertising.  Increased transaction volume and membership at
Interval and higher revenue per subscriber at Match benefited
Membership & Subscriptions revenue.  Operating income before
amortization increased primarily due to growth at Ticketmaster,
and strong growth at IAC Search & Media, Interval and Match,
offset by declines at Retailing and LendingTree.

                  Liquidity and Capital Resources

During the third quarter of 2007, IAC repurchased 8 million shares
at an average price of $27.54.

As of Sept. 30, 2007, IAC had approximately $1.8 billion in cash,
restricted cash and marketable securities, $1.0 billion in debt
and, excluding $144.0 million in LendingTree Loans debt that is
non-recourse to IAC, $955.9 million in pro forma net cash and
marketable securities.

As of Sept. 30, 2007, the company held 12.8 billion in total
assets, $3.8 billion in total liabilities, and $9.0 billion in
total stockholders' equity.

                         Executive Comment

Commenting on results, IAC chairman and chief executive officer
Barry Diller said, "With the exception of Lending Tree, this was a
satisfactory quarter for IAC.  Trends at our businesses are good,
and particularly so at HSN, where I believe that Mindy Grossman
and her team have now become acclimated and are beginning to
demonstrate the great retailing smarts that we knew they were
capable of."

                             About IAC

IAC InterActiveCorp. (Nasdaq: IACI) -- http://iac.com/-- operates  
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.


IAC/INTERACTIVECORP: Plans to Split Into Five Public Companies
--------------------------------------------------------------
IAC InterActiveCorp. said Monday that its Board of Directors has
approved a plan to separate IAC into five publicly traded
companies.  It plans to spin off HSN, Ticketmaster, Interval and
LendingTree as four publicly traded companies.

IAC will include:

      -- the businesses currently comprising its Media &
         Advertising sector: Ask.com, Bloglines, Citysearch,
         CursorMania, IAC Advertising Solutions, Evite, Excite,
         InsiderPages, iWon, My Fun Cards, My Way, Popular
         Screensavers, Smiley Central, Webfetti and Zwinky;

      -- Match.com, ServiceMagic, Shoebuy.com, Entertainment
         Publications and ReserveAmerica;

      -- the businesses currently comprising its Emerging
         Businesses sector: Black Web Enterprises, BustedTees,
         CollegeHumor, GarageGames, Gifts.com, Green.com,
         InstantAction, Primal Ventures, Pronto, Very Short List,
         Vimeo and 23/6; and

      -- IAC's current investments in Active.com, Brightcove,
         FiLife, Medem, MerchantCircle, OpenTable, Points.com and
         SHOP Channel.

HSN will include the primary businesses currently comprising IAC's  
Retailing segment, including HSN TV, hsn.com, and the Cornerstone
Brands, Inc. portfolio of catalogs, web sites and retail
locations, including Alsto's, Ballard Designs, Frontgate, Garnet
Hill, GrandinRoad, Improvements, Isabella Bird, Smith+Noble, The
Territory Ahead and TravelSmith;

Ticketmaster will include its domestic and international
operations including Admission.com, Biletix, Billetnet,
BillettService, Cottonblend, Echomusic, Kartenhaus.de,
Lippupalvelu, LiveDaily, TicketService, Tick Tack Ticket,
TicketWeb and Ticnet.se, as well as Ticketmaster's current
investments in Frontline and iLike;

Interval International will include CondoDirect, Resort Quest
Hawaii and VacationSource.com.

LendingTree will include RealEstate.com, Domania, GetSmart, Home
Loan Center and iNest.

"We've been a complex enterprise almost from the very beginning 12
years ago, with hundreds of transactions over those years.  And
while we've created a lot of value, I've always believed our
complexity and many mouthfuls of sentences to explain who we are
and what our strategy is have hampered clarity and understanding
with all our constituencies, particularly investors," said Barry
Diller, chairman and chief executive officer of IAC.  

"One of the reasons we've stayed with some of our more
transactional businesses is that we needed their earnings to allow
us to invest in emerging Internet businesses.  Now that we have
real scale in the pure Internet units, it makes nothing but sense
to me to reorganize the whole.  Each of these spun-off businesses
is in fact a distinct business sector, and each will benefit from
standing on its own, with its own capital structure, its own
currency which will enhance its ability to attract and retain
superior talent and make acquisitions, and a focused story
investors can clearly understand and buy into:

  -- HSN I believe now has a solid strategy and the leadership to
     thrive as a 'pure play' retailer.

  -- Ticketmaster is entering the most dynamic era in its history
     and its ability to participate fully (with its own currency)
     in shaping the live entertainment industry is critical.

  -- Interval will be flat out a great stand-alone company.

  -- LendingTree, obviously under pressure from the macro real
     estate and mortgage environment, is nevertheless a valuable
     asset with a great brand and will be freed to participate
     fully with its own currency.

  -- and IAC, well, IAC becomes a truly integrated Internet
     conglomerate with over 30 brands with great growth, solid
     revenues and earnings and a pristine balance sheet."

IAC will retain substantially all of the company's cash and the
new companies will be appropriately capitalized.

Barry Diller will continue as chairman and chief executive officer
of IAC.  Mindy Grossman, Sean Moriarty, CD Davies and Craig Nash
will continue as chief executive officers of HSN, Ticketmaster,
LendingTree and Interval respectively, and Bret Violette will
continue as President of RealEstate.com.

Upon completion of the transaction, IAC's shareholders will own
100% of the equity in all five companies (IAC, HSN, Ticketmaster,
Interval and LendingTree).  The transaction is expected to be tax-
free for both IAC and its shareholders.

It is contemplated that outstanding IAC stock options and
restricted stock units held by employees will be adjusted in a
fair and equitable manner into either options or restricted stock
units of the company with which each employee remains (IAC, HSN,
Ticketmaster, Interval or LendingTree) following the transaction
or comparable equity in the five separate companies.  Appropriate
adjustments will be made to all awards so that pre-transaction
value will be maintained immediately following the transaction.

The transaction is subject to a number of conditions, including
final approval of transaction specifics by IAC's Board of
Directors, receipt of an opinion of counsel regarding the tax-free
nature of the transaction, receipt of a solvency opinion from a
valuation expert to address IAC net asset position, capitalization
and financial capability, after giving effect to the transaction,
and the filing and effectiveness of registration statements with
the Securities and Exchange Commission.  The proposed spin-offs
are expected to be completed in the second or third quarter of
2008.

                            About IAC

IAC InterActiveCorp. (Nasdaq: IACI) -- http://iac.com/-- operates  
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.


IAC/INTERACTIVECORP: Planned Separation Cues S&P to Cut Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
interactive conglomerate IAC/InterActiveCorp to 'BB' from 'BBB-'
and placed them on CreditWatch with negative implications,
indicating the potential for further negative rating movement.  
The rating action follows the announcement that New York City-
based IAC plans to separate itself into five publicly traded
companies.
      
"The plan represents a significant departure from the company's
previous strategy," said Standard & Poor's credit analyst Andy
Liu.  "While the individual business units will continue to have
good market positions in their respective markets, and having
their own equity currencies could allow some of the companies to
be more aggressive in pursuing acquisitions, the business risk
profile of the individual business unit won't previously match the
sum of all the units."


INDYMAC BANCORP: Declares $0.25 Cash Dividend in 4th Quarter
------------------------------------------------------------
Indymac Bancorp Inc.'s Board of Directors declared a cash dividend
of $0.25 per share for the fourth quarter of 2007.  This
represents a decrease of 50% from the dividend declared and paid
in the fourth quarter of 2006.  The cash dividend is payable
Dec. 6, 2007, to shareholders of record on Nov. 15, 2007.

"While we are declaring and paying the dividend this quarter, and
intend to pay a dividend in normal times, a significant cut would
be prudent and warranted if we are not profitable in Q4-07,"
stated Mr. Perry.

The Board of Indymac Bank approved the payment of the dividend on
the Series A Preferred Stock equal to $0.53 per share.  The cash
dividend is payable on Dec. 17, 2007, to shareholders of record on
Dec. 3, 2007.

                     About IndyMac Bancorp

Headquartered in Pasadena, Calif., IndyMac Bancorp Inc. (NYSE:
IMB) -- http://www.indymacbank.com/-- is the holding company for   
IndyMac Bank F.S.B., the 7th largest savings and loan and the 2nd
largest independent mortgage lender in the United States.   
IndyMac Bank, operating as a hybrid thrift/mortgage banker,
provides financing for the acquisition, development, and
improvement of single-family homes.  IndyMac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.

                          *     *     *

As reported in the Troubled Company Reported on Sept. 21, 2007,
Moody's Investors Service downgraded IndyMac Bancorp Inc.'s issuer
rating to Ba1 from Baa3 and its thrift subsidiary, IndyMac Bank
F.S.B.'s bank financial strength rating to D+ from C- and long
term deposit rating to Baa3 from Baa2.  The thrift's short-term
deposit rating was downgraded from P-2 to P-3.


INDYMAC BANCORP: Posts $202.7 Million Net Loss in Third Quarter
---------------------------------------------------------------
IndyMac Bancorp Inc. reported Tuesday a net loss of
$202.7 million for the third quarter of 2007, compared with net
earnings of $86.2 million in the third quarter of 2006.

         Key Factors Impacting the Third Quarter of 2007

Total pre-tax credit costs were $407.7 million, versus
$103.5 million in the second quarter of 2007;

Spread widening in the private-label (non-GSE) mortgage secondary
market resulted in a loss of gain on sale and MBS securities
revenue estimated at $167.2 million pre-tax for the third quarter;

Hedging out-performance with respect to the mortgage servicing
rights asset resulted in an additional $148.7 million in pre-tax
servicing revenue in the third quarter;

Staff reductions and related severance costs in the third quarter
(1,547 positions) resulted in a one-time, pre-tax charge to
earnings of $27.6 million;

The sale/leaseback of a commercial property which houses one of
the company's mortgage loan centers resulted in a $60 million pre-
tax gain, $24 million of which was recorded in Q3-07.

    Results Reflect Continued Unprecedented Market Conditions

"We are clearly disappointed with this quarter's results, which
were driven by deteriorating mortgage delinquencies and a
declining housing market combined with an unprecedented collapse
in the secondary market for non-GSE loans and securities ...
Indymac's primary business," stated Michael W. Perry, chairman and
chief executive officer.  "While this loss is substantially higher
than we had been forecasting, it was clearly not unexpected given
the magnitude of the losses being reported by others in our
industry and the recent decline in our stock price.  No one in the
mortgage industry came away unscathed in the quarter, and we took
$575 million, or $4.79 per share, in combined credit costs and
spread widening charges.  This led to only our second quarterly
loss in the past 15 years since the current management team began
running Indymac (the first loss was in Q4-98 during the global
liquidity crisis).  However, as I said last quarter, safety and
soundness is our highest priority during these challenging times,
and, in this respect, we finished the quarter in a very strong
overall financial position.

"Indymac has not repurchased any shares since 2002, and, in fact,
we have prudently raised $644 million of equity capital in 2007
alone, enabling us to finish the quarter with Tier 1 core and
total risk-based capital ratios of 7.48% and 11.79%, respectively,
a significant cushion of $823 million and $361 million above the
'well-capitalized' regulatory levels of 5% and 10% as of Sept. 30,
2007, and higher than our capital levels at Dec. 31, 2006.

"We prudently increased our total credit reserves by $441 million,
or 47%, to $1.39 billion in the third quarter.  These reserves now
equal 56% of Indymac Bank's $2.48 billion in total capital, up
from 38% at the end of last quarter.  Actual charge-offs taken
during the quarter totaled $146 million, such that the company's
total reserves equate to 9.5 times current quarterly charge-offs.
Excluding non-investment grade and residual securities, total Q3-
07 charge-offs were $55 million, and the total related credit
reserve at Sept. 30 was $553 million, or 10 times the charge-off
amount.  It should also be noted that 74% percent of current
period credit costs related to credit losses anticipated in future
periods.

"We increased our total operating liquidity to an all-time high of
$6.3 billion from $4.1 billion at the end of the second quarter.
This increase in liquidity was driven by a $5 billion, or 43%,
increase in deposits during the quarter, while at the same time
the company paid off all of its extendable, asset-backed
commercial paper and reverse repurchase lines of credit, such that
now 95% of our borrowings come from deposits, FHLB advances and
long-term debt.  Overall, we increased our total borrowings,
including deposits, from $27.1 billion at June 30, 2007, to
$30.0 billion at Sept. 30, while still being able to reduce our
weighted average cost of funds to 5.08% at Sept. 30 from 5.11% at
June 30.  This funding cost stability allowed the company to
increase its thrift net interest margin from 2.29% in the second
quarter of 2007 to 2.39% in the third quarter.

"Though we maintained a strong overall financial position, we
could have performed better even with the very tough environment
had we not followed our major competitors and expanded so
significantly during the housing boom, especially with respect to
seconds, HELOCs and piggyback loans.  We, like most others,
underestimated the length and severity of the housing downturn,
and, in hindsight, we could have 'pulled back' in our lending
sooner.  However, these are difficult decisions because scale is
important in the mortgage business, which encouraged our drive for
market share.  In addition, had we cut back our mortgage
production by 20% to 30%, or more, we likely would have lost some
of our production team to the competition.  As it is, our core
production team is solidly in place, and we have strengthened this
team greatly by building a 1,900-person strong retail lending
group from 13 one year ago.

"It is important to look at this quarter's loss within a longer-
term context and in light of how other mortgage-related entities
have done," continued Mr. Perry.  "While the housing and mortgage
industries are clearly cyclical, and we are in the midst of the
most severe downturn our industry has experienced in modern times,
the fact remains that in our first six years as a thrift, we
earned $1.25 billion with an average return on our shareholders'
equity of 18%.  Even with this quarter's loss, we have earned an
average ROE of 13.5% over the 6 3/4 year period since we became a
thrift from 2001 to Sept. 30, 2007.  These results are
substantially better than our thrift peer group, which earned an
average ROE of 8.7% for the first six months of 2007 and an 11.9%  
ROE for the three years through 2006."

"In addition, given Indymac's mortgage production volume and
market share, our overall loss for the quarter was relatively
small in relation to the mortgage-related losses reported by other
companies.  For the 33 largest mortgage-related companies in the
nation - including mortgage bankers, mortgage insurers and Wall
Street investment banks, representing roughly 86% of total
industry production for the 18 months ended June 30, 2007 - Q3-07
pre-tax mortgage-related losses are estimated to be $35 billion,
an average of $1.06 billion per company.  While Indymac was the
7th largest mortgage originator in the nation during this 18-month
period, our $313 million pre-tax loss, which is 71% below the
industry average, is the 22nd highest among the top 33 mortgage
lenders.  Those companies ranked 5th through 9th in terms of Q3-07
overall mortgage-related losses reported pre-tax losses ranging
from $1.1 billion to $2.0 billion."

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$33.73 billion in total assets, $31.37 billion in total
liabilities, $491,000 in perpetual preferred stock in subsidiary,
and $1.87 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?2502

                     About IndyMac Bancorp

Headquartered in Pasadena, Calif., IndyMac Bancorp Inc. (NYSE:
IMB) -- http://www.indymacbank.com/-- is the holding company for   
IndyMac Bank F.S.B., the 7th largest savings and loan and the 2nd
largest independent mortgage lender in the United States.   
IndyMac Bank, operating as a hybrid thrift/mortgage banker,
provides financing for the acquisition, development, and
improvement of single-family homes.  IndyMac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.

                          *     *     *

As reported in the Troubled Company Reported on Sept. 21, 2007,
Moody's Investors Service downgraded IndyMac Bancorp Inc.'s issuer
rating to Ba1 from Baa3 and its thrift subsidiary, IndyMac Bank
F.S.B.'s bank financial strength rating to D+ from C- and long
term deposit rating to Baa3 from Baa2.  The thrift's short-term
deposit rating was downgraded from P-2 to P-3.


INDYMAC ABS: Fitch Junks Ratings on $35.1 Mil. Cert. Classes
------------------------------------------------------------
Fitch Ratings took these rating actions on IndyMac ABS Inc., Home
Equity Transaction, series INABS 2007-A.  Affirmations total
$902.2 million and downgrades total $272.6 million.  In addition,
about $325.1 million (included in the above rating actions) are
placed on rating watch negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

INABS 2007-A

   -- $252.8 million class 1A, rated 'AAA', placed on Rating
      Watch Negative (BL: 35.65, LCR: 1.96);

   -- $268.2 million class 2A-1 affirmed at 'AAA' (BL: 64.65,
      LCR: 3.56);

   -- $154.8 million class 2A-2 affirmed at 'AAA' (BL: 47.44,
      LCR: 2.61);

   -- $154.1 million class 2A-3 affirmed at 'AAA' (BL: 37.26,
      LCR: 2.05);

   -- $57.8 million class 2A4-a, rated 'AAA', placed on Rating
      Watch Negative (BL: 34.92, LCR: 1.92);

   -- $14.5 million class 2A4-b, rated 'AAA', placed on Rating
      Watch Negative (BL: 34.89, LCR: 1.92);

   -- $48.8 million class M-1 downgraded to A+' from 'AA+' (BL:
      30.80, LCR: 1.70);

   -- $60.5 million class M-2 downgraded to 'A-' from 'AA' (BL:
      25.61, LCR: 1.41);

   -- $21.5 million class M-3 downgraded to 'BBB+' from 'AA-'
      (BL: 23.67, LCR: 1.30);

   -- $26 million class M-4 downgraded to 'BBB-' from 'A+' (BL:
      21.30, LCR: 1.17);

   -- $22.1 million class M-5 downgraded to 'BB' from 'A' (BL:
      19.31, LCR: 1.06);

   -- $13.7 million class M-6 downgraded to 'BB' from 'A-' (BL:
      18.03, LCR: 0.99);

   -- $17.6 million class M-7 downgraded to 'B' from 'BBB+'
      (BL: 16.34, LCR: 0.90);

   -- $11.7 million class M-8 downgraded to 'B' from 'BBB' (BL:
      15.18, LCR: 0.84);

   -- $15.6 million class M-9 downgraded to 'B' from 'BBB-'
      (BL: 13.66, LCR: 0.75);

   -- $20.8 million class M-10 downgraded to 'CCC' from 'BB+'
      (BL: 11.66, LCR: 0.64);

   -- $14.3 million class M-11 downgraded to 'CCC' from 'BB'
      (BL: 10.50, LCR: 0.58).

Deal Summary

   -- Originators: IndyMac (100%)
   -- 60+ day Delinquency: 11.16%;
   -- Realized Losses to date (% of Original Balance): 0.04%;
   -- Expected Remaining Losses (% of Current Balance): 18.17%;
   -- Cumulative Expected Losses (% of Original
      Balance):16.88%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

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

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


INNOTRAC CORP: Court Extends IPOF Stock Trading Restriction
-----------------------------------------------------------
Innotrac Corporation updated its previous announcement regarding
the appointment of a receiver by the United States District Court
in Cleveland, Ohio, to identify and administer the assets of the
IPOF Fund, L.P. and Mr. David Dadante.  In an order entered on
Nov. 2, 2007, the Court granted the receiver's motion to extend
the period during which financial institutions holding company
stock owned by the IPOF Fund, Mr. Dadante or Dadante-related
entities are restricted from trading any of these shares as
defined in the Court's prior orders until Feb. 1, 2008.  The
company's discussions with the receiver exploring avenues for the
disposition of the shares are ongoing.

Headquartered in Atlanta, Georgia, Innotrac Corporation --
http://www.innotrac.com/-- is a full-service fulfillment and  
logistics provider serving enterprise clients and world-class
brands.  The company employs order processing and warehouse
management technology and operates eight fulfillment centers and
two call centers in six cities spanning all time zones across the
continental United States.


IWT TESORO: Can Get $3.3 Mil. DIP Financing from Bank of America
----------------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to borrow and secure debtor-in-possession
financing from Bank of America N.A., fka Fleet Capital
Corporation.

The Debtors also obtained authority to comply with the
ratification and amendment agreement they entered into with Bank
of America.  The Debtors disclosed that pursuant to the
ratification agreement, Bank of America agreed to provide the
Debtors funds on an "overadvance" basis up to an approximate
aggregate sum of $3.3 million.  The sum will provide the Debtors
with enough cash to fund operations and pay their anticipated
Chapter 11 professional fees.

The Court directed Laurus Master Fund to provide the Debtors with
an additional $1 million supplemental loan.

As adequate protection, the Debtors grant Bank of America a
superpriority administrative claim, having priority in right of
payment over any and all other obligations, liabilities and
indebtedness of Debtors, and over any and all administrative
expenses or priority claims, to secure the prompt payment and
performance of any and all obligations.

In addition, for Laurus' pre-petition security interests in the
pre-petition collateral, the Debtors grant Laurus a lien on and
security interest on the collateral to secure any diminution in
value of Laurus' interest in the collateral, which lien and
security interest will be subject, subordinate and junior to the
post-petition liens and security interests and super priority
claims granted in favor of BofA and to the carve-out expenses.

                       About I.W.T. Tesoro

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.  Donlin, Recano & Co.,
Inc. serves as the Debtors' claims and noticing agent.  An
Official Committee of Unsecured Creditors has been appointed by
the U.S. Trustee for Region 2 on this case.  As of June 30, 2007,
the Debtors had total assets of $39,798,579 and total debts of
$47,940,983.


IWT TESORO: Court Okays Mahoney Cohen as Panel's Financial Advisor
------------------------------------------------------------------
The U.S. Bankrupty Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors appointed in
IWT Tesoro Corp. and debtor-affiliates' bankruptcy cases
permission to retain Mahoney Cohen & Company as its financial
advisors, nunc pro tunc to Sept. 19, 2007.

Mahoney Cohen is expected to:

  a. assist the Committee in its evaluation of the Debtors' post-
     petition cash flow and other projections and budgets prepared
     by the Debtor or its financial advisors;

  b. analyze transactions with the Debtors' financing
     institutions and provide financial analysis related to any
     debtor-in-possession financing, including advising the
     Committee concerning such matters;

  c. Monitor the Debtors' activities regarding cash expenditures
     and general business operations subsequent to the filing of
     the petition under Chapter 11;

  d. assist the Committee in its review of monthly operating
     reports submitted by the Debtors or their financial advisors;
     
  e. manage or assist with any investigation into pre-petition
     acts, conduct, property, liabilities and financial condition
     of the Debtors, the Debtors' management, or creditors,
     including the operation of the Debtors' business, as    
     instructed by the Committee;

  f. analyze transactions with vendors, insiders, related and
     affiliated companies, subsequent and prior to the date of the
     filing of the petition under Chapter 11, as instructed by the
     Committee;

  g. assist the Committee or its counsel in any litigation
     proceedings against the financing institutions of the
     Debtors, insiders and other potential adversaries; including
     testimony, if necessary;

  h. assist the Committee in its review of the financial aspects
     of any proposed asset purchase agreement or evaluating any
     plan of reorganization/liquidation.  If applicable, assist
     the Committee in    negotiating, evaluating and qualifying
     any competing offers;

  i. attend meetings with representatives of the Committee and
     their counsel; and

  j. prepare presentations to the Committee that provide analyses  
     and updates on diligence performed.

Charles M. Berk, a shareholder of Mahoney Cohen, told the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, and does not hold or
represent any interest adverse to the Debtors' estates.

The firm's professionals currently bill:

      Designation                        Hourly Rate
      -----------                        -----------
      Shareholders and Directors         $425 - $595
      Managers and Senior Managers       $325 - $425
      Senior Accountants and Staff       $100 - $325

Mr. Berk can be reached at:

     Charles M. Berk, C.P.A.
     Mahoney Cohen & Company
     1065 Avenue of the Americas
     New York, N.Y. 10018
     Tel: (212) 790-5700
     Fax: (212) 398-0267
     http://www.mahoneycohen.com/

                       About I.W.T. Tesoro

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.  Donlin, Recano & Co.,
Inc. serves as the Debtors' claims and noticing agent.  An
Official Committee of Unsecured Creditors has been appointed by
the U.S. Trustee for Region 2 on this case.  As of June 30, 2007,
the Debtors had total assets of $39,798,579 and total debts of
$47,940,983.


JAMES RIVER: Posts $9.7 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
James River Coal Company reported Friday that it had a net loss of
$9.7 million for the third quarter of 2007 and a net loss of
$35.6 million for the nine months ended Sept. 30, 2007.  This is
compared to a net loss of $8.4 million for the third quarter of
2006 and a net loss of $10.4 million for the nine months ended
Sept. 30, 2006.  The results for the third quarter of 2007 and the
nine months ended Sept. 30, 2007, include a $6.1 million gain on
curtailment of the company's defined benefit pension plan.  
    
Peter T. Socha, chairman and chief executive officer commented:
"Overall, we are very pleased with how some fundamental dynamics
affecting our business are developing.  The mines are currently
performing well.  The productivity impact of the new safety
regulations is still present, but we are adjusting.  The
previously announced changes to our mine portfolio are progressing
on schedule.  Lastly, but very importantly, coal prices are
starting to rise after a prolonged slump."

During the third quarter the company experienced improved
productivity due to a decrease in the amount of down time from
regulatory and other factors.  The company also began to see the
benefits from previously announced changes in its mine portfolio
plans.

Mr. Socha continued: "As previously discussed, by ourselves and
others in the coal industry, productivity continues to be the
primary driver of cost trends.  This has been particularly true
during the past several quarters as the industry adjusts to the
new regulatory environment.  While we are very pleased with the
productivity improvement noted above, we should note that these
gains came despite CAPP production that was 70,000 tons below our
expectations.  We believe that this shortfall in production
resulted in cash costs that were approximately $0.75 per ton above
our expectations.  The return of Mine 77 to production in November
2007, should both increase production and lower cash costs going
forward.
    
"Our financial results this quarter were also impacted by changes
to our employee benefits plans.  We are making several  
modifications and additions to our plans in response to local
market conditions.  The changes include replacing our defined
benefit pension plan with a 401(k) plan.  The existing pension
plan was frozen on Sept. 30, 2007, resulting in a net gain of
approximately $6.1 million."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$448.3 million in total assets, $392.3 million in total
liabilities, and $56.0 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $77.5 million in total current
assets available to pay $83.0 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24d2
                 
                            Liquidity

As of Sept. 30, 2007, the company had available liquidity of
$11.0 million.  This amount consisted of cash on hand of
$1.1 million and net availability under the revolver of
$9.9 million.  Availability under the revolver is net of a
liquidity reserve of $10 million at Sept. 30, 2007.
    
The company was in compliance with all covenants in its senior
debt facility as of Sept. 30, 2007.  The company plans to raise
approximately $30 million of capital during the fourth quarter of
2007.  The company has not determined the type of equity security
it will issue.

The company currently expects proceeds from any such transaction
to be used: (1) to pay down its revolving credit facility; (2) to
fund capital expenditures mandated by federal and state safety
regulations; (3) to fund capital expenditures associated with
cost-cutting changes to the mine portfolio; and (4) for general
corporate purposes.

                        About James River

Headquartered in Richmond, Va., James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,  
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                          *     *     *

James River Coal Co. still carries Standard & Poor's Ratings
Services 'CCC' corporate credit rating.  The outlook remains
negative.


JP MORGAN: S&P Affirms Ratings on 19 Certificate Classes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 19
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2004-
CIBC9.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Oct. 17, 2007, remittance report, the collateral pool
consisted of 98 loans with an aggregate trust balance of $1.06
billion, compared with 98 loans and $1.10 billion at issuance.  
Excluding defeased loans ($40.7 million, 4%), Capmark Finance
Inc., the master servicer, reported financial information for
slightly less than 100% of the pool.  Ninety-eight percent of
the servicer-reported information was full-year 2006 or more
recent financial data.  Based on this information, Standard &
Poor's calculated a weighted average debt service coverage of
1.87x, up from 1.66x at issuance.  All of the loans in the pool
are current, except for one loan ($5.7 million) that is 90-plus-
days delinquent and the only asset with the special servicer.  An
appraisal reduction amount totaling $1.6 million is in effect for
this loan.  To date, the trust has not experienced any losses.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $506.3 million (48%) and a weighted average
DSC of 2.02x, up from 1.92x at issuance.  The fourth-largest loan
in the pool is on the watchlist and is discussed below.  Standard
& Poor's reviewed property inspections provided by the master
servicer for all of the assets underlying the top 10 loans and all
were characterized as "good."
     
Credit characteristics for two of the top 10 loans continue to be
consistent with those of investment-grade obligations. Details
are:

     -- The Centro Retail portfolio is the largest exposure in
        the pool with a trust balance of $142.5 million (13%),
        and is secured by seven cross-collateralized and cross-
        defaulted retail properties totaling 1.4 million sq.
        ft.  Six of the seven properties are located in
        Southern California, and one is located near
        Sacramento, California.  Year-end 2006 DSC for this
        exposure was 3.35x, up from 2.88x at issuance.          
        Combined occupancy as of June 30, 2007, was 99%.
        Standard & Poor's adjusted net cash flow has increased
        11% since issuance.

     -- The Grace Building, the second-largest exposure in the
        pool, is secured by a 49-story, 1.5 million-sq.-ft.
        class A office building in Midtown Manhattan.  The
        property is encumbered by a $350.0 million A note that
        is split into four pari passu pieces.  One $116.6
        million piece (11%) is included in the trust's
        collateral.  In addition, there is a $30 million B note
        that is split into four pari passu pieces that are held
        outside the trust.  Standard & Poor's calculated a DSC
        of 1.77x as of Dec. 31, 2006, compared with 1.86x at
        issuance.  Occupancy was 99% as of May 2007, compared
        with 98% at issuance.  Standard & Poor's adjusted NCF
        is comparable to its level at issuance.

Capmark reported a watchlist of 18 loans with an aggregate
outstanding balance of $137.2 million (13%).  Country Club Plaza
($45.5 million, 4%) is the largest loan on the watchlist and the
fourth-largest loan in the pool secured by real estate.  The loan
is secured by a 433,829-sq.-ft. anchored retail property built in
1960 and renovated in 2003 in Sacramento, California.  The loan
was placed on the watchlist because of a low DSC.  The reported
occupancy and DSC for year-end 2006 were 95% and 1.09x,
respectively.  The low DSC resulted from rental concessions and
various tenants that vacated the property.
     
to the total exposure. An ARA of $1.64 million is in effect that
is based on a
There is one loan with the special servicer, Centerline Capital
Group.  The Portage Commerce Park portfolio has a total exposure
of $5.7 million and is 90-plus days delinquent.  The loan was
transferred to special servicing in April 2007 due to payment
default.  The loan was originally secured by four industrial
properties totaling 119,211 sq. ft. in Kalamazoo, Michigan.  One
property was sold in March 2007, and the sale proceeds were
applied June 2006 appraisal of $8.8 million.  New draft appraisals
on the properties have been received, and Centerline is currently
finalizing them with the appraiser.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the affirmed ratings.
    

                        Ratings Affirmed
     
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-through certificates
                       series 2004-CIBC9
   
           Class    Rating         Credit enhancement
           -----    ------          ----------------
           A-1      AAA                  14.41%
           A-2      AAA                  14.41%
           A-3      AAA                  14.41%
           A-4      AAA                  14.41%
           A-1A     AAA                  14.41%
           B        AA                   11.81%
           C        AA-                  10.52%
           D        A                     8.57%
           E        A-                    7.53%
           F        BBB+                  6.10%
           G        BBB                   5.19%
           H        BBB-                  3.51%
           J        BB+                   3.25%
           K        BB                    2.86%
           L        BB-                   2.34%
           M        B+                    1.82%
           N        B                     1.56%
           P        B-                    1.30%
           X        AAA                    N/A


                     N/A -- Not applicable.


KAMP RE: S&P May Assign Default Rating on $190 Million Notes
------------------------------------------------------------
Standard & Poor's Ratings Services has received a copy of a proof-
of-claim notice from the administrator for KAMP RE 2005 Ltd.  This
claim puts the ultimate net losses in excess of the transaction's
$1 billion trigger amount.  KPMG Cayman Islands, the claims
reviewer, will have 20 calendar days from receipt of the notice to
evaluate the claim.  If KPMG Cayman Islands provides a claims
review letter with a verified amount of paid losses in excess of
the t rigger amount, KAMP RE 2005 Ltd. will make a reinsurance
payment to Swiss Reinsurance America Corp. by Dec. 14, 2007.
      
"Upon receipt of a copy of the claims review letter, we will
revise the rating on KAMP RE's 2005 Ltd.'s $190 million floating-
rate, principal-at-risk notes to 'D' from 'CC'," explained
Standard & Poor's credit analyst Gary Martucci. "Until that time,
the rating on the notes remains on CreditWatch with negative
implications, where it was placed on Oct. 5, 2005."


KEFTON CDO: Moody's Junks Ratings on Three Note Classes
-------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade these notes issued by Kefton CDO I Ltd.:

   -- $67,000,000 Class II Senior Floating Rate Notes Due
      January 2047

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $70,000,000 Class III Senior Floating Rate Notes Due
      January 2047

      Prior Rating: Aa2

      Current Rating: Baa2, on review for possible downgrade

   -- $14,500,000 Class IV Senior Floating Rate Notes Due
      January 2047

      Prior Rating: Aa3

      Current Rating: Baa3, on review for possible downgrade

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

   -- $27,000,000 Class V Mezzanine Floating Rate Deferrable
      Notes Due January 2047

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ca

   -- $24,000,000 Class VI Mezzanine Floating Rate Deferrable
      Notes Due January 2047

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $8,000,000 Class VII Mezzanine Floating Rate Deferrable
      Notes Due January 2047

      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.


KENT FUNDING: Moody's Cuts Rating on $11 Mil. Class D Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Kent
Funding III Ltd. on review for possible downgrade:

   -- $325,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $113,000,000 Class A-3 Third Priority 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:

   -- $55,000,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes due 2047

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $10,000,000 Class C Fifth Priority Mezzanine Deferrable
      Floating Rate Notes due 2047

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $11,000,000 Class D Sixth Priority Mezzanine Deferrable
      Floating Rate 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.


KESSEL'S COLLECTIBLES: Mulls Business Closure on January 2008
-------------------------------------------------------------
Kessel's Collectibles & Gift Shoppe intends to liquidate and close
shop by the end of January next year, Jillian Daley of Statesman
Journal reports.  Hence, the shop is selling its remaining store
items valued about $850,000 at discounted prices between 50% and
70% off, the journal relates, citing owner Rich Kessel.  Christmas
items are sold at 65% off the original price, the report adds.

According to Mr. Kessel, his wife Barbara who died in early 2005,
basically owned the shop, the report says.

Interested shoppers can visit the store from 11 a.m. to 6 p.m.
every Tuesday through Saturday.  Kessel's Collectibles can be
reached at:

            3175 Market Street, Northeast
            Salem, OR 97301-1814
            Tel: (503) 362-5342
            http://www.kesselsgifts.com/

Kessel's Collectibles and Gift Shoppe sells various items
including Thomas Kinkade, Armani, Boyd's Collection, Harmony
Kingdom, Vanmark, and Walt Disney.


KEY ENERGY: Moody's Places Corporate Family Rating at Ba3
---------------------------------------------------------
Moody's Investors Services assigned Key Energy Services a
corporate family rating of Ba3.  Simultaneously, per Moody's Loss
Given Default Methodology, KEG was assigned a Ba3 probability of
default rating and KEG's new $400 million of senior unsecured
notes were assigned a B1 (LGD 5; 71%) rating. Moody's also
assigned KEG a speculative grade liquidity rating of SGL-2.  The
outlook is stable.  KEG's previous ratings were withdrawn on
Nov. 17, 2005.

Proceeds from the $400 million note offering along with borrowings
under the $400 million senior secured revolving credit facility
(which Moody's does not rate), more than $150 million of cash and
short term investments, and cash flow from operations will be used
to refinance the existing $393 million Term Loan B, finance share
repurchases, and fund recent acquisitions including the
$145 million Moncla acquisition.

The assignment of the Ba3 corporate family rating reflects KEG's
well-diversified US regional profile and its position as the
largest well-servicing company in the US, complemented by its
pressure pumping services and fishing and rental services
businesses.  About 75% of earnings and revenue comes from the
well-services segment.  The company is located in most of the
major producing regions in the onshore US and has a leading 30%
market share with over 890 actively marketed rigs.  While demand
for workover services and completion services are somewhat more
volatile and subject to changes in commodity prices, the ratings
are supported by Moody's estimate that 45% of KEG's overall
operating earnings come from the more durable and less price
sensitive maintenance related component of the well-services
segment.

The Ba3 also reflects the solid organic growth and strong market
conditions which have resulted in EBITDA more than doubling since
2004.  EBITDA has increased from about $188 million in 2004 to
$447 million in 2006.  Financial metrics including debt/EBITDA and
EBIT/Interest are very robust as a result of the cyclical peak and
currently compare favorably to the Ba3 services peer group.  
EBIT/Interest has risen from about 1.3x in 2004 to 6.5x in 2006
with Debt/EBITDA having dropped from 3.2x in 2004 to 1.1x at the
end of 2006.

Also incorporated in the Ba3 rating is the inherent volatility and
cyclicality of the oilfield services business.  Moody's expects
that cash flows from KEG's business lines could be pressured if
drilling activity declines due to a weaker price environment.  
This risk may grow in the coming periods as market conditions have
softened in the third quarter and are likely to remain weak with
especially natural gas prices facing downside risk given current
storage levels and a potentially warm winter.  KEG also faces the
potential for capacity-driven pricing pressures given the new
capacity additions by competitors which has led to lower
utilization levels and lower pricing and margins.

In the face of potentially weaker margins, however, Moody's notes
that KEG's Ba3 rating can accommodate the company's recent
resumption of an active acquisition strategy.  Although the
current management team employs conservative financial policies,
the company recently completed two acquisitions and received
authorization for a $300 million share repurchase program which
are both likely to be funded, at least in part, through higher
leverage.

Despite the higher leverage and potential risk associated with
such leveraging transactions in the face of more challenging
market conditions, the Ba3 recognizes that the company may
continue to conduct such transactions and considers the heightened
level of integration and event risk.  The latter factor will be
especially important to monitor given the company's previous
challenges integrating and accounting for its acquisitions though
Moody's notes the quality of the new management team and that the
company has caught up with all of its SEC filings.  The Ba3 also
factors the company's still relatively small scale compared to the
largest competitors in the pressure pumping and fishing and rental
tool businesses and the company's primary concentration on the US
market.

The stable outlook reflects Moody's expectation for the company's
financial metrics to remain in line with parameters for the Ba3
rating.  More specifically, the outlook assumes that management
will keep upcycle leverage from trending towards the 2.5x range
considering the company's still comparatively smaller scale and
our current outlook for the sector.  Given the $300 million share
repurchase authorization and the recent acquisitions which were
partly financed with debt, Moody's expects leverage will be an
important component of KEG's future strategic plans.

As capacity issues begin to have an effect and as particularly the
natural gas market weakens, KEG may become pressured to increase
returns to shareholders or become involved in a wave of
consolidation within the industry.  Though any acquisition would
have to be assessed in its individual context, the current Ba3
rating provides KEG the flexibility to further expand its business
despite possibly weaker financial metrics due to the change in
market conditions.

The SGL-2 rating reflects the expectation that KEG should generate
more than sufficient cash flow from operations to cover capital
expenditures over the next twelve months.  The rating also
reflects the company's significant liquidity position as supported
by a large $400 million revolver.  While KEG is expected to draw
upon the revolver to help fund its share repurchases and
acquisitions, it should have significant untapped borrowings under
the facility.  In addition, KEG has only about $2 million of
amortizing debt due over the next twelve months related to the
Moncla acquisition which it should be able to fund using cash from
operations.  Despite any potential softening of margins or pricing
pressures, Moody's expects that KEG should stay well within its
3.5x Debt/EBITDA covenant and well above its 3.0x EBIT/Interest
covenant over the next twelve months.

Key Energy Services is headquartered in Houston, Texas.


KEY ENERGY: S&P Assigns 'B+' Credit Rating with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to well-servicing company Key
Energy Services Inc.  At the same time, S&P assigned a 'B' rating
to the company's proposed $400 million senior notes due 2017.
     
Proceeds from the offering will be used to help fund the
acquisitions of Moncla Cos. and Advanced Measurements Inc., and to
refinance existing debt.  Pro forma for the offering, Houston,
Texas-based Key should have roughly $425 million of adjusted long-
term debt.
     
"The ratings on Key reflect the highly volatile nature of the
well-servicing industry, limited business diversity, and an
aggressive growth strategy based on acquisitions," said Standard &
Poor's credit analyst Paul B. Harvey.
     
Ratings also reflect S&P concerns about the risks associated with
the company's ongoing initiatives to rectify its historical
accounting control problems.  Although as of October 2007 Kay was
current on its SEC filings, concern remains over the company's
ability to remain current and to shift from an ineffective
decentralized reporting scheme to a more streamlined, centralized
structure.  They also incorporate the potential for further
meaningful accounting and compliance anomalies that could cause
liquidity concerns.
     
Ratings also reflect Key's moderate financial policy, history of
free cash flow generation, greater focus on the stable crude oil
wells maintenance business, modest business diversity, low capital
expenditures, and degree of operating leverage.


KI SON: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Ki O. Son
        dba Son General Construction
        34 Dover Court
        San Carlos, CA 94070

Bankruptcy Case No.: 07-31429

Chapter 11 Petition Date: November 1, 2007

Court: Northern District of California (San Francisco)

Debtor's Counsel: James F. Beiden. Esq.
                  Law Offices of James F. Beiden
                  840 Hinckley Road, Suite 245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of his 11 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Wells Fargo Bank                Business purchases       $32,512
P.O. Box 348750
Sacramento, CA 95834

Bank of America                 Business credit          $21,069
P.O. Box 15026
Wilmington, DE 19850

Washington Mutual               Business charges         $20,000

Home Depot                      Construction             $13,000
                                materials

Piedmont Lumber                 Construction             $11,000
                                materials

Costco/American Express                                   $2,627

Heung Ser Park                  Complaint for            Unknown
                                faulty
                                construction,
                                currently in
                                litigation

Louis Ratto                     Complaint for            Unknown
                                malicious
                                prosecution and
                                declaratory relief

Martin Deutsch, Attorney        Attorney's fees          Unknown
                                in Park matter

Norman Newhouse                 Attorney's fees          Unknown
                                arising from
                                Ratto matter

Triad/Homes Associates          Claim for                Unknown
                                attorney's fees
                                arising from
                                litigation in which
                                debtor's attorney,
                                Newhouse,
                                improperly
                                dismissed
                                complaint thereby
                                creating potential
                                liability


LATAONE INC: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lataone, Inc.
        8421 Wilshire Boulevard
        Suite 205
        Beverly Hills, CA 90211

Bankruptcy Case No.: 07-20089

Type of Business: The Debtor is a telecommunications
                  provider.

Chapter 11 Petition Date: November 1, 2007

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: David W. Meadows, Esq.
                  Law Offices of David W. Meadows
                  1801 Century Park East
                  Suite 1250
                  Los Angeles, CA 90067
                  Tel: (310) 557-8490

Debtor's financial condition as of Nov. 1, 2007:

   Total Assets:         $0

   Total Debts:  $2,858,431

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Level 3 Communications                      $480,566
General Counsel
1025 El Dorado Boulevard
Broomfield, CO 80021

XO Communications                           $290,000
8851 South Sandy Parkway
Sandy, UT 84070

Broadvox                                     $44,876
1228 Euclid Avenue, Suite 390
Cleveland, OH 44115-1800
NAP of the Americas                          $37,000

Global Crossing                              $34,926

Info Highway Communications                  $25,000

TelePacific                                  $18,771

Kasil Tech, LLC                              $16,500

Hooman Parta                                 $13,090

Mahbod Darouvar                              $13,090

Sonnenschein Nath & Rosenthal                $13,075

Comtel Telcom, dba Excel                      $9,747

Futurecomm Holdings Ltd.                      $9,589

Jason Ritter                                  $9,250

David A. Shier                                $9,155

RNK Communications                            $6,045

Dongwan D. Chong                              $6,000

CRG West                                      $5,870

AT&T D.G.                                     $5,703

U.K. Agent                                    $5,207


LEXINGTON CAPITAL: Moody's Junks Ratings on Two Note Classes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Lexington
Capital Funding V Ltd. on review for possible downgrade:

   -- $246,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $123,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $91,500,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: A2, on review for possible downgrade

   -- $42,000,000 Class B Fourth Priority Senior Secured Floating
Rate Notes Due 2051

      Prior Rating: Aa2

      Current Rating: Baa2, on review for possible downgrade

   -- $40,000,000 Class C Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

   -- $28,000,000 Class D Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: Baa2

      Current Rating: Caa2, on review for possible downgrade

   -- $14,225,000 Class E Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

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


LIBERTAS PREFERRED: Moody's Cuts Ratings on Two Notes to Low-B
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Libertas
Preferred Funding IV, Ltd. on review for possible downgrade:

   -- $200,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $100,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $50,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $27,500,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $34,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $33,500,000 Class C Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $22,500,000 Class D Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

   -- $13,500,000 Class E Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2047

      Prior Rating: Baa3

      Current Rating: B1, on review for possible downgrade

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


LIBERTAS PREFERRED: Moody's Junks Rating on Class VIII Notes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Libertas
Preferred Funding III Ltd. on review for possible downgrade:

   -- $633,000,000 Class I Supersenior Swap

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $27,000,000 Class I-J Senior Floating Rate Notes Due
      April 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $108,000,000 Class II Senior Floating Rate Notes Due
      April 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $120,000,000 Class III Senior Floating Rate Notes Due
      April 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:

   -- $118,000,000 Class IV Senior Floating Rate Notes Due
      April 2047

      Prior Rating: Aa2

      Current Rating: A2, on review for possible downgrade

   -- $10,000,000 Class V Mezzanine Floating Rate Deferrable
      Notes Due April 2047

      Prior Rating: A1

      Current Rating: Baa3, on review for possible downgrade

   -- $45,000,000 Class VI Mezzanine Floating Rate Deferrable
      Notes Due April 2047

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $55,000,000 Class VII Mezzanine Floating Rate Deferrable
      Notes Due April 2047

      Prior Rating: Baa2

      Current Rating: B3, on review for possible downgrade

   -- $24,000,000 Class VIII Mezzanine Floating Rate Deferrable
      Notes Due April 2047

      Prior Rating: Baa3

      Current Rating: Caa2, on review for possible downgrade

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


LONG HILL: Moody's Assigns Low-B Ratings on Two Note Classes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Long Hill
2006-1 CDO Ltd on review for possible downgrade:

   -- $125,000,000 Class A-S2T Senior Secured Floating Rate
      Notes Due 2045

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $40,000,000 Class A1 Senior Secured Floating Rate Notes
      Due 2045

      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:

   -- $140,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2045

      Prior Rating: Aa2

      Current Rating: A2, on review for possible downgrade

   -- $28,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2045

      Prior Rating: A3

      Current Rating: Baa3, on review for possible downgrade

   -- $25,000,000 Class B Senior Secured Deferrable Interest
      Floating Rate Notes Due 2045

      Prior Rating: Baa2

      Current Rating: Ba2, on review for possible downgrade

   -- $5,000,000 Class C Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2045

      Prior Rating: Ba1

      Current Rating: B2, on review for possible downgrade

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


LUNAR FUNDING: Moody's Lowers Rating on 25 Million Notes to Ba2
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Lunar
Funding V Plc on review for possible downgrade:

   -- 30,000,000 Limited Recourse Secured Floating Rate Credit-
      Linked Notes due 2052

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- 80,000,000 Limited Recourse Secured Floating Rate Credit-
      Linked Notes due 2052

      Prior Rating: Aa3

      Current Rating: Baa2, on review for possible downgrade

   -- 25,000,000 Limited Recourse Secured Floating Rate Credit-
      Linked Notes due 2052

      Prior Rating: A3

      Current Rating: Ba2, on review for possible downgrade

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


MARCOS GARCIA: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marcos Dionisio Santiago-Garcia
        Monserrate Maldonado-Torres
        P.O. Box 1950
        Guayama, PR 00785

Bankruptcy Case No.: 07-06421-11

Chapter 11 Petition Date: October 31, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jacqueline Hernandez Santiago, Esq.
                  Jacqueline Hernandez Santiago
                  P.O. Box 366431
                  San Juan, PR 00936-6431
                  Tel: (787) 751-1836

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of their 11 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Banco Popular                   Bank loan               $253,288
G.P.O. Box 71735
San Juan, PR 00936

Banco Santander Puerto Rico     Bank loan                $89,003
P.O. 70117
San Juan, PR 00936-8117

Mr. Milton Arizmendi Pacheco    Bank loan                $73,000
URB. Colinas de Yauco F-13,
Calle Prado
Yauco, PR 00698-4147

18 Brother USA, Inc.            Trade debt               $58,507

CIT Group Commercial Serv.      Trade debt               $35,608

Banco Bilbao Vizcaya            Bank loan                $41,970

Rams Import                     Trade debt               $21,568

JC Manufacturing Inc.           Trade debt               $16,667

Five Star Accessories           Trade debt               $15,832

Bank of America                 Bank loan                $14,409

GMAC Commercial Finance LLC     Trade debt               $14,339


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 II Ltd. on review for possible downgrade:

   -- $500,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $100,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2053

      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 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $36,500,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes Due 2053

      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 Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aa3

      Current Rating: Baa1, on review for possible downgrade

   -- $20,000,000 Class D Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2053

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

   -- $19,000,000 Class E Eighth Priority Mezzanine Secured
      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 structured
finance securities.


MCMORAN EXPLORATION: S&P Junks Rating on Proposed $400 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating and stable outlook to McMoRan Exploration Co., an
oil and gas exploration and production company focused on the Gulf
of Mexico.  At the same time, Standard & Poor's assigned its
'CCC+' rating to McMoRan's proposed $400 million senior unsecured
notes.
     
Pro forma for the note issuance, New Orleans, Louisiana-based
McMoRan will have roughly $950 million in balance sheet debt
outstanding, which includes $215 million in convertible notes.
     
"The corporate credit rating on McMoRan reflects the company's
high-risk deep shelf exploration strategy in the Gulf of Mexico,
unproven ability to profitably add proved reserves, and high
leverage," said Standard & Poor's credit analyst Amy Eddy.  "The
one-notch differential between the corporate credit rating and the
notes reflects the company's ability to incur senior debt in
excess of 15% of assets."


MERRILL LYNCH: S&P Lowers Ratings on 20 Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 20
classes of certificates from 14 Merrill Lynch Mortgage Investors
Trust transactions. Of the 20 lowered ratings, s&p removed one (on
class B-2, series 2003-HE1) from CreditWatch with negative
implications and placed two (on classes B and M-2, series 2002-
HE1) on CreditWatch negative.  In addition, s&p removed one class
(class B-3, series 2003-HE1) from CreditWatch with negative
implications and affirmed the rating.  Furthermore, s&p raised the
ratings on the M-1 classes from series 2004-WMC1 and series 2004-
WMC2.  Lastly, S&P affirmed its ratings on 79 classes from 15
Merrill Lynch Mortgage Investors Trust series.
     
The lowered ratings reflect a steady increase in the delinquency
pipeline--particularly severe delinquencies--combined with
projected credit support percentages that are insufficient to
maintain the ratings at their previous levels.  Based on the
current collateral performance of these transactions, S&P project
future credit enhancement to be significantly lower than the
original credit support.  Total delinquencies ranged from 10.45%
(series 2004-WMC2) to 27.91% (series 2002-HE1), and severe
delinquencies (90-plus days, foreclosures, and REOs) ranged from
6.19% (series 2004-WMC1) to
20.38% (series 2003-WMC1) of the current pool balances.  
Cumulative realized losses ranged from 0.31% (series 2004-OPT1) to
1.71% (series 2003-WMC1) of the original pool balances.   
     
The downgrade of class B-2 from series 2003-HE1 and its removal
from CreditWatch negative stems from S&P's belief that the lowered
rating more accurately represents the available credit support of
this class relative to delinquencies.  Total delinquencies for
this transaction were 25.68%, while severe delinquencies (90-plus
days, foreclosures, and REOs) represented 12.19% of the current
pool balance.  Cumulative realized losses were 1.43% of the
original pool balance.     
     
The CreditWatch negative placements of the ratings on classes B
and M-2 from series 2002-HE1reflect growing excess in serious
delinquencies compared with the credit support available to
support the certificates, as well as a decline in
overcollateralization.  Current O/C was approximately $0.705
million, or 22% below its target.  Total delinquencies were
27.91%, with 17.93% categorized as seriously delinquent.  
Cumulative realized losses were 0.94%.  Standard & Poor's will
continue to monitor the performance of this series.  If serious
delinquencies increase further and the level of O/C continues to
decline, S&P will take additional negative rating actions.  
Conversely, if serious delinquencies improve relative to credit
support, and the level of O/C rebuilds to its target balance, S&P
will affirm the ratings on these two classes and remove them from
CreditWatch negative.
     
S&P removed class B-3 from series 2003-HE1 from CreditWatch
negative and affirmed its rating because it is supported by
projected credit support levels.  Total delinquencies for this
transaction were 25.68%, with 12.19% categorized as seriously
delinquent.  Cumulative realized losses were 1.43%.
     
The raised ratings reflect an appreciation in actual and projected
credit support percentages.  Additionally, the upgraded
transactions have benefited from accelerated principal
prepayments.  The average pool factors for these transactions
represent 10.31% of their original pool balances.  The upgraded
classes within these transactions have at least 4.40x the credit
support level for the higher rating categories.  Total
delinquencies for these transactions ranged from 10.45% to 11.58%
of the current pool balances, while cumulative realized losses
ranged from 0.75% to 0.81% of the original pool balances.

The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.  
Total delinquencies ranged from 10.45% (series 2004-WMC2) to
27.91% (series 2002-HE1) of the current pool balances, while
cumulative realized losses ranged from 0.31% (series 2004-OPT1) to
1.71% (series 2003-WMC1) of the original pool balances.
     
Credit enhancement for these transactions is derived from a
combination of subordination, excess interest, and O/C. The
collateral supporting these transactions consists of subprime
adjustable- and fixed-rate, fully amortizing, first- and second-
lien residential mortgage loans.


                        Ratings Lowered

             Merrill Lynch Mortgage Investors Trust

                                       Rating
                                       ------
              Series    Class      To          From
              ------    -----      --          ----
              2003-OPT1 B-1        BB          A-
              2003-OPT1 B-2        B           BBB
              2003-OPT1 B-3        CCC         BBB-
              2003-OPT1 M-3        BBB         A+
              2003-WMC1 B-1        CCC         B
              2003-WMC2 B-1        BB          AA
              2003-WMC2 B-2        B           A
              2003-WMC3 B-3        BB          BBB-
              2004-FM1  B-4        BB          BBB-
              2004-HE1  B-3        BB          BBB
              2004-HE2  B-4        B           BBB
              2004-WMC1 B-4        BB          BB+
              2004-WMC2 B-2        BB          BBB+
              2004-WMC2 B-3        B           BBB-
              2004-WMC3 B-4        CCC         B-
              2004-WMC4 B-4        B           BB+
              2004-WMC5 B-5        BB          BBB

      Rating Lowered and Removed from Creditwatch Negative
   
             Merrill Lynch Mortgage Investors Trust

                                      Rating
                                      ------
            Series    Class      To              From
            ------    -----      --              ----
            2003-HE1  B-2        BB              BBB/Watch Neg

       Ratings Lowered and Placed on Creditwatch Negative
   
             Merrill Lynch Mortgage Investors Trust

                                       Rating
                                       ------
          Series    Class        To              From
          ------    -----        --              ----
          2002-HE1  B            BB/Watch Neg    A-/Watch Neg
          2002-HE1  M-2          BB+/Watch Neg   AA-

                         Ratings Raised

             Merrill Lynch Mortgage Investors Trust

                                       Rating
                                       ------
            Series    Class      To              From
            ------    -----      --              ----
            2004-WMC1 M-1        AAA             AA+
            2004-WMC2 M-1        AAA             AA

     Rating Affirmed and Removed from Creditwatch Negative

                                            Rating
                                            ------
         Series       Class              To        From
         ------       -----              --        ----
         2003-HE1     B-3                B         B/Watch Neg

                       Ratings Affirmed
   
            Merrill Lynch Mortgage Investors Trust

  Series       Class                                   Rating
  ------       -----                                   ------
  2003-OPT1    A-1, A-2, A-3, S                        AAA
  2003-OPT1    M-1                                     AA+
  2003-OPT1    M-2                                     AA
  2004-FM1     M-2                                     AA
  2004-FM1     M-3                                     A+
  2004-FM1     B-1                                     A
  2004-FM1     B-2                                     BBB+
  2004-FM1     B-3                                     BBB
  2004-HE1     M-1                                     AA+
  2004-HE1     M-2                                     A+
  2004-HE1     B-1                                     A-
  2004-HE1     B-2                                     BBB+
  2004-WMC1    M-2                                     AA
  2004-WMC1    M-3                                     A+
  2004-WMC1    B-1                                     A
  2004-WMC1    B-2                                     BBB+
  2004-WMC1    B-3                                     BBB-
  2004-WMC2    M-2                                     A+
  2004-WMC2    M-3                                     A
  2004-WMC2    B-1                                     A-
  2004-WMC2    B-2                                     BBB+
  2004-WMC4    M-2                                     AA
  2004-WMC4    M-3                                     A+
  2004-WMC4    B-1                                     A
  2004-WMC4    B-2                                     BBB+
  2004-WMC4    B-3                                     BBB
  2002-HE1     A-1                                     AAA
  2002-HE1     M-1                                     AA+
  2003-HE1     A-1, A-2B, S                            AAA
  2003-HE1     M-1                                     AA+
  2003-HE1     M-2                                     A+
  2003-HE1     M-3                                     A
  2003-HE1     B-1                                     BBB+
  2003-WMC1    M-2                                     AAA
  2003-WMC1    B-2                                     CCC
  2003-WMC2    M-2                                     AAA
  2003-WMC3    M-3                                     A+
  2003-WMC3    M-4                                     A-
  2003-WMC3    B-1                                     BBB+
  2003-WMC3    B-2                                     BBB
  2004-HE2     A-1A, A-1B, A-2C                           AAA
  2004-HE2     M-1                                     AA+
  2004-HE2     M-2                                     AA
  2004-HE2     M-3                                     AA-
  2004-HE2     B-1                                     A
  2004-HE2     B-2                                     A-
  2004-HE2     B-3                                     BBB+
  2004-OPT1    A-1A, A-1B, A-2A, A-2B                  AAA
  2004-OPT1    M-1                                     AA+
  2004-OPT1    M-2                                     AA
  2004-OPT1    M-3                                     A+
  2004-OPT1    B-1                                     A
  2004-OPT1    B-2                                     A-
  2004-OPT1    B-3                                     BBB+
  2004-WMC3    M-2                                     AA
  2004-WMC3    M-3                                     A+
  2004-WMC3    B-1                                     A
  2004-WMC3    B-2                                     BBB+
  2004-WMC3    B-3                                     B
  2004-WMC5    M-1, M-2                                AA+
  2004-WMC5    M-3, M-4, M-5, M-6                      AA
  2004-WMC5    B-1                                     AA-
  2004-WMC5    B-2                                     A+
  2004-WMC5    B-3                                     A-
  2004-WMC5    B-4                                     BBB+


MYSTIC POINT: Moody's Junks Rating on $6 Million Class E Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Mystic
Point CDO, Ltd. on review for possible downgrade:

   -- $10,000,000 Class A-X Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $325,000,000 Class A-1 Senior Secured Unfunded Notes Due
      2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $75,000,000 Class A-2 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:

   -- $32,500,000 Class B Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $24,500,000 Class C Secured Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

   -- $17,500,000 Class D Secured Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: Baa2

      Current Rating: B3, on review for possible downgrade

   -- $6,000,000 Class E Secured Floating Rate Deferrable Notes
      Due 2047

      Prior Rating: Baa3

      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.


NATIONAL EASTERN: Court OKs Chorches & Novak as Bankruptcy Counsel
------------------------------------------------------------------
National Eastern Corporation obtained authority from the U.S.
bankruptcy Court for the District of Connecticut to employ
Chorches & Novak P.C., as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Chorches & Novak is expected to

   (a) give the Debtor legal advice with respect to its
       powers and duties as debtor-in possession in the
       continued operation of its business and management of
       its property;

   (b) take any and all legal action in record to any possible
       preferences within ninety 90 days before the filing
       petition;

   (c) prepare on behalf of the Debtor, necessary applications,
       answers, orders, reports and other legal papers;

   (d) perform all other legal services for debtor-in-
       possession to employ an attorney for such professional
       services.

The Debtor will pay the firm based on these rates:

       Designation                   Hourly Rate
       -----------                   -----------
       Partners                         $325
       Associates                       $215
       Legal Assistants/Law Clerks    $65-$125

The company will also pay the firm's professional liability
insurance in the amount of $2 million through Zurich Insurance
Group, Policy No. LPL 4908278-4, and will maintain the said
insurance coverage during the pendency of appointment.

To the best of the Debtor's knowledge, the firm does not hold or
represent any interest adverse to the Debtor's estate and is
"disinterested" as the term is defined in the Bankruptcy Code.

The firm can be reached at:

        Anthony S. Novak, Esq.
        Chorches & Novak, P.C.
        1260 Silas Deane Highway
        Wethersfield, Connecticut 06109
        Tel: (860)257-1980

Headquartered in Plainville, Connecticut, National Eastern Corp.
fabricates steel.  The Debtor filed for Chapter 11 protection on
Sept. 17, 2007 (Bankr. D. Conn. Case No. 07-21290).  When the
company filed for bankruptcy, it listed total assets of
$20,786,808 and total debts of $15,398,616.


NEPTUNE CDO IV: Moody's Junks Rating on Class E Notes
-----------------------------------------------------
Moody's Investors Service placed these notes issued by Neptune CDO
IV Ltd. on review for possible downgrade:

   -- Class A-1 Swap Transaction

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- Class A-2 Senior Floating Rate Notes due October 2046

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- Class B Senior Floating Rate Notes due October 2046

      Prior Rating: Aa2

      Current Rating: Baa3, on review for possible downgrade

   -- Class C Senior Floating Rate Notes due October 2046

      Prior Rating: Aa3

      Current Rating: Ba1, on review for possible downgrade

   -- Class D Floating Rate Deferrable Notes due October 2046

      Prior Rating: A2

      Current Rating: B3, on review for possible downgrade

   -- Class E Floating Rate Deferrable Notes due October 2046

      Prior Rating: Baa2

      Current Rating: Caa2, on review for possible downgrade

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


NEPTUNE CDO V: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Neptune CDO V Ltd. on review for possible downgrade:

   -- $10,000,000 Class X Floating Rate Notes Due July 2014

      Prior Rating: Aaa

      Current Rating: A1, on review for possible downgrade

   -- $190,000,000 Class A-1LA-1 Floating Rate Notes Due
      January 2045

      Prior Rating: Aaa

      Current Rating: A2, on review for possible downgrade

   -- $35,000,000 Class A-1LA-2 Floating Rate Notes Due January
      2045

      Prior Rating: Aaa

      Current Rating: Baa2, on review for possible downgrade

   -- $25,000,000 Class A-1LB Floating Rate Notes Due January
      2045

      Prior Rating: Aaa

      Current Rating: Baa3, on review for possible downgrade

   -- $41,000,000 Class A-2L Floating Rate Notes Due January
      2045

      Prior Rating: Aa2

      Current Rating: Ba3, on review for possible downgrade

   -- $9,000,000 Class A-3L Floating Rate Notes Due January
      2045

      Prior Rating: Aa3

      Current Rating: B1, on review for possible downgrade

   -- $9,000,000 Class A-4L Floating Rate Notes Due January   
      2045

      Prior Rating: A2

      Current Rating: Caa2, on review for possible downgrade

   -- $10,000,000 Class A-5L Floating Rate Notes Due January
      2045

      Prior Rating: A3

      Current Rating: Caa3, on review for possible downgrade

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

   -- $7,500,000 Class B-1L Floating Rate Notes Due January
      2045

      Prior Rating: Baa2

      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 asset-
backed securities.


NEUMANN HOMES: Bank Wants Stay Lifted to Secure Collateral
----------------------------------------------------------
Guaranty Bank asks the United States Bankruptcy Court for the
Northern District of Illinois to lift the automatic stay so that
it may secure and complete certain residential real properties
being developed by Neumann Homes Inc. and its debtor-affiliates.

Morgan M. Smith, Esq., at Schwartz Cooper Chartered, in Chicago,
Illinois, relates that the Debtors granted for the benefit of
Guaranty Federal Bank, F.S.B., a first lien and security interest
on certain of their properties pursuant to a Mortgage, Assignment
of Rents and Security Agreement dated June 16, 1999.  The
properties include, among others, undeveloped home sites, homes
sold or are in production, and quick delivery homes.

The Master Security Instrument was reached to secure the Debtors'
debt obligations under an amended and restated Master Loan
Agreement they entered into with Guaranty Bank and an amended
promissory note they executed in 2006, payable to the order of
Guaranty Bank.

The Debtors are currently in default of their debt obligations
under the note and loan agreement, according to Mr. Smith.

As of the Petition Date, the principal balance outstanding under
the Note and Loan Agreement is not less than $33,427,253, the
total accrued but unpaid interest due under the Note and Loan
Agreement is not less than $443,123, and fees and expenses due
under the Loan Documents are not less than $24,250.

Guaranty Bank has also issued outstanding letters of credit on
behalf of the Debtors in the amount of roughly $2,852,641.  
Interest, costs of collection, attorneys' fees and other
associated costs and expenses continue to accrue on Guaranty
Bank's claim pursuant to the provisions of the Loan Documents,
according to Mr. Smith.

Cause exists to grant relief from the automatic stay pursuant to
Section 362(d)(1) of the Bankruptcy Code, "for cause, including
lack of adequate protection," Mr. Smith contends.  Mr. Smith
points out that the Debtors lack sufficient funds to provide
adequate protection to Guaranty Bank.  The bank's collateral is
in various stages of build-out.  A significant number of the
homes sold and in production are not completed and are subject to
damage or loss due to weather, theft, and vandalism.  He adds
that the Debtors do not have sufficient funds to protect the
properties from any avoidable loss or damage.

Mr. Smith also asserts that the stay should be modified under
Section 362(d)(2) of the Bankruptcy Code.  Section 362(d)(2)
provides that the Court will terminate the stay if the Debtor (i)
does not have any equity in the property; and (ii) the property
is not necessary to an effective reorganization.

Mr. Smith argues that the Debtors do not have equity on the
properties since its indebtedness to Guaranty Bank exceeds the
value of the properties.  He adds that the Debtors do not have
sufficient fund or prospects to raise sufficient fund to build-
out, market, and sell the properties.

Guaranty Bank also wants the Debtors to provide all documents
specifically related to the completion of the properties so that
it may complete the construction in a cost-effective manner.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential  
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NEUROBIOLOGICAL TECH: Completes $60 Million Common Stock Offering
-----------------------------------------------------------------
Neurobiological Technologies Inc. has closed a $60 million
underwritten offering of 21,818,181 shares of common stock.
The company received approximately $55 million of net offering
proceeds after underwriting discounts and commissions.

Amongst the larger investors in the offering were Biotechnology
Value Fund, LP, Great Point Partners LLC, and Millennium
Technology Value Partners L.P.

"Our goal was to raise sufficient capital to fund our lead
compound, Viprinex(TM), through the completion of two existing
phase 3 trials," Paul E. Freiman, president and CEO stated.
"Viprinex is being developed as an agent for the treatment of
acute ischemic stroke.  Based on our forecasts, we anticipate that
we have accomplished this goal through both increased positions
taken by existing investors, and the addition of
significant new investors.  The basic premise behind our vision is
to enhance the limited treatment options available to victims of
this terrible condition."
    
"If we succeed in our ongoing clinical trials of Viprinex for
acute ischemic stroke, we expect that we will effectively
double the available treatment window for the current approved
therapy," Mr. Freiman continued.  "We are pleased with the
proceeds from this offering, which we expect will end
the need for serial fund raises during that time.  Merriman Curhan
Ford & Co. played a key role in bringing this offering to
completion and we were quite pleased with their performance."
    
Merriman Curhan Ford & Co. acted as the sole book-running
manager in this offering, and Dawson James Securities Inc. acted
as co-manager.
    
             About Neurobiological Technologies Inc.

Headquartered in Emeryville, California, Neurobiological
Technologies Inc. (NASDAQ:NTIID) - http://www.ntii.com/-- is a   
biotechnology company engaged in the business of acquiring and
developing central nervous system-related drug candidates.  The
company is focused on therapies for neurological conditions that
occur in connection with ischemic stroke, brain cancer,
Alzheimer's disease and dementia.  NTI has one product candidate
in clinical development, Viprinex.  It is developing Viprinex for
the treatment of acute ischemic stroke.

At June 30, 2007, the company's balance sheet showed total assets
of $10,921,087 and total liabilities of $33,014,125, resulting to
a shareholders' deficit of $22,093,038.

                       Going Concern Doubt

Odenberg Ullakko Muranishi & Co. LLP in San Francisco, California,
raised substantial doubt about Neurobiological Technologies Inc.'s
ability to continue as a going concern, after auditing the
company's financilas statements for periods ending June 30, 2007,
and 2006.  The auditors pointed to the company's recurring
operating losses, negative cash flows from operations, negative
working capital position and stockholders' deficit.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services said that its 'B-' corporate
credit rating and other ratings on Intertape Polymer Group Inc.
remain on CreditWatch with negative implications.


NEW CENTURY: Court Expands O'Melveny Retention to Include NCWC
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave New Century Financial Corp. and its debtor-affiliates  
permission to expand the scope of O'Melveny & Myers LLP's
retention, as the Debtors' general bankrupty counsel, to include
New Century Warehouse Corporation, a wholly owned subsidiary of
New Century Financial Corp., nunc pro tunc to Aug. 3, 2007.  

O'Melveny will be compensated in accordance with the procedures
set by Sections 330 and 331 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Monika L. McCarthy, senior vice president and general counsel to
the Debtors, told the Court that O'Melveny's depth of experience
in business reorganizations and its familiarity with the Debtors
qualifies it to effectively deal with the legal issues likely to
arise in NCWC's chapter 11 case.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


NEW CENTURY: Court Fixes December 14 as NCWC's General Bar Date
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
granted New Century Financial Corp., New Century TRS Holdings
Inc., and their direct and indirect subsidiaries' request to set
the bar dates for all entities and governmental units to file
proofs of claim in the Chapter 11 case of New Century Warehouse
Corporation.

The Court has fixed the NCWC Bar Dates:

   (a) Dec. 14, 2007, as NCWC's General Bar Date;

   (b) Jan. 31, 2008, as NCWC's Governmental Bar Date;

   (c) with respect to the rejection of executory contracts and
       unexpired leases, the Rejection Bar Date will be the later
       of the NCWC General Bar Date and 30 days after the
       effective date of rejection; and

   (d) with respect to claims arising out of amendment of NCWC's
       schedules of assets and liabilities, the Schedules Bar
       Date is fixed at the later of the NCWC General Bar Date
       and 30 days after service of the notice of the amendment.

The NCWC Bar Dates are applicable only to claims related to
NCWC's Chapter 11 Case.  Any entity asserting claims against the
other Debtors must its file proof of claim in accordance with the
Bar Date for the particular Debtor.

As reported in the Troubled Company Reporter on Oct. 25, 2007,
NCWC, doing business as Access Holdings Corporation, is a
specialty finance company providing warehouse financing to the
middle market segment of the residential mortgage origination
industry.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


NEW CENTURY: Moves 2007 Annual Meeting of Stockholders to December
------------------------------------------------------------------
In a regulatory filing dated Oct. 31, 2007, New Century Financial
Corporation filed with the Securities and Exchange Commision the
amendment and restatement of the company's Bylaws, which was
approved by its Board of Directors on Oct. 26, 2007.

The Sixth Amendment to the Bylaws provides that NCFC's 2007
annual meeting of stockholders will be held in December instead
of October, effective immediately.

Holly Etlin, president, chief executive officer, and chief
restructuring officer of the Debtors, assures that the Amendment
does not affect the dates for the subsequent annual meetings.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


NEW YORK RACING: Wants $1.6 Billion Tax Dispute With IRS Settled
----------------------------------------------------------------
The New York Racing Association has requested the U.S. Bankruptcy
Court for the Southern District of New York to settle the
disagreement between the race track operator and the Internal
Revenue Service on IRS' alleged $1.6 billion tax and penalty
claims, the Associated Press reports citing a court filing.  The
NYRA claims that they owe the IRS no more than $5 million.

According to the court filing, the association stated that the
claim will impede on NYRA's efforts to establish an adequate
creditor distribution scheme as part of NYRA's plan of
reorganization.

Joan Gralla of Reuters say that the IRS contends that the claim
consists of:

   (1) $886 million in unassessed taxes from 2000 to 2005, and

   (2) about $129 million in corporate income taxes for each
       year plus $153 million in accrued interest.

U.S. Bankruptcy Judge James Peck is scheduled to estimate the
claim on Nov. 28, 2007, AP relates.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in  
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and Irena
M. Goldstein, Esq., at Dewey Ballantine LLP represent the Debtor
in its restructuring efforts.  Jeffrey S. Stein of The Garden City
Group Inc. serves as the Debtor's claims and noticing agent.  The
U.S. Trustee for Region 2 appointed an Official Committee of
Unsecured Creditors and Edward M. Fox, Esq., Eric T. Moser, Esq.,
and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart Preston Gates
Ellis LLP, represent the Committee.  When the Debtor sought
protection from its creditors, it listed more than $100 million in
total assets and total debts.


NRG ENERGY: Commences Cash Offer for $4.7 Billion of Senior Notes
-----------------------------------------------------------------
NRG Energy Inc. has commenced conditional cash offers to purchase
any and all of its $4.7 billion of outstanding senior notes at
101% of the principal amount, plus accrued interest, as required
by the indentures for its 7.25% senior notes due 2014, 7.375%
senior notes due 2016 and 7.375% senior notes due 2017, in
connection with the implementation of a new holding company
structure to facilitate its capital allocation plan.

In addition to these contractually required offers, NRG disclosed
a concurrent alternative solicitation of consents that will
provide each investor with an opportunity to forgo its right to
require NRG to make the offers to purchase with respect to its
Notes.

The cash tender offers are conditioned on the consummation of a
merger to implement the holding company structure, as contemplated
by the merger agreement dated Nov. 2, 2007, among NRG Energy and
two newly formed subsidiaries, NRG Holdings Inc. and NRG Merger
Sub Inc.

Upon consummation of the merger, NRG Energy, Inc. will remain the
issuer of the Notes and will become a wholly owned subsidiary of
Holdco.  In the event that the merger is not consummated for any
reason, NRG will be under no obligation to consummate the tender
offers, although NRG reserves the right to accept tenders and
purchase tendered Notes even if the merger is not consummated.

The concurrent alternative consent solicitation for each series of
Notes is not conditioned on receipt of consents representing a
minimum percentage of outstanding Notes of any series.  Each
holder of Notes that consents to forgo the requirement for the
tender offer with respect to its Notes will receive a minimum
consent fee of $1.25 in cash per $1,000 principal amount of Notes
upon consummation of the merger, whether or not any other holders
of Notes elect to consent.

Furthermore, in the event that holders of a majority in aggregate
principal amount of a particular series of Notes consent to forgo
the tender offer, consenting holders of Notes of that series will
receive upon consummation of the merger a consent fee per $1,000
principal amount of Notes equal to
$1.25 divided by the percentage of Notes of that series which
consented.

In the event that a majority of consents for a particular series
of Notes are received, NRG will not be obligated to purchase any
Notes of that series and will have the option to terminate the
tender offer for that series of Notes in its discretion.

Notes may either be tendered into a tender offer for a particular
series or may be consented, but not both.  Notes of any series
that are tendered into a tender offer will not be eligible to
receive the consent payment, even if consents representing a
majority in aggregate principal amount of that series are
received, thereby eliminating the requirement for the tender offer
with respect to all outstanding Notes of that series.

In addition, Notes that are neither tendered nor consented will
not be eligible to receive the consent payment under any
circumstances.

In connection with the transaction, Bank of America has provided
NRG Energy with a $4.2 billion senior unsecured debt financing
commitment, subject to customary conditions, to fund the tender
offers together with a portion of NRG's cash on hand.

In addition, the company entered into a new $1 billion senior
credit facility at Holdco on June 8, 2007, as part of NRG's
refinancing transaction.  NRG intends to fund the Holdco facility
upon consummation of the merger and pay the proceeds to NRG Energy
as an equity contribution.

NRG will use the net proceeds for the prepayment of a portion of
its existing Term B loan, resulting in a reduction in debt at NRG
Energy but no change to the company's consolidated debt levels.

Upon completion, the restricted payments capacity under the
indentures governing the Notes will increase by an amount equal to
the equity contribution.  In light of the company's projected
earnings and cash flow profile, the company plans to target an
annual return of capital to shareholders, consisting of both fixed
dividend and variable share repurchase components, of
approximately 3% per annum.

The tender offers are being made pursuant to the provisions of the
indentures governing the Notes that require NRG to make an offer
to repurchase Notes at a price of 101% of the principal amount
thereof, plus accrued interest, upon a "Change of Control."  

The holding company merger, if completed, will constitute a
"Change of Control" under the indentures governing the Notes.
Conducting the tender offers as described above will fulfill NRG's
obligation with respect to the change of the control provisions of
the indentures governing the Notes.

NRG will not have any obligation to make any other offer as a
consequence of implementing the holding company structure pursuant
to the merger agreement as described above.  However, NRG reserves
the right, whether or not the tender offers or the consent
solicitations are consummated, to acquire Notes from time to time
in the future through open market purchases, privately negotiated
purchases, redemptions, tender offers or otherwise, upon such
terms and at such prices as NRG in its sole discretion may
determine.

The tender offers and the consent solicitations will expire at
9:00 a.m., New York City time, on Tuesday, Dec. 4, 2007, unless
extended.  NRG reserves the right, but is not obligated, to extend
the tender offers and the consent solicitations. Tenders may be
withdrawn and consents may be revoked at any time prior to
expiration.

The complete terms of the tender offers and consent solicitations
are contained in the Notice of Conditional Offers to Purchase and
Concurrent Alternative Consent Solicitations Statement dated Nov.
2, 2007, which is being sent to holders of Notes.  Each tender
offer or consent solicitation with respect to a series of Notes is
independent of the others.

Banc of America Securities LLC is the exclusive dealer manager for
the tender offers and solicitation agent for the consent
solicitations. Questions regarding the tender offers and the
consent solicitations can be addressed to Banc of America
Securities LLC at (888) 292-0070 or (212) 847-5188.  Requests for
documents may be directed to MacKenzie Partners Inc., the
information agent, at (800) 322-2885 or (212) 929-5500.

                        About NRG Energy

Hearquartered in Princeton, New Jersey, NRG Energy Inc. (NYSE:  
NRG) -- http://www.nrgenergy.com/-- owns and operates a diverse  
portfolio of power-generating facilities, primarily in Texas and
the Northeast, South Central and West regions of the U.S.  Its
operations include baseload, intermediate, peaking, and
cogeneration and thermal energy production facilities.  NRG also
has ownership interests in generating facilities in Australia,
Germany and Brazil.

                          *     *     *

Standard & Poor's Ratings Services rated NRG Energy Inc.'s
$4.7 billion unsecured bonds at 'B'.  In addition, Standard &
Poor's rated NRG Energy Inc.'s corporate credit rating at 'B+'.  
The outlook is stable.


NEW YORK DELI: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: New York Deli Topanga
        6600 Topanga Canyon Boulevard
        No. FC8
        Canoga Park, CA 91303

Bankruptcy Case No.: 07-14259

Chapter 11 Petition Date: November 2, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Todd M. Arnold, Esq.
                  Levene, Neale, Bender, Rankin & Brill, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Security Pacific Bank                                  $1,200,000
12121 Wilshire Boulevard
Los Angeles, CA 90025

Steve Demircift                  Loan ($200,000 paid     $250,000
1181 Nicole Court                to Westfield on
Glendora, CA 91740               behalf of Gulen
                                 Enterprises, Inc.

CalAsia Construction             Construction            $200,000
3050 Fletcher Drive
Los Angeles, CA 90065

RGS Distributors, Inc.                                    $11,000

Sysco                                                     $10,000

World Wide Produce                                         $7,000

Breadworks                                                 $1,600

The Gas Company                                            $1,000

LA DWP                                                     $1,000

Encino Deli                                                $1,000

CIT Technology                                               $569

Ford Credit                                                  $469

AT&T Payment Center                                          $300

Cintas                                                       $100

Western Exterminator                                          $50


OFFICEMAX INC: Improved Credit Metrics Cues S&P's "BB-" Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on OfficeMax Inc. to 'BB-' from 'B+'.  The outlook is
stable.
      
"This action reflects the company's improved credit metrics
primarily due to lower corporate costs," said Standard & Poor's
credit analyst Stella Kapur, "and the termination of its
receivable securitization facility, which we treated as debt."  
While the company is facing economic headwinds and still needs to
overcome reinvestment and supply chain needs, credit metrics have
adequate cushion to digest a period of economic softness
anticipated in 2008.


OPEN TEXT: Earns $7.8 Million in First Quarter Ended Sept. 30
-------------------------------------------------------------
Open Text(TM) Corporation reported Thursday unaudited financial
results for its first quarter that ended Sept. 30, 2007.

The company reported net income of $7.8 million for the first
quarter ended Sept. 30, 2007, compared with net income of
$7.3 million in 2006.

Total revenue for the first quarter was $164.0 million, compared
to $101.2 million for the same period in the prior fiscal year.
License revenue in the first quarter was $44.3 million, compared
to $28.8 million in the first quarter of the prior fiscal year.
   
Adjusted net income in the quarter was $22.1 million, compared to
$12.2 million for the same period in the prior fiscal year.  
Adjusted net income excludes, where applicable, the amortization
of acquired intangible assets, other income (expense), share-based
compensation, and restructuring, all net of tax.

Operating cash flow in the first quarter of fiscal 2008 was
$32.2 million, compared to $9.6 million in the first quarter of
fiscal 2007.

"The company plans to make an additional debt prepayment of
$30.0 million.  This will reduce our debt from $390 million at the
time of the Hummingbird acquisition to approximately
$296.3 million.  We are pleased with our accelerated repayment of
the debt ahead of schedule and plans for future lump sum debt
repayments will continue to be reviewed on a periodic basis,"
said Paul McFeeters, chief financial officer of Open Text.

The cash, cash equivalents and short-term investments balance as
of Sept. 30, 2007, was $150.3 million.  Accounts receivable as of
Sept. 30, 2007, totaled $117.0 million, compared to $76.7 million
as of Sept. 30, 2006, and Days Sales Outstanding was 64 days in
the first quarter of fiscal 2008, compared to 68 days in the first
quarter of fiscal 2007.  "I am pleased with our performance in the
quarter," said John Shackleton, president and chief executive
officer of Open Text.  "We experienced strong sales in the
pharmaceutical and energy sectors, meeting our profitability
targets and generating strong operating cash flow.  We are well on
our way to meeting our objectives for fiscal 2008."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.32 billion in total assets, $753.5 million in total
liabilities, $7.4 million in minority interest, and $560.1 million
in total shareholders' equity.

                         About Open Text

Headquartered in Waterloo, Ontario, Open Text Corp.
(NASDAQ: OTEX, TSX: OTC) -- http://www.opentext.com/-- is an   
independent provider of Enterprise Content Management software.
The company's solutions manage information for all types of
business, compliance and industry requirements in the world's
largest companies, government agencies and professional service
firms.  Open Text supports approximately 46,000 customers in 114
countries.

                          *     *     *

Open Text Corp. still carries Moody's Investors Service 'Ba3' bank
loan debt rating and 'B1' long term corporate family rating.  The
rating outlook is stable.


PACIFIC LUMBER: Judge Houser Appointed as Mediator
--------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas appointed Chief Bankruptcy Judge
Barbara Houser of the United States Bankruptcy Court for the
Northern District of Texas to serve as mediator between  Pacific
Lumber Company and its debtor-affiliates and parties-in-interest
to arrive at a confirmable Plan of Reorganization.

Judge Schmidt said Chief Judge Houser is qualified and suitable,
and encouraged the parties to come to an agreement concerning
Pacific Lumber Company's Plan of Reorganization.

Judge Schmidt believes that the most productive form of mediation
is through the designation of a current bankruptcy judge with no
assignment or responsibility for the Debtors' Chapter 11 cases.   

Because Chief Judge Houser will be serving as a neutral mediator,
and because the nature of the mediation process requires ex parte
contacts, Judge Schmidt said the prohibitions under Rule 9003
of the  Federal Rules of Bankruptcy Procedure do not apply to
communications among the parties, their attorneys, and the Chief
Judge in connection with the mediation proceedings.

Judge Schmidt laid out certain guidelines regarding the conduct
of mediation.

Specifically, Judge Schmidt ordered that:

   (a) all communications made by the parties including:

       -- the conduct and demeanor of each of their counsel
          during the mediation,

       -- any documents prepared or produced in connection with
          the mediation process,

       -- Chief Judge Houser's notes or records,

       will be confidential and will not be admissible in
       evidence or will not be a subject of any discovery in
       any proceeding;

   (b) the mediation sessions will be treated as compromise
       negotiations for purposes of the Federal Rules of Evidence
       or any rules of evidence of any other jurisdiction;

   (c) no record will be made of the mediation proceedings;

   (d) Chief Judge Houser will not appear as a witness
       to the mediation proceeding;

   (e) all parties should agree that Chief Judge Houser is
       serving in this proceeding as a United States Bankruptcy
       Judge and is subject to judicial immunity from all claims
       associated with her participation;  
  
   (f) not withstanding judicial immunity, the parties waive all
       claims of liability in any way associated with Judge
       Houser's participation and agree to hold her harmless
       from any claim whatsoever; and

   (g) the United States and the State of California may attend
       the mediation and participate as an observer, but is bound
       by the confidentiality rule.

Judge Schmidt, however, added that any document that is otherwise
discoverable pertaining to its communications during the
negotiation is not shielded from discovery solely because it was
used in the mediation process.

Judge Schmidt noted that all parties must agree to the substance
and form of the rules provided for mediation.

Judge Schmidt acknowledged that representatives of Scotia
Pacific, the Indenture Trustee, and the Timber Noteholders are
negotiating an agreement whose purpose is to facilitate
participation in the mediation by individual holders of Timber
Notes, which agreement will include a mechanism to "cleanse" the
timber Noteholders of any trading restrictions imposed by SEC
Rule 10b-5 as the result of any material non-public information
disclosed at the mediation by Scopac or any other Plan proponent.

                      About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company -
- http://www.palco.com/-- and its subsidiaries operate in several   
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007.  Their exclusive period to file
a chapter 11plan expired on the same date.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 33, http://bankrupt.com/newsstand/or  
215/945-7000).   


PALMER ABS: Moody's Cuts Ratings on Two Note Classes to Low-B
-------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Palmer ABS CDO 2007-1 Ltd. on review for possible downgrade:

   -- $100,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: A1, 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 downgrade

      Current Rating: Baa2, on review for possible downgrade

   -- $55,000,000 Class B Floating Rate Deferrable Subordinate
      Secured Notes Due 2047

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ba1, on review for possible downgrade

   -- $40,000,000 Class C Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 2047

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ba3, on review for possible downgrade

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

   -- $22,500,000 Class D Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 2047

      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.


PEABODY ENERGY: Completes Spin-Off of Two Coal Assets & Operations
------------------------------------------------------------------
Peabody Energy Corporation has completed the spin-off of coal
assets and operations in West Virginia and Kentucky to BTU
shareholders.

The spin-off was accomplished on Oct. 31, 2007, through a special
dividend of all outstanding shares of Patriot Coal Corporation, at
a ratio of one share of Patriot Coal stock for every 10 shares of
Peabody held.  

Patriot trades on the New York Stock Exchange under the ticker
symbol PCX and has 26.6 million shares outstanding.

On Oct. 10, 2007, Peabody Energy's board of directors has approved
a spin-off of coal assets and operations in West Virginia and
Kentucky to BTU shareholders.  

"Completing this spin-off was a key element in transforming our
business portfolio," Gregory H. Boyce, Peabody chairman and chief
executive officer, said.  "Peabody and Patriot will both benefit
by a distinct business focus and growth opportunities to build
shareholder value.  Peabody remains focused on high-margin, high-
growth markets by expanding globally and building on our leading
U.S. position in the Powder River Basin, Colorado and the
Midwest."

                About Peabody Energy Corporation

Headquartered in St. Louis, Misouri, Peabody Energy Corporation
(NYSE:BTU) - http://www.peabodyenergy.com/-- is a coal company.   
The company owns majority interests in 40 coal operations located
throughout all the United States coal producing regions and in
Australia.  In addition, Peabody owns a minority interest in one
Venezuelan mine, through a joint venture arrangement.  Most of the
production in the western United States is low-sulfur coal from
the Powder River Basin. In the West, it owns and operates mines in
Arizona, Colorado, New Mexico and Wyoming.  In the East, it owns
and operates mines in Illinois, Indiana, Kentucky and West
Virginia.  The company owns six mines, including one late
development-stage mine in Queensland, Australia, and five mines,
including one late development-stage mine and one development-
stage mine in New South Wales, Australia.

                          *     *     *

Moody's Investor Services placed Peabody Energy Corporation's bank
loan debt, senior unsecured debt and probability of default
ratings at 'Ba1' in September 2006.  The ratings still hold to
date with a stable outlook.


PLAYLOGIC ENTERTAINMENT: Closes $12.3MM Equity Private Offering
---------------------------------------------------------------
Playlogic Entertainment Inc. has closed $12.3 million in equity
through a private placement at the end of the third quarter. This
concludes the completion of the $10 million private placement
disclosed on April 25, 2007.
    
As a result of the equity raised Playlogic achieved a positive
equity position as of Sept. 30, 2007.  Amongst others, the
proceeds of the private placement were used to reduce the
company's debt position, finance new games and enhance its working
capital position.

"This capital raise has resulted in a strong improvement of our
balance sheet ratios", Willem M. Smit, president and CEO of
Playlogic said.  "These newly attracted funds will allow Playlogic
to continue to execute on its business plans and
to meet its release schedule.  The successful completion of this
transaction positions the company to further accelerate its
growth."
    
The total amount of $ 12.3 million was placed with both existing
and new shareholders, all of whom are accredited investors.  After
this private placement at the end of the third quarter the company
has 38.5 million common shares outstanding.
    
                   About Playlogic Entertainment

Based in New York and Amsterdam, Playlogic Entertainment Inc. (OTC
BB: PLGC) is an independent publisher of entertainment
software for PCs, consoles, handhelds, mobile devices, and other
digital media.  Playlogic distributes its products worldwide
through all available channels, online and offline.  Playlogic has
approximately 75 employees.  Its internal game development studio
is based in Breda, Netherlands.  Playlogic's portfolio includes
games that are being developed by several teams at the Playlogic
Game Factory, Playlogic's in-house development studio based in
Breda, as well as games developed by a number of studios
throughout the world with approximately 300 people of external
development staff.

                           *    *    *

At June 30, 2007, the company's balance sheet showed total assets
of $9.6 million, total liabilities of $20.3 million, resulting in
a shareholders' deficit of $10.7 million.


POGO PRODUCING: Amends Tender Offer for Series of Senior Notes
--------------------------------------------------------------
Pogo Producing Company disclosed that effective as of Nov. 5,
2007, in connection with its offers to purchase all properly
tendered and accepted notes and the related solicitations of
consents to the proposed amendments to the indentures governing
such notes, Pogo has:
    
   * amended the tender offer relating to each series of notes  
     such that:

     -- the "expiration time" for such tender offer will occur
        at 5:00 p.m. (New York City time) on Nov. 20, 2007,
        unless further extended, and

     -- the "purchase price" and "total consideration" for such
        tender offer will equal the amounts with respect to
        such series; and
    
   * amended the consent solicitation relating to each series
     of notes such that:

     -- the "consent time" for such consent solicitation will
        occur simultaneously with the expiration time of the
        tender offer relating to such series; and

     -- the "consent payment" for such consent solicitation
        will equal the amount with respect to such series.
    
Pogo does not intend to further extend the expiration time of
any of the tender offers or the consent time for any of the
consent solicitations.  As of 5:00 p.m. (New York City time) on
Nov. 5, 2007, approximately $95.4 million aggregate principal
amount of notes had been validly tendered for purchase (and not
validly withdrawn).

These data show the principal amount of each series of notes
tendered (and not validly withdrawn) as of such date and time:

   a) Series of Notes: 7.875% Senior Subordinated Notes due
2013                          
      CUSIP No.: 730448 AV 9
      Total Outstanding Principal Amount: $450,000,000
      Purchase Price (1)(2): $1,010.00
      Consent Payment: $30
      Total Consideration: $1,040.00                   
      Outstanding Principal Amount Tendered (11-5-07): $8,177,000
      Percentage of Outstanding Principal Amount Tendered: 1.817%

   b) Series of Notes: 6.625% Senior Subordinated Notes due
2015                         
      CUSIP No.: 730448 AR 8  
      Total Outstanding Principal Amount: $300,000,000
      Purchase Price (1)(2): $1,010.00
      Consent Payment: $20
      Total Consideration: $1,030.00                 
      Outstanding Principal Amount Tendered (11-5-07): $43,810,000
      Percentage of Outstanding Principal Amount Tendered: 14.603%

   c) Series of Notes: 6.875% Senior Subordinated Notes due
2017                           
      CUSIP No.: 730448 AT 4  
      Total Outstanding Principal Amount: $500,000,000
      Purchase Price (1)(2): $1,010.00
      Consent Payment: $20
      Total Consideration:  $1,030.00                  
      Outstanding Principal Amount Tendered (11-5-07): $43,398,000
      Percentage of Outstanding Principal Amount Tendered: 8.680%

  (1) Does not include accrued and unpaid interest, which will
      be paid on the notes accepted for purchase.
    
  (2) Per $1,000 principal amount of notes that are accepted
      for purchase.
    
Pogo reserves the right to terminate, withdraw or amend, or waive
certain aspects of, the tender offers or consent solicitations at
any time, subject to applicable law.
    
The tender offers and consent solicitations were undertaken in
anticipation of Pogo's pending merger into a subsidiary of Plains
Exploration and Production Company.  Consummation of the tender
offers or the consent solicitations is not a condition to the
closing of the merger.  

In connection with the tender offers and consent solicitations,
Pogo has retained J.P. Morgan Securities Inc. to serve as dealer
manager and solicitation agent and MacKenzie Partners, Inc. to
serve as information agent.  

Questions regarding the tender offers and consent solicitations
may be directed to J.P. Morgan Securities Inc. at (212) 270-3994
(collect).  Requests for documents may be directed to MacKenzie
Partners, Inc. at (800) 322-2885.
    
The definitive joint proxy statement/prospectus and such other
documents may also be obtained for free by directing a request to:

     Plains Exploration & Production Company
     Attn: Joanna Pankey
     Suite 3100, 700 Milam  
     Houston, TX 77002
     Telephone (713) 579-6000

            or

     Pogo Producing Company
     Attn: Lynne Roberts
     Suite 2700, 5 Greenway Plaza
     Houston, TX 77046
     Telephone (713) 297-5000

               About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil       
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.
    
                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

                         *     *     *

Pogo Producing Company continues to carry Moody's Investor
Services' 'Ba3' probability of default rating, which was placed in
September 2006.


POLYMER GROUP: Plans to Sell 5.5 Million of Class A Common Stock
----------------------------------------------------------------
Polymer Group Inc. and selling stockholders consisting of
MatlinPatterson Global Opportunities Partners L.P. and certain of
its affiliates, propose to sell 5,455,000 shares of the company's
Class A Common Stock, consisting of 3,636,000 shares proposed to
be sold by the company and 1,819,000 shares to be sold by the
selling shareholders.
    
Polymer Group will not receive any proceeds from the sale of the
shares by the selling stockholders.  The company intends to use
the proceeds of the shares sold by the company to repay debt under
its existing senior secured credit facility.
    
Additionally, the company disclosed that upon the pricing of the
offering, it expects that its Class A Common Stock will be listed
on the New York Stock Exchange and will trade under the ticker
symbol "PGO."
    
The offering was made through an underwriting syndicate led by
J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. The
other co- managing underwriters are Deutsche Bank Securities Inc.,
Robert W. Baird & Co. Incorporated and KeyBanc Capital Markets
Inc.
    
A copy of the preliminary prospectus relating to this offering may
be obtained from:

     J.P. Morgan Securities Inc.
     No. 4 Chase Metrotech Center, CS Level
     Brooklyn, NY 11245
     Tel (718) 242-8002

             or

     Citigroup Global Markets Inc.
     8th Floor, Brooklyn Army Terminal
     140 58th Street
     Brooklyn, NY 11220
     Tel (718) 765- 6732
    
                    About Polymer Group Inc.
  
Headquartered in Charlotte, North Carolina, Polymer Group Inc.
(OTC:POLGA) -- http://www.polymergroupinc.com/-- is a global  
manufacturer and marketer of nonwoven and oriented polyolefin
products.  The company supplies engineered materials to a number
of consumer and industrial product manufacturers in the world.  
The company's product offerings are sold to converters that
manufacture a range of end-use products.  It is also a producer of
spunmelt and spunlace products, and employs a range of nonwovens
technologies that allow it to supply products tailored to
customers' needs.  The company develops, manufactures and sells an
array of products.

                         *     *     *

Moody's Investor Services placed Polymer Group Inc.'s long term
corporate family and bank loan debt ratings at 'B1' in November
2005.  The ratings still hold to date with a negative outlook.


QUAKER FABRIC: Court Okays J.H. Albert as Insurance Consultants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River to  
employ J.H. Albert International Insurance Advisors Inc. as their
insurance consultants.

J.H. Albert is expected to provide an assessment of the Debtors'
open claim reserves related to the Debtors' self-insured workers'
compensation insurance program, and to develop and implement a
strategy to close that program.  The Debtors believe that the
firm's efforts will result in a superior disposition of its
compensation program.

Judith A. Kokinda, the vice-president of J.H. Albert, said that
the firm will be paid a retainer of $15,000 and will be paid a
management counseling fee in accordance with its hourly rates,
which range from $135 to $325 per hour.  In addition, J.H. Albert
will arrange for the completion of an actuarial report of the
Debtors' workers compensation exposure for a flat fee of $10,000.  
The Debtors will be entitled to credit the retainer toward the
management consulting fee and actuarial report fee.  The total
estimated fee for J.H. Albert is $30,600, as indicated in the
parties' services agreement.

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

                       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' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


ROCKFORD PRODUCTS: Can Use Lenders' Cash Collateral Until Nov. 16
-----------------------------------------------------------------
Rockford Products Corporation and Rockford Products Global
Services Inc. obtained permission from the U.S. Bankruptcy Court
for the Northern District of Illinois to access the cash
collateral securing repayment of their obligations to Bridge
Opportunity Finance LLC and Bridge Healthcare Finance LLC through
Nov. 16, 2007.

The Court ruled, among others, that the overadvance for the period
Nov. 1, 2007, through Nov. 16, 2007, will be $3 million.

The Court directed the Debtor to execute an asset purchase
agreement no later than Nov. 13, 2007, and to consummate a sale no
later than Nov. 15, 2007.  The Court also directed the Debtors to
pay in full its aggregate debt owed to Bridge lenders from the
proceeds of the asset sale no later than Nov. 16, 2007.

Further, the Court ruled that the carveout for Silverman
Consulting, the financial advisor of the Debtors, will be $75,000,
less the difference of $475,000 and the actual incurred fees as of
Nov. 16, 2007.

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Rockford Products operates under a loan and security agreement
with the Bridge lenders, dated April 4, 2007, pursuant to which
Rockford Products granted the lenders security interests in
substantially all its assets.  The assets consist primarily of
accounts receivable, inventory and equipment.  Rockford Global has
guaranteed the loan.

                     About Rockford Products

Rockford Products Corporation, -- http://www.rockfordproducts.com/  
and http://www.rockfordinternational.com/-- originally formed in   
1929, manufactures, sources and distributes high quality, cold
formed steel components, fasteners and other related products to
Tier 1 and 2 suppliers to automobile manufacturers, the automotive
aftermarket and non-automotive customers.  Most of Rockford
Products' manufacturing and distribution operations are located in
Rockford, Illinois, where Rockford Products leases three
facilities with a combined area of 988,000 square feet.  Rockford
Products currently has 516 employees.  Annual revenues for
Rockford Products amounted to around $100 million in fiscal 2006.

The Debtor and its debtor-affiliate, Rockford Products Global
Services Inc., filed Chapter 11 bankruptcy protection on July 25,
2007 (Bankr. N.D. Ill. Case No. 07-71768 and 07-71769).  Thomas J.
Augspurger, Esq. at LeBoeuf, Lamb, Greene & MacRae LLP represents
the Debtors in their restructuring efforts.  BMC Group act as the
Debtors' claims, noticing, and balloting agent.  Lawyers at
Greenberg Traurig LLP serve as counsel to the Official Committee
of Unsecured Creditors.  The Debtors schedules disclose total
assets of $49,002,753 and total liabilities of $40,438,278.


ROYCE BERNARD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Royce Bernard Food Group, Inc.
        1400 Torrence Avenue
        Suite 203
        Calumet City, IL 60409

Bankruptcy Case No.: 07-20656

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: November 5, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  Maxwell & Potts, LLC
                  105 West Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
General Electric                 Bank Loan           $1,027,000
Franchise Finance
10900 Northeast 4th Street
Bellevue, WA 98004

Wendy's International Inc.       Trade Debt            $535,000
1 Dave Thomas Boulevard
P.O. Box 256
Dublin, OH 43017

Illinois Department of Revenue   Trade Debt             $99,000
P.O. Box 19044
Springfield, IL 62794-9044

A.W. Green Management            Trade Debt             $66,000

Chicago Advertising Co-Op        Trade Debt             $60,000

Manna, Inc.                                             $42,000

Maines Distributors              Trade Debt             $25,000

Charter One Bank                 Bank Loan              $15,000

ComEd                            Trade Debt             $12,000

City of Chicago                  Trade Debt             $11,000

Schmidt & Salzman                Trade Debt              $9,726

J&K Maintenance                                          $4,500

Collins Plumbing                 Trade Debt              $3,500

Allied Waste Services            Trade Debt              $2,500

Peoples Energy                   Trade Debt              $2,400

Pace America                     Trade Debt              $1,800

AT&T                             Trade Debt              $1,500

Wasserstrom, Inc.                Trade Debt              $1,500

Filter Services Illinois         Trade Debt              $1,500

Muzak Systems                    Trade Debt              $1,200


SAINT AGNES: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Saint Agnes Missionary Baptist Church
        aka St. Agnes Missionary Baptist Church
        3730 South Acres Drive
        Houston, TX 77045

Bankruptcy Case No.: 07-37648

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: November 5, 2007

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: James B. Jameson, Esq.
                  James B. Jameson & Associates
                  3355 West Alabama, Suite 1160
                  Houston, TX 77098
                  Tel: (713) 807-1705
                  Fax: (713) 807-1710

Total Assets: $19,634,923

Total Debts:  $13,283,775

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Unity National Bank              Judgment              $122,000
c/o Craig R. Denum, Esq.
Storey & Denum, P.C.
11757 Katy Freeway, Suite 1010
Houston, TX 77079

Reliant Energy Retail Services   Litigation             $60,905
c/o Marchris Glen Robinson
Lam, Lyn, Robinson and
Philip, P.C.
3555 Timmons Lane, Suite 790
Houston, TX 77027

Day Star Television              Business Debt          $48,897
c/o Brown, Parker & Associates
P.O. Box 4930
Dallas, TX 75208

Dell Financial Services          Lease                  $14,227

Gonsalo Rivera                   Business Debt           $2,548

United Healthcare Insurance      Business Debt           $2,489

Pitney Bowes Purchase Power      Business Debt           $2,303

IKON Financial Services          Lease                   $1,289

Shelby Systems                   Business Debt           $1,060

Reliant/HL & P                   Business Debt             $543

Xcess Security Service           Business Debt             $513


SEMCO ENERGY: Cap Rock Deal Cues Moody's To Take Rating Actions
---------------------------------------------------------------
Moody's Investors Service affirmed and withdrew the debt ratings
of SEMCO Energy Inc. (Ba2 Corporate Family Rating) reflecting the
Regulatory Commission of Alaska's approval on benign terms of the
company's stock buy-out by Cap Rock Holding Corporation (Holdings,
a private utility holding company owned by private equity firm
Lindsay Goldberg & Bessemer) and the imminent consummation of the
company's $350 million debt tender of most of its existing debt.

The buy-out and recapitalization of SEMCO would entail Holdings
purchasing SEMCO's common stock for roughly $300 million plus
injecting about a $100 million of equity into SEMCO.  This equity
will be used to take out a like amount of outstanding convertible
preferred stock (a debt-like security) and a term loan.

These transactions will significantly de-leverage the capital
structure at the SEMCO level from 71% (total debt plus preferred
stock divided by debt, preferred and common stock) as of Dec. 31,
2006 to roughly 50% pro forma for Dec. 31, 2007 (including $55
million of seasonal debt, based on estimates in the company's
regulatory filings).  This recapitalization will accelerate the
ongoing organic improvement in SEMCO's credit quality and put the
company on a sound financial position at the outset.

To help finance these transactions, Holdings will enter into a
$145 million term loan, which would in the future need to be
serviced by its operating subsidiaries SEMCO and Cap Rock Energy,
a small Texas electric utility.  It is unknown what the management
strategy and financial policy will be under Lindsay Goldberg's
ownership and what their implications would be for SEMCO's credit
quality longer term.

Substantially all of the $350 million of notes affected by the
tender offer have already been tendered.  SEMCO will finance the
tender with its new $470 million committed credit facility,
comprising a $340 million term loan and a $130 million revolver.  
This facility will be secured by all of SEMCO's tangible and
intangible assets and guaranteed by its subsidiaries.  Three
senior unsecured notes totaling
$45 million being rolled over will be secured pari passu with the
same collateral package as SEMCO's new credit facility.

As a private company, SEMCO will no longer file with the
Securities and Exchange Commission.  Moody's has withdrawn SEMCO's
ratings for business reasons.

Outlook Actions:

Issuer: SEMCO Energy, Inc.

   -- Outlook, Changed To Rating Withdrawn From Developing

Withdrawals:

Issuer: SEMCO Energy, Inc.

   -- Probability of Default Rating, Withdrawn, previously
      rated Ba3

   -- Corporate Family Rating, Withdrawn, previously rated Ba2

   -- Senior Unsecured Medium-Term Note Program, Withdrawn,
      previously rated Ba2

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
      previously rated 36 - LGD3

Based in Port Huron, Michigan, SEMCO Energy Inc. is a natural gas
utility company.


SENTINEL MANAGEMENT: Panel Hires Trumbull as Communications Agent
-----------------------------------------------------------------
The Honorable John H. Squires of the United States Bankruptcy
Court for the Northern District of Illinois gave the Official
Committee of Unsecured Creditors in Sentinel Management Group
Inc.'s bankruptcy case authority to retain Trumbull Group LLC dba
Wells Fargo Trumbull as its communications agent.

Trumbull Group is expected to:

   a. establish and maintain an internet-accessed website that
      provides, without limitation:

         i. general information concerning Chapter 11 case of
            the Debtor, including case dockets and general
            information concering significant parties in this
            case;

        ii. monthly Committee written reports summarizing recent
            proceedings, events and public financial information;

       iii. highlights of significamnt events in the case;

        iv. a calendar with upcoming significant events in the
            case;

         v. access to claims docket as and when established by the
            Trustee or a claim's agent retained in the case, if
            any;

        vi. a general overview of the Chapter 11 process;

       vii. press release, if any, issued by each of the Committee
            and the Trustee;

      viii. a non-public forum to submit creditor questions,
            comments and request for access to information;

        ix. response to creditor questions, comments and requests
            for access to information; provided, that the
            Committee may privately provide repsonse in the  
            exercise of its reasonable discretion, including in
            the lights of the nature of the information request
            and the creditor's agreements to appropriate
            confidentiality and trading constraints;

         x. answers to fequently asked questions; and

        xi. links to other relevant websites.

   b. distribute case updates vial electronic mail for creditors
      that have registered for this service on the Committee
      website;

   c. establish and maintain a telephone number and electronic
      mail address for creditors to submit questions and comments;

   d. send a written notice to all creditors advising of the web
      address.

The firm charges a monthly fee of $150 for web hosting services
and bills between $55 and $155 per hour for website maintenance.

Ronda K. Collum, vice president of the firm, assures the Court
that the firm is a disinterested person as defined in Section
101(14) of the Bankruptcy Code.

Ms. Collum can be reached at:

   Ronda K. Collum
   Vice President
   Trumbull Group LLC dba Wells Fargo Trumbull
   The Trumbull Group
   4 Griffin Road North
   Windsor, CT 06095
   Tel: (860) 687-5401
   Fax: (860) 683-8697
   http://www.trumbullgroup.com/

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee of
Unsecured Creditors.  DLA Piper US LLP acts as the Committee's co-
counsel.  When the Debtor sought bankruptcy protection, it listed
assets and debts of more than $100 million.  The Debtor's
exclusive period to file a plan expires on Dec. 17, 2007.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SINGA FUNDING: Moody's Cuts Ratings on Three Note Classes to Low-B
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Singa
Funding Ltd. on review for possible downgrade:

   -- $40,000,000 Class A2 Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $48,000,000 Class A3 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 A4 Floating Rate Notes Due 2046

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

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

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $9,000,000 Class C Deferrable Floating Rate Notes Due
      2046

      Prior Rating: Baa3

      Current Rating: Ba3, on review for possible downgrade

   -- $2,000,000 Class D Deferrable Fixed Rate Notes Due 2046

      Prior Rating: Ba2

      Current Rating: B1, on review for possible downgrade

   -- $5,000,000 Class Q Notes Due 2046

      Prior Rating: A3

      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.


SOLSTICE ABS: Negative Credit Migration Cues S&P to Lower Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and C notes issued by Solstice ABS CBO II Ltd., a CDO of
ABS and other structured securities managed by Rabobank
International, and removed them from CreditWatch with negative
implications.  At the same time, S&P affirmed its 'AAA' ratings on
the class A-1 and A-2 notes.  S&P previously lowered the ratings
on the class B and C notes in May 2005 and in December 2006.
     
The downgrades reflect factors that have negatively affected the
credit enhancement available to support the notes since the deal
was last downgraded, primarily the negative credit migration in
the underlying collateral pool.  The weighted average rating of
the underlying collateral pool is currently 'BB+', down from 'BBB-
' at the time of the last rating action in December 2006.
     
The deal has also been failing its class B overcollateralization
test, which has caused the class C notes to defer interest since
the May 2005 payment period.  Due to paydowns to the A-1 and A-2
notes, the class B overcollateralization ratio has increased to
103.55% from 102.55% at the time of the December 2006 downgrade;
however, the class is still failing its minimum trigger of 105.5%.
     
Standard & Poor's will continue to monitor the transaction for any
credit deterioration in the underlying collateral pool and any
losses due to the sale or write-down of the collateral securities
that might adversely affect the credit support for the rated
notes.
   

     Ratings Lowered and Removed from Creditwatch Negative
   
                    Solstice ABS CBO II Ltd.

                   Rating
                   ------
       Class     To       From           Current balance
       -----     --       ----           ---------------
       B         BB       A+/Watch Neg        66.50%
       C         CCC-     B/Watch Neg         23.85%
   
                        Ratings affirmed
   
                      Solstice ABS CBO II Ltd.
               Class     Rating   Current balance
               -----     ------    -------------
               A-1       AAA          123.39%
               A-2       AAA           49.98%


SOLUTIA INC: Wants $713 Million Environmental Claims Reclassified
-----------------------------------------------------------------
Solutia Inc. and certain of its affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to reclassify certain
environmental proofs of claim, conditioned upon the occurrence of
the effective date of the Debtors' Fifth Amended Joint Plan of
Reorganization, dated October 19, 2007.

Under the Plan, the Environmental Claims will be treated
differently from general unsecured claims.  According to Jonathan
S. Henes, Esq., at Kirkland & Ellis LLP, in New York, the
Environmental Claims will be dealt with according to these terms:

  (i) Solutia will remain responsible for certain Environmental
      Liabilities, as defined in the Plan, with respect to the
      sites where the company was an owner or operator on or
      after the "spinoff."

(ii) Monsanto Company, as Pharmacia Corporation's attorney-in-      
      fact, will be responsible for Environmental Liabilities
      with respect to sites for which those debts were
      transferred to Solutia pursuant to the Spinoff, but where
      Solutia was never an owner or operator.

(iii) Solutia and Monsanto will share responsibility for
      Environmental Liabilities with respect to the off-site
      areas in Anniston, Alabama and Krummrich, Illinois, in
      accordance with the allocation set forth in a settlement
      agreement between Solutia and Monsanto.

The Plan provides that claims of governmental agencies relating
to environmental liabilities with respect to the Shared Sites and
the Retained Sites "shall be reinstated and unaffected by the
chapter 11 cases and will be liquidated or adjudicated pursuant
to applicable law and in the ordinary course of business."

Mr. Henes asserts that the future treatment of Environmental
Liabilities, including the Environmental Claims, is an important
component of the Plan and the Global Settlement among Solutia,
Monsanto, Pharmacia, the Official Committee of Unsecured
Creditors, the Official Committee of Equity Security Holders, and
other parties reallocating certain liabilities that Solutia
assumed when it was created.

Since the Petition Date, approximately 389 Environmental Claims
were filed against the Debtors in the aggregate amount of
$713,296,201, excluding unliquidated portions of the Claims, Mr.
Henes says.

                          NRD Claims

The Debtors ask Judge Beatty to reclassify five environmental
claims which will not be treated as general unsecured claims to
the extent they satisfy the Plan's definition of "NRD Claims."

The NRD Claims are:

                                               Asserted
Claimant                  Claim No.   Claim Amount  Claim Class
--------                  ---------   ------------  -----------
California Dept. of Fish     5816             $290  Unsecured
Kansas Dept. of Health &    13551        4,084,000  Unsecured
Environment
United States               11276     Unliquidated  Undetermined
State of Alabama            11277     Unliquidated  Priority
State of Illinois           11275       31,965,157  Unclassified

                       Legacy Site Claims

Solutia has identified around 100 Environmental Claims which,
they believe, relate to Environmental Liabilities with respect to
Legacy Sites.

Pursuant to the Plan, Solutia will receive a discharge from
Legacy Site Claims.  Also, under the Solutia-Monsanto Agreement,
Monsanto will hold Solutia harmless with regard to those Claims.
Accordingly, to the extent they satisfy the Plan's definition of
Legacy Site Claims, the Legacy Claims will not be treated as
general unsecured claims and holders of the Legacy Claims will
not receive a distribution from the Debtors' estates on account
of such claims.

As a result, the Debtors ask Judge Beatty to reclassify the
Legacy Claims as Legacy Site Claims, effective upon the Plan
Effective Date.

A complete list of the Legacy Site Claims is available for free
at http://ResearchArchives.com/t/s?24ce

                     Retained Site Claims

Solutia believes that 13 Environmental Claims relate to
Environmental Liabilities with respect to Retained Sites.

Pursuant to the Plan, to the extent they met the Plan's
definition of Environmental Sites, the Retained Site Claims will
be reinstated and unaffected by the chapter 11 cases.

Accordingly, the Retained Site Claims will not be treated as
general unsecured claims, and holders of Retained Site Claims
will not receive a distribution from the Debtors' estates on
account of those claims.  Instead, the Retained Site Claims will
be satisfied by the reorganized Debtors in the ordinary course of
business, Mr. Henes asserts.

Thus, the Debtors seek reclassification the Retained Site Claims
as Environmental Liabilities with respect to Retained Sites,
effective upon the Effective Date.

A complete list of the Retained Site Claims is available for free
at http://ResearchArchives.com/t/s?24cf

                       Shared Site Claims

The Debtors ask Judge Beatty to reclassify about 30 Environmental
Claims Claims as Environmental Liabilities with respect to Shared
Sites.

Pursuant to the Plan, the Shared Site Claims will be reinstated
and unaffected by the Chapter 11 cases.  Holders of the Shared
Site claims will not receive distribution from the Debtors'
estates on account of those claims, but instead will be satisfied
in full by either Pharmacia, Monsanto or the reorganized debtors
in the ordinary course of business.

A complete list of the Shared Site Claims is available for free
at http://ResearchArchives.com/t/s?24d0

      Reclassification Will Benefit Environmental Claimants

The Debtors state that they are not seeking any determinations on
the merits of the Environmental Claims.  According to them, the
reclassification of the Environmental Claims will not adversely
impact the rights of the holders of the Environmental Claims, but
will benefit the claimants from appropriate classification in
"pass-through classes" under the Plan, as compared to the
impaired treatment provided for holders of general unsecured
claims under the Plan.

Accordingly, to clarify the rights, including voting rights, of
parties under the Plan, and to enable the Debtors to maintain an
accurate claims register and ensure that the holders of
Environmental Claims are treated in accordance with the terms of
the Plan, the Environmental Claims need to be reclassified,
contingent upon the occurrence of the Effective Date, Mr. Henes
maintains.

The Debtors reserve the right to:

  -- object in the future to any of the Environmental Claims or
     portions (a) that are not reclassified pursuant to the
     Objection or (b) that are determined not to be an NRD
     Claim, a Legacy Site Claim, an Environmental Liability with
     respect to Retained Sites or Environmental Liability with
     respect to Shared Sites as those terms are defined in the
     Plan, based on the merits of the Surviving Claims and any
     procedural or substantive grounds; and

  -- seek to disallow, reduce or reclassify the Surviving
     Claims.

Except as provided for in the Plan, the Debtors reserve any and
all of their rights and defenses with respect to the
Environmental Claims under applicable law.

In addition, notwithstanding the reclassification of any Claim as
an NRD Claim, Legacy Site Claim, Environmental Liability with
respect to Retained Sites or Environmental Liability with respect
to Shared Sites, as between Monsanto and Solutia, the allocation
of liability for any individual claim will be governed by the
applicable provisions of the Agreement, provided that nothing in
will impair or adversely affect any claim, cause of action, or
right of a governmental agency related to Environmental
Liabilities with respect to the Retained Sites or the Shared
Sites.

                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -
- http://www.solutia.com/-- and its subsidiaries, engage in the   
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors
filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  A hearing to
consider confirmation of the Debtors' Reorganization Plan is
scheduled for Nov. 29, 2007.

(Solutia Bankruptcy News, Issue No. 105; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


SOUTH COAST: Moody's Cuts Rating on $5 Mil. Class E Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by South Coast
Funding VIII Ltd on review for possible downgrade:

   -- $44,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2043

      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:

   -- $12,000,000 Class C Fourth Priority Deferrable Mezzanine
      Secured Floating Rate Notes Due 2043

      Prior Rating: A2

      Current Rating: A3, on review for possible downgrade

   -- $23,750,000 Class D Fifth Priority Deferrable Mezzanine
      Secured Floating Rate Notes Due 2043

      Prior Rating: Baa2

      Current Rating: Baa3, on review for possible downgrade

   -- $5,000,000 Class E Sixth Priority Deferrable Mezzanine
      Secured Floating Rate Notes Due 2043

      Prior Rating: Ba1

      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.


SOUTH COAST: Moody's Junks Ratings on Three Note Classes
--------------------------------------------------------
Moody's Investors Service placed these notes issued by South Coast
Funding IX Ltd on review for possible downgrade:

   -- $250,000,000 Class A-1B First Priority 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:

   -- $47,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: A2, on review for possible downgrade

   -- $37,500,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: Baa2, on review for possible downgrade

   -- $34,500,000 Class C Fourth Priority Mezzanine Secured
      Floating Rate Deferrable Notes Due 2047

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ba2, on review for possible downgrade

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

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Caa1, on review for possible downgrade

   -- $11,500,000 Class E Sixth Priority Mezzanine Secured
      Floating Rate Deferrable Notes Due 2047

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

   -- $7,500,000 Class F Seventh Priority Mezzanine Secured
      Floating Rate Deferrable Notes Due 2047

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

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


SUN MICROSYSTEMS: Earns $89 Million in 1st Quarter Ended Sept. 30
-----------------------------------------------------------------
Sun Microsystems Inc. reported Monday results for its fiscal first
quarter, which ended Sept. 30, 2007.

Net income for the first quarter of fiscal 2008 on a GAAP basis
was $89 million, as compared with a net loss of $56 million for
the first quarter of fiscal 2007.  GAAP net income for the first
quarter of fiscal 2008 includes a $113 million restructuring
charge.

Revenues for the first quarter of fiscal 2008 were $3.219 billion,
an increase of approximately 1% as compared with $3.189 billion
for the first quarter of fiscal 2007.  Total gross margin as a
percent of revenues was 48.5%, an increase of 5.0 percentage
points, as compared with the first quarter of fiscal 2007.

Cash generated from operations for the first quarter of fiscal
2008 was $574 million, and cash and marketable debt securities
balance at the end of the quarter was $5.193 billion.

"We showed continued execution and operating discipline and
delivered a very solid first quarter with continued revenue
growth, profitability and gross margin expansion," said Jonathan
Schwartz, chief executive officer of Sun Microsystems.  "We saw
particular strength in our high-end systems lineup, good growth in
our subscription-based identity management software offerings, and
even more adoption and momentum behind the award-winning open
source SolarisTM 10 Operating System and our virtualization
offerings.  Growth remains our top priority for fiscal 2008 as we
look to capitalize on our UltraSPARC(R) T2 servers, delivering
outstanding Solaris and Linux performance with extreme energy
efficiency."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$14.358 billion in total assets, $8.165 billion in total
liabilities, and $6.193 in total shareholders' equity.

                   About Sun Microsystems Inc.

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: SUNW) -- http://www.sun.com/-- provides network       
computing infrastructure solutions that include computer systems,
data management, support services and client solutions and
educational services.  It sells networking solutions, including
products and services, in most major markets worldwide through a
combination of direct and indirect channels.

Sun Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.  

                         *     *     *

Sun Microsystems Inc. carries Moody's "Ba1" probability of
default and long-term corporate family ratings with a stable
outlook.  The ratings were placed on Sept. 22, 2006, and
Sept. 22, 2005, respectively.

Sun Microsystems also carries Standard & Poor's "BB+" long-term
foreign and local issuer credit ratings, which were placed on
March 5, 2004, with a stable outlook.


TABS 2006-5: Moody's Junks Ratings on Five Note Classes
-------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by TABS 2006-5 on review for possible downgrade:

   -- $950,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $175,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3, on review for possible downgrade

   -- $140,000,000 Class A2L Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa2

      Current Rating: Ba2, on review for possible downgrade

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

   -- $60,000,000 Class A3L Secured Deferrable Interest
      Floating Rate Notes Due 2046

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ca

   -- $30,000,000 Class B1L Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Baa1, on review for possible downgrade

      Current Rating: Ca

   -- $40,000,000 Class B2L Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $22,500,000 Class B3L Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Ca

   -- $22,500,000 Class CL Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Ba2, 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.


TABS 2006-6: Moody's Junks Ratings on Six Note Classes
------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by TABS 2006-6 on review for possible downgrade:

   -- $950,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $175,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Baa3, on review for possible downgrade

   -- $140,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

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

   -- $60,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2047

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ca

   -- $30,000,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa1, on review for possible downgrade

      Current Rating: Ca

   -- $40,000,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $22,500,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Ca

   -- $22,500,000 Class C Mezzanine Secured Deferrable Interest
      Floating Rate Notes due 2047

      Prior Rating: Ba2, 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.


TECHNO COMPEX: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Techno Compex USA LLC
        P.O. Box 2133
        Chapel Hill, NC 27515

Bankruptcy Case No.: 07-02510

Chapter 11 Petition Date: November 5, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: Douglas Q. Wickham, Esq.
                  Hatch, Little & Bunn, LLP
                  P.O. Box 527
                  Raleigh, NC 27602
                  Tel: (919) 856-3940
                  Fax: (919) 856-3950

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Two Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Durham County                                 $4,553
Office of the Tax Administrator
P.O. Box 3397
Durham, NC 27702

EI, Inc.                                      $4,000
2101 Gateway Centre Boulevard
Morrisville, NC 27560


THERION BIOLOGICS: Foreclosure Sale of IP Slated for November 20
----------------------------------------------------------------
Kranich Vermogens-und Beteiligungsverwaltungs GmbH, a secured
creditor, will conduct a public foreclosure sale of substantially
all of Therion Biologics Corporation's intellectual properties.

Bids for the Therion IP Assets are due on Nov. 20, 2007.

For further information about the sale, contact:

         Gerbsman Partners
         211 Laurel Grove Avenue
         Kentfield, CA 94904
         Tel: (415) 456-0628
         Attention: Steven R. Gerbsman or
                    Robert Tillman
         Tel: (415) 332-9242

Jonathan M. Landers, Esq. at Gibson, Dunn & Crutcher LLP is
counsel to Kranich.

                     About Therion Biologics

Cambridge, Massachusetts-based Therion Biologics Corporation is a
biotechnology company that develops poxyvirus-based therapeutic
vaccines for cancer patients.  Therion had two lead product
candidates: PROSTV AC-VF, which completed phase 2b clinical trial
for prostate cancer and P ANVAC-VF, which recently completed
unsuccessful phase 3 clinical trial for pancreatic cancer.  The
Therion IP includes certain cancer vaccine core technology and
AIDS vaccine technology.

Therion filed for bankruptcy protection under chapter 7 of the
Bankruptcy Code on Nov. 21, 2006, in U.S. Bankruptcy Court in
Delaware due to the failure of two its cancer drugs.  According to
reports, the Debtor owe creditors about $24 million and held
assets valued at $215,880, excluding intellectual property.


TRICADIA CDO: Moody's Reviews "Ba1" Rating on Class B-2L Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Tricadia
CDO 2006-6, Ltd. on review for possible downgrade:

   -- $16,000,000 Class B-2L Floating Rate Notes Due November
      2041

      Prior Rating: Ba1

      Current Rating: Ba1, 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.
   

URS CORP: Amends Pact with WGI to Raise Merger Consideration
------------------------------------------------------------
URS Corporation and Washington Group International Inc.'s  
definitive merger agreement for the acquisition of Washington
Group by URS has been amended to increase the consideration to be
received by Washington Group stockholders and to provide them with
the ability to elect to receive cash, stock or cash and stock for
their shares (subject to proration).

Based on the closing price of URS' common stock on Nov. 2, 2007,
the consideration is now valued at approximately $3.2 billion, or
$97.89 per Washington Group share, which represents a premium of
approximately 8.5% over the initial merger consideration value of
$90.20 as of such date.  Based on the volume weighted average
price of URS' common stock during the five trading days ending on
Nov. 2, 2007, the consideration is now valued at approximately
$3.2 billion, or approximately $99.00 per Washington Group share,
compared with a value of approximately $3.0 billion, or $91.14 per
Washington Group share (using the five trading day weighted
average), under the terms of the original merger agreement.

Under the terms of the revised merger agreement, which has been
unanimously approved by the boards of directors of both companies,
Washington Group stockholders can elect to receive all cash, all
stock, or a combination of cash and stock (subject to proration)
with a consideration value of 0.900 shares of URS common stock
plus $43.80 in cash for each Washington Group share.  The
proration will be determined based on the volume-weighted average
price of URS' common stock during the five trading days ending on
the day before the required Washington Group stockholder approval
is received.  This five trading day period is currently scheduled
to end on Nov. 14, 2007.  The election procedures are subject to
proration to preserve an aggregate per share mix of 0.900 shares
of URS common stock plus $43.80 in cash for all outstanding
Washington Group shares and options (after giving effect to the
options' exercise prices).  Based on the outstanding shares and
options of Washington Group as of
Sept. 30, 2007, in the aggregate, Washington Group shares and
options will be converted into approximately $1.4 billion in cash
and approximately 29 million shares of URS common stock.  All
terms of the original merger agreement not related to the revised
merger consideration remain substantially unchanged.

Upon completion of the transaction, Washington Group stockholders
would own approximately 35% of the combined company, compared
with approximately 32% under the terms of the original merger
agreement.  Stockholders of record of URS common stock and
Washington Group common stock at the close of business on
Sept. 21, 2007 will be entitled to vote at the special meetings.

           Dennis Washington Exercises Stock Options

Washington Group also disclosed that Dennis Washington, Chairman
of the Washington Group board of directors, has executed a binding
agreement to exercise all of his beneficially owned stock options
for 3.224 million shares of Washington Group stock (or
approximately 10% of outstanding Washington Group stock) and vote
his shares in favor of the revised merger agreement if necessary
to achieve the required Washington Group stockholder approval.  If
it is necessary for Mr. Washington to exercise his options and
vote his shares, a new record date and meeting date for the
Washington Group special meeting will be set.  Mr. Washington has
indicated that he intends to make the necessary Hart-Scott-Rodino
Act filing today in order to be able to exercise his options, and
has also indicated that if the merger is completed he would elect
to receive cash for all of his Washington Group shares (subject to
proration).

"The enhancement to the terms of our agreement reflects URS'
commitment to the combination with Washington Group and our
conviction that the transaction will create significant benefits
for the stockholders, customers and employees of both companies,"
Martin M. Koffel, Chairman and Chief Executive Officer of URS,
said.  "We believe that the recent strong performance of both
companies and continued positive outlook for our businesses
warrant the increase in our offer.  However, URS is a disciplined
buyer and these terms represent our best and final offer for
Washington Group."

"We are very pleased to present this increased consideration to
our stockholders for their vote at our special meeting next week,"
Washington Group President and Chief Executive Officer Stephen G.
Hanks, said.  "The increased financial terms of our agreement with
URS provide even greater value to Washington Group stockholders,
as well as a higher level of continued ownership in the combined
entity and greater flexibility to choose between cash and stock in
exchange for their shares.  The combination of Washington Group
and URS represents a unique opportunity to create a single-source
provider that can offer a full life cycle of planning,
engineering, construction, environmental management, and
operations and maintenance services.  Our board of directors
unanimously recommends that Washington Group stockholders vote in
favor of the merger agreement."

URS expects the transaction to be slightly dilutive to GAAP
earnings per share in 2008, accretive to GAAP EPS in 2009 and
beyond, and accretive to its cash EPS in 2008 and beyond, not
including revenue synergies expected through the combination.

Consummation of the transaction is subject to the approval of the
revised definitive merger agreement by Washington Group
stockholders holding a majority of the outstanding shares and the
approval of the issuance by URS of shares of common stock in the
transaction by URS stockholders holding a majority of the shares
voting.

                  Stockholders' Special Meeting

URS and Washington Group have rescheduled the companies' special
meetings of stockholders for Nov. 15, 2007 to provide investors
with additional time to evaluate the revised offer.  Supplemental
proxy materials will be distributed to URS and Washington Group
stockholders prior to the new meeting date.

The special meeting of URS stockholders will be held at 9:00 a.m.,
local time, at the offices of Cooley Godward Kronish LLP, located
at 1114 Avenue of the Americas, New York, New York.  The special
meeting of Washington Group stockholders will be held at 7:00
a.m., local time, at Washington Group's offices located at 720
Park Boulevard, Boise, Idaho.

                  URS Outlook for Fiscal 2007

URS has revised its outlook for fiscal 2007 based on revenue
growth for the nine months of 2007 and the company's continued
positive outlook for its markets.  URS now expects that 2007
revenues will be approximately $4.85 billion compared to its prior
estimate of $4.8 billion.  Assuming this revenue expectation is
met, URS now expects that 2007 net income will be approximately
$134 million compared to its prior estimate of $132 million.

URS noted that the guidance provided above does not include the
impact of the proposed acquisition of Washington Group.  

                     About Washington Group

Headquartered in Boise, Idaho, Washington Group International Inc.
-- http://www.wgint.com/-- provides the talent, innovation, and  
proven performance to deliver integrated engineering,
construction, and management solutions for businesses and
governments worldwide.  The company has approximately 25,000
people at work around the world providing solutions in power,
environmental management, defense, oil and gas processing, mining,
industrial facilities, transportation and water resources.

                         About URS Corp.

Headquartered in San Francisco, California, URS Corporation
(NYSE:URS)-- http://www.urscorp.com/-- is an engineering design  
services firm and a United States federal government contractor
for systems engineering and technical assistance and operations
and maintenance services.  The company's business focuses
primarily on providing fee-based professional and technical
services in the engineering and construction services and defense
markets, although the company performs some limited construction
work.  It operates through two divisions: the URS Division and the
EG&G Division.

                          *     *     *
    
As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating and '2' recovery rating to URS Corp.'s proposed
$2.1 billion senior secured credit facilities, indicating
expectations of substantial recovery in the event of a payment
default.  The facilities are rated the same as the corporate
credit rating on the company.  

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Moody's Investors Service assigned a provisional rating of (P)Ba1
to the proposed $2.1 million senior secured credit facility of URS
Corporation, which will be used to finance its pending acquisition
of Washington Group International Inc.


VERTICAL VIRGO: Moody's Cuts Ratings on Five Note Classes to Low-B
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Vertical
Virgo 2006-1 Ltd. on review for possible downgrade:

   -- $1,266,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $255,000,000 Class A1J 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:

   -- $177,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $80,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2046

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $17,500,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Baa1

      Current Rating: Ba2, on review for possible downgrade

   -- $74,500,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

   -- $20,000,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046

      Prior Rating: Baa3

      Current Rating: B2, on review for possible downgrade

   -- $40,000,000 Class I Subordinated Notes Due 2046

      Prior Rating: Ba2

      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.


VESCOR DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
Sara L. Kistler, the acting United States Trustee for Region 17,
was unable to appoint creditors who will serve on an official
committee of unsecured creditors in Vescor Development LLC and its
debtor-affiliates' Chapter 11 bankrutpcy cases.

The U.S. Trustee told the Honorable Mike K. Nakagawa of the United
States Bankruptcy Court for the District of Nevada that there was
insufficient response to the solicitation served on Oct. 25, 2007,
to form an unsecured creditors committee.

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered its
reorganization plan and disclosure statement in January 2007,
whereby they planned to pay its general unsecured creditors in
full.  The Court confirmed that plan on March 20, 2007, with a
condition to retain a qualified chief restructuring officer.


VISION-CASTLE HILLS: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Vision-Castle Hills, L.P.
        P.O. Box 99
        Henderson, CO 80640

Bankruptcy Case No.: 07-22821

Chapter 11 Petition Date: November 5, 2007

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Michael J. Guyerson, Esq.
                  Onsager, Staelin & Guyerson, LLC
                  1873 South Bellaire Street
                  Suite 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  Fax: (303) 942-3502

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Colors Unlimited                 Trade Debt             $21,577
8760 A Research Boulevard
Suite 244
Austin, TX 78758

Alamo Asphalt Company, Inc.      Trade Debt             $13,425
16500 San Pedro
San Antonio, TX 78232

The Home Depot Supply, Inc.      Trade Debt             $11,728
P.O. Box 509058
San Diego, CA 92150

San Antonio Water Systems        Trade Debt             $10,175

CPS Energy                       Trade Debt              $6,061

Apartment Finder                 Trade Debt              $4,760

One Yard to Go                   Trade Debt              $3,955

Grande Disposal, Inc.            Trade Debt              $3,083

J&L Distributors                 Trade Debt              $2,860

Admiral Furniture                Trade Debt              $2,096

Acclaim Carpet Care              Trade Debt              $1,939

San Antonio Express News         Trade Debt              $1,806

Sherwin Williams                 Trade Debt              $1,435

Apartments Mailed Direct         Trade Debt              $1,350

Maid Easy, Inc.                  Trade Debt              $1,334

Trugreen Landcare, LLC           Trade Debt              $1,255

Worldwide Pest Control           Trade Debt              $1,154

Changing Surface                 Trade Debt              $1,005

OFM Painting & Cleaning          Trade Debt                $769

Prudential Overall Supply        Trade Debt                $534

Protective Life                  Bank Loan           $7,776,000
Insurance Company                                      Secured:
                                                     $8,000,000
                                                     Unsecured:
                                                             $0


VISION DEVELOPMENT: Wants to Access CORUS Bank's Cash Collateral
----------------------------------------------------------------
Vision Development Group of Broward County LLC and Isadore M.
Cohen ask the United States Bankruptcy Court for the Southern
District of Florida for authority to use the cash collateral
securing repayment of their obligations to CORUS Bank N.A.

The Debtors tell the Court that they owed CORUS Bank approximately
$9.2 million as of Aug. 20, 2007.  The Debtors added that the
bank asserts first priority liens and security interest in
substantially all of the Debtor's assets.

The Debtors say they will use the cash collateral to fund
business, payroll payments and insurance expenses.  

As adequate protection, the Debtors propose to grant the bank
replacement liens on postpetition collection, including, among
others, rent generated by the Debtor's property.

The Court set a hearing on Nov. 14, 2007, 9:30 a.m., at 299 E.
Broward Blvd. in Room 308, to consider the Debtor's request.

Headquartered in Sunrise, Florida, Vision Development Group of
Broward County L.L.C. is a real estate developer.  The company
filed for Chapter 11 on Sept. 20, 2007 (Bankr. S.D. Fla. Case No.
07-17778).  Peter D. Russin, Esq., Meland, Russin & Budwick P.A.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection agiants its creditors, it listed
assets and debts of $1 million and $100 million.


VOLANS FUNDING: Moody's Junks Ratings on Three Note Classes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Volans
Funding 2007-1 Ltd. on review for possible downgrade:

   -- $770,000,000 Class A-1 Senior Secured Floating Rate
      Variable Funding Notes Due 2052

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $77,500,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2052

      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:

   -- $74,000,000 Class B Secured Floating Rate Notes Due 2052

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $49,000,000 Class C Secured Deferrable Floating Rate
      Notes Due 2052

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $44,000,000 Class D Mezzanine Secured Deferrable Floating
      Rate Notes Due 2052

      Prior Rating: Baa2

      Current Rating: Caa1, on review for possible downgrade

   -- $34,000,000 Class E Mezzanine Secured Deferrable Floating
      Rate Notes Due 2052

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

   -- $13,500,000 Class F Mezzanine Secured Deferrable Floating
      Rate Notes Due 2052

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

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


WELLCARE HEALTH: Earns $72.4 Million in Third Qtr. Ended Sept. 30
-----------------------------------------------------------------
WellCare Health Plans Inc. (NYSE: WCG) reported Monday preliminary
financial and operating data for the third quarter of 2007.  The
company is reporting preliminary data instead of actual results
for the third quarter of 2007 due to the delay by the company in
filing its Form 10-Q for the quarter ended Sept. 30, 2007.  

As disclosed the company will not be in a position to file its
Form 10-Q for the quarter ended Sept. 30, 2007, until the
independent investigation conducted by the special committee on
the matters raised by federal and state agencies, following the
search warrant at the company's headquarters in Tampa, Florida, is
complete or substantially complete.

WellCare reported net income of the $72.4 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$43.3 million in the same period last year.

Total revenues for the third quarter 2007 rose 41.7% year over
year to $1.43 billion.  The growth is attributable principally to
the increase in the company's membership, including the launch of
the Georgia Medicaid health plan which began operations in June
2006, as well as growth in Medicare products.  Medicare Advantage
membership growth was 83.9% year over year and 77.8% year to date.

Medical benefits expenses were $1.14 billion, compared with the
$802.9 million for the same period last year.  The medical
benefits ratio was 81.5% compared with 80.3% in 2006, excluding
the 0.5% impact of the 2006 net reinsurance charge for the
company's Medicare prescription drug plan (PDP) product.  
Including the reinsurance charge, the third quarter 2006 medical
benefits ratio was 80.8%.  The company did not renew its PDP
reinsurance in 2007.  The 120 basis point increase in the medical
benefits ratio was due primarily to changes in the demographic mix
of the company's members, including the addition of new Medicare
Advantage products.

Selling, General, and Administrative were $163.4 million,
representing 11.4% of total revenues, compared with
$124.9 million, or 12.4% of total revenues, for the same period
last year.  The increase in SG&A expenses is in line with the
expansion of the company's operations and growth initiatives.

At Sept. 30, 2007, the company had $2.14 billion in total
consolidted assets and $1.37 billion in total liabilities.

           Cash Flow and Financial Condition Highlights

For the nine months ended Sept. 30, 2007, the company's net cash
provided by operations was $366.5 million, or 2.4 times net
income, after adjusting for the timing of receipt of payments from
the company's government partners.  

Days in claims payable were 52 as of Sept. 30, 2007, compared with
51 as of June 30, 2007, and 56 as of Sept. 30, 2006.  The quarter
to quarter increase resulted principally from the 2007 launch of
the company's Medicare private fee-for-service products.

As of Sept. 30, 2007, the company had cash and cash equivalents of
$1.2 billion as well as investments classified as current assets
of $287.5 million, for a total of $1.49 billion in cash and short-
term investments.

                      About WellCare Health Plans

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services  
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  WellCare offers a variety of health
plans for families, children, the aged, blind and disabled and
prescription drug plans, currently serving more than 2.3 million
members nationwide.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Standard & Poor's Ratings Services placed its 'BB-' counterparty
credit rating on WellCare Health Plans Inc. on CreditWatch with
negative implications.

In addition, Moody's Investors Service placed the company's
"Ba1" senior secured debt rating on review for possible downgrade.

Both rating actions relate to the recent probe on the company's
headquarters.


WESTAR ENERGY: Earns $91.5 Million in Third Quarter Ended Sept. 30
------------------------------------------------------------------
Westar Energy Inc. reported earnings of $91.5 million for the
third quarter of 2007 compared with earnings of $89.8 million for
the third quarter of 2006.  The increase in earnings for
the quarter was due primarily to higher retail and wholesale sales
and an increase in energy marketing, that combined, more than
offset increased operating expenses, decreased income from
corporate-owned life insurance and higher interest expense in the
same quarter last year.

Earnings for the nine months ended Sept. 30, 2007, were
$153.9 million, compared with $151.5 million for the same period
in 2006.

Westar Energy reported revenues of $548.5 million for the third
quarter of 2007, $32.5 million higher than revenues of
$515.9 million for the same period in 2006.  Retail sales were up
$7.7 million due primarily to warmer weather this year.  Wholesale
sales increased $13.3 million due primarily to a wholesale sales
agreement entered into in April 2007.
    
Fuel and purchased power expense increased $13.6 million.  The
higher cost of fuel and purchased power to serve increased sales
was offset partially by adjustments made pursuant to the retail
energy cost adjustment.  Operating and maintenance expense
increased $6.1 million reflecting higher maintenance costs and
increased Southwest Power Pool transmission network costs, the
latter of which were largely offset by higher transmission
revenues.  Depreciation and amortization expense decreased
$2.5 million due primarily to the removal this year of estimated
terminal net salvage costs from depreciation expense, offset
partially by higher depreciation expense related to the increase
in utility plant.  Selling, general and administrative expense
increased $4.4 million due primarily to increased labor and
employee benefits costs.
    
Other income and expense was $2.4 million of expense compared with
$1.2 million of income for the same period in 2006.  The change
between periods is due primarily to reduced income from corporate-
owned life insurance.  Interest expense was $28.9 million compared
with $25.8 million due to the interest expense associated with a
capital lease obligation entered into in April 2007 and a
reclassification this year to interest expense of interest
recorded on liabilities associated with income tax uncertainties.
Income tax expense increased $2.7 million due primarily to higher
income before taxes.
   
Westar Energy reported revenues of $1.334 billion for the nine
months ended Sept. 30, 2007, compared with revenues of
$1.263 billion for the same period of 2006.  Retail revenues were
slightly higher this year due primarily to revenues from customer
growth largely being offset by provisions for customer refunds
related to a February 2007 rate order.  Wholesale sales increased
$60.2 million due primarily to greater production from the
company's coal-fired generating facilities that operated this year
without restriction for coal conservation, as was the case last
year, and increased sales made pursuant to a long-term wholesale
sales agreement the company entered into in April 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$5.96 billion in total assets, $4.19 billion in total liabilities,
$5.6 million in temporary equity, and $1.76 billion in total
shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $650.5 million in total current
assets available to pay $686.6 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24d4

                       About Westar Energy

Westar Energy Inc. (NYSE: WR) -- http://www.westarenergy.com/--    
is an electric utility in Kansas, providing electric service to
about 674,000 customers in the state.  Westar Energy has about
6,000 megawatts of electric generation capacity and operates and
coordinates approximately 34,000 miles of electric distribution
and transmission lines.

                          *     *     *

Westar Energy Inc. still carries Fitch's 'BB+' long term issuer
default rating which was placed on June 12, 2007.


WISCONSIN AVENUE: Fitch Holds B Rating on $1.2MM Class C Certs.
---------------------------------------------------------------
Fitch Ratings affirmed Wisconsin Avenue Securities' subordinate
REMIC pass-through certificates, series 1997-M8 as:

   -- $3.7 million class B at 'BBB+';
   -- $1.2 million class C at 'B'.

The $2.9 million class A-3, and X-2 certificates were exchanged
for Federal National Mortgage Association guaranteed REMIC pass-
through certificates and are not rated by Fitch.  Classes A-1, A-2
and interest only class X-1 have paid in full.

The affirmation is due to stable performance since Fitch's last
rating action.

The certificates are collateralized by 12 mortgage loans, which
are secured by cooperative apartment buildings.  By loan balance,
46.7% of the pool is located in the New York City metropolitan
area.  Fitch views this concentration positively because
cooperatives within the New York City market have performed
extremely well historically.  As of the October 2007, the pool's
aggregate principal balance has been reduced by about 96.1% to
$7.8 million from $196.2 million at issuance. Currently, there are
no specially serviced loans.

NCB, FSB, the master servicer, received year-end 2006 operating
statements on all of the outstanding balance.  The YE 2006
stressed weighted-average debt service coverage ratio  decreased
to 3.60x compared to 3.71x at YE 2005.  The stressed DSCR's were
calculated based on Fitch mortgage constants and net operating
income derived from hypothetical market rental income (rather than
cooperative maintenance and other revenues) less current actual
borrower reported expenses.  The hypothetical market rental income
is based on conservative market rental rates at origination.


WR GRACE: Asbestos PI Committee & FCR File Reorganization Plan
--------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants and
David T. Austern, the Court-appointed future claims
representative, delivered to the U.S. Bankruptcy Court for the
District of Delaware on Nov. 5, 2007, a joint plan of
reorganization for W.R. Grace & Co. and its 61 debtor-affiliates.

The PI/FCR Plan provides for the creation of an asbestos trust to
which all of the asbestos personal injury claims against the
Debtors will be channeled and resolved.  The Asbestos Trust will
be funded by the Sealed Air Payment, which will consist of:

   -- $512.5 million in cash, plus interest accrued from
      Dec. 21, 2002, until the effective date of the Plan, at a
      rate of 5.5% per annum compounded annually; and

   -- 18 million shares of Sealed Air Common Stock, as adjusted
      for a two-for-one stock split in March 2007.

The Sealed Air Payment stems from a settlement agreement,
approved by the Court on June 27, 2005, resolving certain
fraudulent transfer claims asserted by the Debtors and Sealed Air
Corporation.

The PI/FCR Plan will become effective only after the Court has
found that the Debtors' aggregate liability for all existing and
future asbestos PI Claims and Demands will be at least
$4 billion, pursuant to a final Court order.

To recall, the Debtors filed a joint plan of reorganization and
disclosure statement on Nov. 13, 2004, and amended that Plan on
Jan. 13, 2005.  A condition to the confirmation of the
Debtors' Plan was for the Court to find that the Debtors' maximum
aggregate payment for all asbestos-related liabilities and trust
administrative costs and expenses will not exceed $1.6 billion.

                       Estate Consolidation

The PI/FCR Plan provides that, subject to the occurrence of the
Effective Date, the Debtors will be deemed consolidated for Plan
purposes only.  Each and every claim filed or to be filed against
the Debtors will be deemed filed against the deemed consolidated
Debtors and will be deemed one Claim against and obligation of the
deemed consolidated Debtors.

The deemed consolidation, however, will not affect:

   -- the Debtors' legal and organizational structure;

   -- any Encumbrances that are required to be maintained under
      the PI/FCR Plan in connection with executory contracts
      and unexpired leases that were entered during the
      Debtors' Chapter 11 cases or that have been or will be
      assumed pursuant to the Plan or in connection with any
      exit financing;

   -- the Sealed Air Settlement Agreement; and

   -- the settlement agreement between the Debtors and   
      Fresenius Medical Care Holdings, Inc.

Consolidation of the Debtors will not have any effect on any Plan
Claims being reinstated and left unimpaired under the PI/FCR Plan;
and the legal, equitable, and contractual rights to which the
holders of any Plan Claims are entitled will be left unaltered by
the Plan.

                Injunction and Discharge Provisions

On the Effective Date, all Asbestos Personal Injury and Personal
Damage Claimholders, and all entities that have asserted claims
against any insurance company that has issued asbestos insurance
policies to the Debtors, are enjoined from taking any action for
the purpose of collecting, recovering, or receiving payments,
satisfaction, or recovery on account of those Claims, including:

   (a) commencing, conducting, or continuing any lawsuit in any
       forum against any Asbestos Protected Party or any of
       their properties and interests;

   (b) enforcing, levying, attaching, collecting, or otherwise
       recovering by any means, any judgment or award against
       any Entity released under any provision of the PI/FCR
       Plan;

   (c) creating, perfecting, or otherwise enforcing any
       Encumbrance against any Entity released under any
       provision of the PI/FCR Plan; and

   (d) setting off, seeking reimbursement of, indemnification
       or contribution from, or subrogation against any Entity    
       released under any provision of the PI/FCR Plan.

The Asbestos Protected Party includes the Debtors, the
Reorganized Debtors, the Non-Debtor Affiliates, the Resolved
Asbestos Insurance Companies, the Sealed Air and Fresenius
Indemnified Parties, the Settled Asbestos Insurance Companies,
and their representatives.

                      Employee Compensation

All of the Debtors' obligations under employment and severance
contracts and policies; and all compensation and benefit plans,
policies, and programs will be treated as though they are
executory contracts that are deemed assumed under the PI/FCR
Plan.

                    Dissolution of Committees

On the Effective Date, the PI Committee, the Official Committee
of Asbestos Property Damage Claimants, the Official Committee of
Unsecured Creditors, and the Official Committee of Equity
Security Holders will be dissolved.  The Debtors will continue to
retain the FCR.

A full-text copy of the PI/FCR Plan is available for free at
http://ResearchArchives.com/t/s?2504

A full-text copy of the Glossary of Terms of the PI/FCR Plan is
available for free at http://ResearchArchives.com/t/s?2505

                      About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, Esq., at Kirkland & Ellis, LLP, and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence,
Pennsylvania.  Elihu Inselbuch, Esq., at Caplin & Drysdale,
Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLC, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
will commence on Jan. 14, 2008.  (W.R. Grace Bankruptcy News,
Issue No. 143; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


* Beard Group Announces New Audio Conference for November 15
------------------------------------------------------------
The Beard Group, Law and Business Publishers, and the Troubled
Company Reporter will hold a new audio conference on Nov. 15,
2007.

Entitled "The Battle of Green & Red: Effect of Bankruptcy on
Obligations to Clean Up Contaminated Property", this audio
conference -- a live 90-minute telephone conference with
interactive Q&A session -- will be presented by Joel Gross, a
partner at Arnold & Porter and member of both the firm's
bankruptcy and environmental practice groups.

This interactive audio conference will include written materials
and the opportunity to ask your most pressing questions.  You'll
cover:

    * 5 key principles for understanding interactions between
      environmental and bankruptcy laws.

    * Why bankruptcy is no excuse for violating environmental
      standards.

    * Brief primer on CERCLA (Superfund) requirements for
      clean-up of contaminated property.

    * How liability can be triggered just by deciding to stop
      operating.

    * Who pays for clean-up when the polluter is insolvent?

    * Is property abandonment a viable option?

    * How are environmental liens addressed in bankruptcy?

    * Impact of the recent Atlantic Research Corp. Supreme
      Court decision.

    * Unresolved issues still confronting legal
      decision-makers.

    * Strategies for today's debtors facing environmental
      liabilities.

                         About Joel Gross

Joel Gross is a partner in the Washington, D.C., office of Arnold
& Porter, and a member of both the firm's environmental practice
group as well as its bankruptcy group.  Before joining Arnold &
Porter in 2000, he was the Chief of the Environmental Enforcement
Section at the Department of Justice.  Joel advises clients on
compliance strategies that can minimize the risk of enforcement
actions, and has represented a wide range of clients in connection
with ongoing civil and or criminal enforcement actions under the
Clean Air Act, the Clean Water Act, and the Resource Conservation
and Recovery Act.  He also represents clients dealing with - and
seeking innovative approaches to resolve - remediation and natural
resource damages liabilities arising from contaminated sites.  He
has a special interest in the interaction of the environmental
laws and the bankruptcy laws and has represented both debtors and
creditors in connection with environmental disputes in bankruptcy
proceedings around the country.

To register or to learn more about the , visit
http://www.beardaudioconferences.com/bin/conference_details?code=B
R-041

Register by Nov. 8 and save $50 off the regular tuition.  Tuition
is $245 prior to Nov. 8; $295 afterwards.


* Hunton & Williams Adds David Wiles & Timothy Ryan as Partners
---------------------------------------------------------------
Hunton & Williams LLP continued the expansion of its financial
services practice with the addition of David R. Wiles and Timothy
R. Ryan as partners in its Charlotte office.  Their practice will
focus on U.S. and cross-border syndicated and leveraged finance
transactions.
    
"David and Tim's substantial transactional and regulatory
experience in structuring complex financing transactions is an
invaluable resource to Hunton & Williams," Wally Martinez,
managing partner said.  "Working closely with our many outstanding
finance lawyers in strategic offices, notably New
York and London, David and Tim will greatly enhance the
comprehensive asset class coverage we bring to our clients.  In
particular, their experience in restructuring finance deals will
marry up nicely with our creditors rights practice and serve our
clients well in the current credit climate.  We are
absolutely delighted to have David and Tim on board."

"David and Tim are well known and highly regarded lawyers in the
Charlotte business community," Tom Cottingham, Charlotte office
managing partner, agrees.  "They share our vision, and we know
they will hit the ground running.  This is part of our plan to
expand our representation of financial institution clients, and we
expect other lawyers to join us in the near
future."
    
David R. Wiles joins Hunton & Williams from Bank of America, where
he served as Associate General Counsel in the Global Corporate and
Investment Banking Group.  His coverage areas included corporate
debt products, syndicated and leveraged finance, distressed debt
and special assets, and while at Bank of America, he regularly
handled complex financing transactions, well as policy and
regulatory matters for the Bank.

Mr. Wiles has been a panelist at national conferences on legal
topics and market trends affecting syndicated and leveraged
finance.  Before joining the Bank, Mr. Wiles was invited to become
a shareholder in Robinson, Bradshaw & Hinson P.A.  He holds an
undergraduate degree magna cum laude from the University of South
Carolina, the S.C. Honors College and his law degree cum laude
from Harvard University.  He is admitted to practice in North
Carolina.
    
Timothy R. Ryan joins Hunton & Williams from Mayer Brown LLP,
where he was a partner in its Global Finance Group, concentrating
on national and international syndicated and leveraged
transactions, mezzanine and bridge facilities well as workouts and
restructurings.  Before joining Mayer Brown,
Mr. Ryan was assistant general counsel at Bank of America in the
global corporate and investment banking group.

His coverage areas included syndicated loan capital markets,
leveraged acquisition finance, special situations loan syndicate
and global portfolio management (corporate lending group).  Mr.
Ryan received his undergraduate degree magna cum laude from James
Madison University and his law degree from the University of
Virginia.  He is admitted to practice in North Carolina, the
District of Columbia and New York.
    
                  About Hunton & Williams LLP
    
Hunton & Williams LLP -- http://www.hunton.com/-- provides legal  
services to corporations, financial institutions, governments and
individuals, as well as to a broad array of other entities.  Since
its establishment more than a century ago, Hunton & Williams has
grown to more than 975 attorneys serving clients in 100 countries
from 19 offices around the world.  While its practice has a strong
industry focus on energy, financial services and life sciences,
the depth and breadth of its experience extends to more than 60
separate practice areas, including bankruptcy and creditors
rights, commercial litigation, corporate transactions and
securities law, intellectual property, international and
government relations, regulatory law, products liability, and
privacy and information management.

The Charlotte office of Hunton & Williams focuses on capital
markets, structured finance, syndicated/leveraged finance,
securities law, mergers and acquisitions, business litigation,
white collar criminal defense and special investigations,
intellectual property, environmental law, and employee benefits.


* Michael Cole Named as Alvarez & Marsal's Managing Director
------------------------------------------------------------
Michael Cole, formerly a partner and national leader of the
private equity-healthcare practice at Ernst & Young, has joined as
a managing director in Alvarez & Marsal's Transaction Advisory
Group and Healthcare Industry Group.

Based in the firm's new Nashville office, Mr. Cole will serve as
the healthcare industry leader for the Transaction Advisory Group,
which works with private equity firms, hedge funds and corporate
acquirers.

Joining him to spearhead financial accounting due diligence
projects for complex public and private healthcare company
transactions are former Ernst & Young professionals Richard Sober,
as a senior director based in Atlanta, and Marshall Taylor, as a
director based in Nashville.

"As the healthcare industry continues to be an area of significant
interest for investors and corporate acquirers, sophisticated
financial, tax and operational due diligence services are in even
greater demand," said Bryan Marsal, co-CEO of Alvarez & Marsal.
"Having worked with healthcare industry organizations and their
investors for more than 20 years, A&M has a unique ability to look
beyond the numbers and identify opportunity and value.  Michael,
Richard and Marshall have outstanding backgrounds leading due
diligence projects on behalf of scores of private equity firms and
strategic buyers focused on the healthcare industry and will make
valuable additions to our transaction advisory and healthcare
industry groups."

Over the course of his career, Mr. Cole has led transactions
across a wide spectrum of healthcare and life sciences segments,
including: acute care hospitals; long-term care; home health;
hospice; specialty and institutional pharmaceuticals; ambulatory
surgical centers; clinical laboratories; physician and dental
practices and clinics; pharmacy benefit management; managed care;
disease management; contract research organizations and other
healthcare service organizations. Prior to joining A&M, he was a
partner and the national leader of the private equity - healthcare
practice at Ernst & Young. Before that he was with the audit and
business advisory practice of Arthur Andersen in Nashville.

Mr. Cole earned a bachelor's degree in accountancy, with high
honors, from the University of Kentucky.  He is a Certified Public
Accountant (CPA) in Tennessee and Kentucky, and an active member
of the American Institute of Certified Public Accountants (AICPA)
and the Tennessee State Society of Certified Public Accountants
(TSCPA).  Mr. Cole is a founding member of Leadership Healthcare,
a Nashville-based organization dedicated to fostering the next
group of healthcare leaders.

Prior to joining A&M, Mr. Sober was a senior manager with the
transaction advisory services practice of Ernst & Young LLP in
Atlanta, where he led financial due diligence projects for large
and middle market private equity clients with investments in
healthcare and corporate healthcare acquirers.  Mr. Sober earned a
bachelor's degree in accounting, with a minor in economics, and a
master's degree in accounting from the Fisher School of Accounting
at the University of Florida.  He is a CPA in Georgia and a member
of the AICPA.

Prior to joining A&M, Mr. Taylor was a senior manager with the
transaction advisory services practice of Ernst & Young in
Nashville. Previously, he was with the assurance & advisory
business services practice of Ernst & Young and began his career
with the audit & business advisory practice of Arthur Andersen.   
Mr. Taylor earned a bachelor's degree in business administration
and a master's degree in accountancy from the University of
Tennessee. He is a CPA in Tennessee, an active member of the AICPA
and the TSCPA.  He is also a member of the Healthcare Conference
Committee of the TSCPA, a Chartered Financial Analyst (CFA) and an
active member of the CFA Institute and the CFA Society of
Nashville.

                      About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a      
professional services firm with expertise in guiding
underperforming companies and public sector entities through
complex operational, financial and organizational challenges.  The
firm excels in problem solving and value creation, and brings a
bias toward executing solutions with a distinctive hands-on
approach to serving clients, management and stakeholders.  

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* Thacher Proffitt Names V. Gerard Comizio as Chair of Trust
------------------------------------------------------------
V. Gerard Comizio was appointed as chair of the trust and
investment services subcommittee of the American Bar Association
section on Banking Law effective at Thacher Proffitt & Wood LLP's
annual meeting in August 2007.
    
The trust and investment services subcommittee monitors all
activities of a bank trust department or a trust company
subsidiary of a bank holding company, including corporate,
personal and institutional trust activities, custody services,
employee benefit plan activities and transfer agent activities
including issues related to the funding, organization and
structure and regulatory requirements governing such activities.

V. Gerard Comizio is a partner in Thacher Proffitt's Corporate and
Financial Services Practice Group, resident in the Washington,
D.C. office.  He is a leading authority on financial service
matters, and corporate, transactional, securities and regulatory
matters arising under the banking
laws.  He has extensive experience in representing a wide range of
both domestic and foreign bank, thrift and financial institutions
and financial services companies.
    
Prior to joining Thacher Proffitt, he was for many years the
deputy general counsel and acting general counsel of the U.S.
Department of the Treasury's Office of Thrift Supervision (and its
predecessor, the Federal Home Loan Bank Board), and director of
its corporate and securities division.  From 1980 to 1984, Mr.
Comizio was a senior attorney with the Securities and Exchange
Commission in the Division of Corporation Finance.
    
Mr. Comizio has authored numerous articles on financial services
and is the contributing author of three books on financial
services matters: Winning Legal Strategies for Banking Law:
Getting Down to Basics (co-author, Omer S.J. Williams), The Bank
Founders Guidebook (co-authored),
The Bank Investors Relations Handbook (co-authored).
    
Mr. Comizio has for many years been an adjunct professor of
banking law at the Washington College of Law, American University,
teaching courses on banking law, international banking law, and
regulation of financial institutions.  He
also teaches one of the first financial services courses in the
country to address comparative regulation of banks, insurance
companies and securities firms.
    
Mr. Comizio is also a member of the governing committee of the
U.S. Conference on Consumer Finance Law, and on the advisory
committee of the North Carolina Banking Institute.
    
Mr. Comizio received his LLM from Georgetown University Law Center
in 1983, his JD from Pace University School of Law in 1980 and his
BA from Fordham University in 1977.
    
                About Thacher Proffitt & Wood LLP
    
A 158-year-old law firm that focuses on the capital markets and
financial services industries, Thacher Proffitt & Wood LLP --
http://www.tpw.com/-- advises domestic and global clients in a    
wide range of areas, including corporate and financial
institutions law, securities, structured finance, international
trade matters, investment funds, swaps and derivatives, cross-
border transactions, real estate, commercial lending, insurance,
admiralty and ship finance, litigation and dispute resolution,
technology and intellectual property, executive compensation and
employee benefits, taxation, trusts and estates, bankruptcy,
reorganizations and restructurings.  The Firm has over 300 lawyers
with five offices located in New York City; Washington, DC; White
Plains, New York; Summit, New Jersey and Mexico City.


* Non-Deferment of Dividend No Effect on Prior Ratings, Fitch Says
------------------------------------------------------------------
Fitch Ratings learned that Fremont General Corp. has not elected
to defer dividend payment on its trust preferred securities issued
by Fremont General Financing I.  In a Nov. 2, 2007 release, Fitch
incorrectly stated that FMT had elected to defer dividends
payments.  This correction has no impact on recent ratings actions
taken by Fitch.  Fitch downgraded and affirmed these ratings of
FMT and its subsidiaries and revised the Rating Outlook to
Negative from Evolving:

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'.

This 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'.  
General Financing. 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.


* S&P Lowers Ratings on 46 Tranches from Nine CDO Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 46
tranches from nine U.S. cash flow and hybrid collateralized debt
obligation transactions.  Of the lowered ratings, S&P removed 33
from CreditWatch with negative implications, and left 13 on
CreditWatch with negative implications.  In addition, S&P affirmed
one rating and removed it from CreditWatch with negative
implications.  Concurrently, S&P affirmed its ratings on 16 other
tranches from these transactions.  The downgraded tranches have a
total issuance amount of $1.916 billion.  These transactions are
CDOs of asset-backed securities collateralized by structured
finance securities, including residential mortgage-backed
securities.
     
Including the CDO tranches listed below, S&P have lowered its  
ratings on 160 tranches from 35 cash flow and hybrid CDO
transactions to date as a result of exposure to RMBS securities
that have seen negative credit migration.  Additionally, another
659 tranche ratings from 183 cash flow and hybrid CDO
transactions are currently on CreditWatch negative.  The 160
downgraded tranches represent an issuance amount of $5.962
billion; the 659 tranches with ratings on CreditWatch negative
represent an issuance amount of $22.628 billion.


     Ratings Lowered and Removed from Creditwatch Negative

                                                 Rating
                                                 ------
   Transaction               Class        To     From
   -----------               -----        --     ----
   ABCDS 2006-1 Ltd.         A-3          AA     AAA/Watch Neg
   ABCDS 2006-1 Ltd.         B            A-     AA/Watch Neg
   ABCDS 2006-1 Ltd.         C            BBB-   A/Watch Neg
   ABCDS 2006-1 Ltd.         D            BB-    BBB/Watch Neg
   ABCDS 2006-1 Ltd.         E            B      BB+/Watch Neg
   ABCDS 2006-1 Ltd.         Ser. B-1     B-     BBB-/Watch Neg
   ACA ABS 2007-1 Ltd.       A-1J         AA     AAA/Watch Neg
   ACA ABS 2007-1 Ltd.       A-2          BBB    AA/Watch Neg
   ACA ABS 2007-1 Ltd.       A-3          BB     A/Watch Neg
   ACA ABS 2007-1 Ltd.       B-1          B+     BBB+/Watch Neg
   ACA ABS 2007-1 Ltd.       B-2          B      BBB/Watch Neg
   ACA ABS 2007-1 Ltd.       B-3          B-     BBB-/Watch Neg
   ACA ABS 2007-1 Ltd.       C            CCC    BB/Watch Neg        
   ACA ABS 2007-1 Ltd.       Rated Eq     B-     BBB-/Watch Neg        
   Arca Funding 2006-1 Ltd.  II Fd Sr     A+     AA/Watch Neg
   Arca Funding 2006-1 Ltd.  III Fd Sr    BB+    A/Watch Neg
   Arca Funding 2006-1 Ltd.  IV Fd Sr     BB     A-/Watch Neg
   Arca Funding 2006-1 Ltd.  V Fd Mezz    BB-    BBB/Watch Neg
   Arca Funding 2006-1 Ltd.  VI Fd Mezz   B      BB/Watch Neg
   Arca Funding 2006-1 Ltd.  VII Fd Mezz  B-     BB-/Watch Neg
   Arca Funding 2006-1 Ltd.  VIII Fd Mezz CCC    B/Watch Neg
   STACK 2006-2 Ltd.         III          AA-    AA/Watch Neg
   STACK 2006-2 Ltd.         IV           A-     AA-/Watch Neg
   STACK 2006-2 Ltd.         V            BBB-   A/Watch Neg
   STACK 2006-2 Ltd.         VI           BB-    BBB/Watch Neg
   STACK 2006-2 Ltd.         VII          B-     BB+/Watch Neg
   STACK 2007-2 Ltd.         B            AA-    AA/Watch Neg
   STACK 2007-2 Ltd.         C            BBB    A/Watch Neg
   STACK 2007-2 Ltd.         D            BB     BBB/Watch Neg
   STACK 2007-2 Ltd.         E            B+     BBB/Watch Neg
   Term CDO 2007-1 Ltd.      A-2L         A      AA+/Watch Neg
   Term CDO 2007-1 Ltd.      A-3L         BB+    A+/Watch Neg
   Term CDO 2007-1 Ltd.      B-1L         B      BBB+/Watch Neg

     Ratings Lowered and Remaining on Creditwatch Negative

                                        Rating
                                        ------
   Transaction          Class      To             From
   -----------          -----      --             ----
   ACA ABS 2006-1 Ltd.  A-1LB  AA/Watch Neg   AAA/Watch Neg
   ACA ABS 2006-1 Ltd.  A-2L   BBB/Watch Neg  A+/Watch Neg
   ACA ABS 2006-1 Ltd.  A-3L   B+/Watch Neg   BBB/Watch Neg
   ACA ABS 2006-1 Ltd.  B-1L   B-/Watch Neg   BBB-/Watch Neg
   ACA ABS 2006-2 Ltd.  A-1LB  A+/Watch Neg   AAA/Watch Neg
   ACA ABS 2006-2 Ltd.  A-2L   BBB-/Watch Neg A+/Watch Neg
   ACA ABS 2006-2 Ltd.  A-3L   BB-/Watch Neg  A-/Watch Neg
   ACA ABS 2006-2 Ltd.  B-1L   CCC/Watch Neg  BB+/Watch Neg
   BFC Ajax CDO Ltd.    B      AA-/Watch Neg  AA/Watch Neg
   BFC Ajax CDO Ltd.    X      A-/Watch Neg   A+/Watch Neg
   BFC Ajax CDO Ltd.    C      BBB+/Watch Neg A/Watch Neg
   BFC Ajax CDO Ltd.    D      BB+/Watch Neg  BBB/Watch Neg
   BFC Ajax CDO Ltd.    E      B-/Watch Neg   BB/Watch Neg

     Rating Affirmed and Removed from Creditwatch Negative

                                             Rating
                                             ------
          Transaction            Class     To     From
          -----------            -----     --     ----
          STACK 2007-2 Ltd.      A-2       AAA    AAA/Watch Neg

                        Ratings Affirmed

     Transaction                          Class     Rating
     -----------                          -----     ------
     ABCDS 2006-1 Ltd.                    SupSrSw   AAAsrb
     ABCDS 2006-1 Ltd.                    A-2       AAA
     ABCDS 2006-1 Ltd.                    Ser. P-1  AAA
     ABCDS 2006-1 Ltd.                    Ser. P-2  AAA
     ABCDS 2006-1 Ltd.                    Ser. P-3  AAA
     ACA ABS 2006-1 Ltd.                  A-1LA     AAA
     ACA ABS 2006-2 Ltd.                  A-1LA     AAA
     ACA ABS 2007-1 Ltd.                  A-1S      AAA
     Arca Funding 2006-1 Ltd.             SupSr     AAA
     BFC Ajax CDO Ltd.                    A         AAA
     STACK 2006-2 Ltd.                    I Unfnd   AAA
     STACK 2006-2 Ltd.                    I Fnd     AAA
     STACK 2006-2 Ltd.                    II        AAA
     STACK 2007-2 Ltd.                    A-1       AAA
     Term CDO 2007-1 Ltd.                 A-1LA     AAA
     Term CDO 2007-1 Ltd.                 A-1LB     AAA


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Nov. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 12-13, 2007
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
         PLI California Center, San Francisco, California
            Contact: http://www.pli.edu/

Nov. 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament
         Redstone Golf Club, Humble, Texas
            Contact: 713-839-0808 or http://www.turnaround.org/

Nov. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Holiday Cocktail Reception Honoring
         Bankruptcy Benches of New York and New Jersey
               Bryant Park Grill, New York, New York
                  Contact: 646-932-5532 or
                           http://www.turnaround.org/

Nov. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      A Pregnant Pause: Managing through the
         Middle of the Business Cycle
         Peninsular Club, Grand Rapids, Michigan
            Contact: http://www.turnaround.org/

Nov. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Views from the Bench: The Bankruptcy Judges Speak
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

Nov. 13-14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Distressed Debt Symposium
         Jumeirah Carlton Tower, London, United Kingdom
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Aloha Airlines Story
         Bankers Club, Miami, Florida
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia 4th Annual Conference and Gala Dinner
          Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
      BEARD AUDIO CONFERENCES
      The Battle of Green & Red: Effect of Bankruptcy on
         Obligations to Clean Up Contaminated Property
            Contact: http://www.beardaudioconferences.com/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Cocktails and Networking
         The Buffalo Club, Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      How the Plaintiff Won $850 Million from Freightliner in a
         Fraudulent Transfer Case
            University Club, Portland, Oregon
               Contact: http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Colorado Breakfast feat. Richard Scharf, President
         Denver Metro Convention and Visitors Bureau
            Denver Athletic Club, Denver, Colorado
               Contact: http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Executive Forum & Networking Reception
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Sub-Prime Mortgage Meltdown
         TMA/IWIRC/CREW Joint Meeting
            Double Tree Hotel Cleveland South, Independence, Ohio
               Contact: http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver, British Columbia
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 26-27, 2006
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT
      Fourteenth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Jumeirah Essex House, New York, NY
               Contact: 800-726-2524; 903-595-3800;
                  http://beardconferences.com

Nov. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         SouthwestUSA Bank, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 29, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Holiday Gala
         Yale Club, New York, New York
            Contact: http://www.iwirc.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         TBD, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Dec. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Its Many Colors
         Omni Hotel, New Haven, Connecticut
            Contact: http://www.turnaround.org/

Dec. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia Celebrates Christmas
         Blake Dawson Waldron, Sydney, Australia
            Contact: 02-9517-4041 or http://www.turnaround.org/

Dec. 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/ACG Holiday Party
         Marriott Downtown, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Dec. 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Holiday Networking Event with TMA/CFA
         TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         Guy Anthony's Restaurant, Merrick, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         Guy Anthony's Restaurant, Merrick, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Joint Holiday Party
         Maryland Club, Baltimore, Maryland
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Holiday Networking Event with TMA/CFA
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Brew Pub & Pool Social
         Wynkoop Brewing Company, Denver, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   LEXISNEXIS CONFERENCES
      Mealey's Asbestos Bankruptcy Conference
         Four Seasons Hotel, Miami, Florida
            Contact: http://www.lexisnexis.com/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Debt Panel
         University Club, Jacksonville, Florida

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newwark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Jan. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lenders Panel
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Jan. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Current Outlook: Workouts, Lending and Turnarounds
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Jan. 17-18, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Diplomat, Hollywood, Florida
            Contact: http://www.abiworld.org/

Jan. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club of Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Maggie Good
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library   
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China\u2019s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency \u2013 Widening Controversy: Current
Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues  
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

Last Updated: Nov. 6, 2007

                             *********

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 ***