TCR_Public/071112.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, November 12, 2007, Vol. 11, No. 268

                             Headlines


ABFC TRUST: S&P Downgrades Ratings on 26 Certificate Classes
ACCESS PHARMA: Arranges a $19.5 Million Recapitalization
ALLTEL CORP: Increased Leverage Cues S&P to Cut Rating to B+
ALPHA MEZZ: Moody's Puts B1 Rating Under Review for Likely Cut
ALTIUS III: Poor Credit Quality Cues Moody's to Review Ratings

AMERIQUEST MORTGAGE: Delinquent Loans Cue Moody's to Junk Ratings
AMP AA: Moody's Junks Note Ratings Due to Credit Quality Decline
AMP AA: Poor Credit Quality Prompts Moody's to Junk Note Ratings
AMP CDO: Moody's Downgrades Rating on $200 Million Notes to Ba1
APP PHARMACEUTICALS: Moody's Assigns Ba3 Corporate Family Rating

APP PHARMACEUTICALS: High Debt Leverage Cues S&P's "BB" Rating
ARCA 2006: Poor Credit Quality Cues Moody's to Junk Note Ratings
ARCA FUNDING: Moody's Puts Six Junk-Rated Notes Under Neg. Watch
ARINC INC: S&P Rates $575 Million Credit Facility at B+
ASSET SECURITIZATION: Loan Payoff Cues Fitch to Lift Ratings

AVADO BRANDS: Selling All Assets Without Stalking Horse Bidder
AVENTINE HILL: Moody's May Further Cut B2 Rating on $19.5MM Notes
BANC OF AMERICA: Moody's Holds Ba3 Rating on $2 Mil. Certificates
BARCLAYS CAPITAL: S&P Puts 'BB+' Rating Under Developing Watch
BERNOULLI HIGH: Moody's Puts Ba3-Rated Notes Under Negative Review

BI-LO LLC: S&P Holds 'B' Rating and Removes Developing Watch
BLUE JAY: Moody's Rates Proposed Senior Credit Facility at B1
BOMBAY CO: Sells Headquarters to Goff Capital for $16.35 Million
BON-TON STORES: Weak Sales Cue S&P to Lower Credit Rating to B
BRANDYWINE REALTY: Inks $245.4 Million Deal with DRA Advisors

BRISTOW GROUP: Prices $50 Mil. Offering of 7-1/2% Senior Notes
BUCKINGHAM CDO: Moody's Cuts Rating on $13.5 Million Notes to Ba2
BUFFETS INC: Higher Default Risks Prompt Moody's to Junk Ratings
CABLEVISION SYS: Sept. 30 Balance Sheet Upside-Down by $5.13 Bil.
CAIRN MEZZ: Moody's Places Ba3-Rated Notes Under Negative Watch

CALLIDUS DEBT: S&P Puts 'BB' Preliminary Rating on $25.5MM Notes
CAPITAL AUTO: Fitch To Put BB Rating on $7.963MM Class D Trust
CAPITAL AUTO: Moody's Rates $7,963,000 Class D Notes at (P)Ba1
CAPITAL AUTO: S&P Assigns 'BB' Prelim. Rating on $7.963MM Notes
CAREEL BAY: Moody's May Further Cut Caa3 Rating on $10 Mil. Notes

CARINA CDO: S&P Junks Ratings on 10 Certificate Classes
CARMIKE CINEMAS: Moody's Holds B2 Corporate Family Rating
CASH TECHNOLOGIES: Receives Noncompliance Notice from AMEX
CENTRE SQUARE: Moody's Junks Rating on $30 Million Class E Notes
CHARLES FORT: Moody's Places Caa3 Rating Under Negative Review

CHARTER COMMS: Sept. 30 Balance Sheet Upside-Down by $7.334 Bil.
CHRYSLER LLC: S&P Holds 'B' Rating and Removes Positive Watch
CLASS V FUNDING: Moody's Junks Ratings on $90 Million Notes
CLEAR CHANNEL: Earns $279.7 Million in 3rd Quarter Ended Sept. 30
CLEAR CHANNEL: Providence Mulls Rescinding $1.2 Billion Contract

CLIFTON I: Moody's Places Caa3-Rated Notes Under Negative Review
COMPASS DIVERSIFIED: Earns $4.4 Million in 3rd Qtr. Ended Sept. 30
COMPASS DIVERSIFIED: Moody's Assigns Ba3 Corporate Family Rating
COMPASS MINERALS: Sept. 30 Balance Sheet Upside-Down by $769 Mil.
CONNACHER OIL: Pod 1 Commissioning Cues S&P to Lift Rating

COOKSON SERIES: Poor Credit Quality Cues Moody's Negative Action
CORONA BOREALIS: Moody's Lowers Rating on $70 Million Notes to B1
DALTON CDO: Moody's Pares Rating on $18 Million Notes to Ba2
DEAN FOODS: Earns $6.5 Million in Third Quarter Ended Sept. 30
DELPHI CORP: Disclosure Statement Hearing Continued to Nov. 29

DIOGENES CDO: Moody's Junks Rating on $6.5 Million Class E Notes
DUKE FUNDING: Moody's Puts Ba3-Rated Notes Under Negative Review
DUNMORE HOMES: Files for Chapter 11 Protection in New York
DUNMORE HOMES: Case Summary & 20 Largest Unsecured Creditors
DURA AUTOMOTIVE: Court Approves $425 Million Exit Financing

EMISPHERE TECH: Earns $3 Million in Quarter Ended September 30
FAB US: Poor Credit Quality Prompts Moody's Junk Note Ratings
FEDERAL-MOGUL: Court Confirms Fourth Amended Reorganization Plan
FIRST UNION: Credit Support Erosion Cues S&P to Lower Ratings
FORD MOTOR: Post $380 Million Net Loss in 3rd Qtr. Ended Sept. 30

FREMONT GENERAL: Earns $18.3 Million in 3rd Quarter Ended Sept. 30
G-I HOLDINGS: Court OK's Appointment of Examiner to Probe Tersigni
GEOKINETICS INC: Completes $25 Mil. Lease Facility with CIT Group
GEORGIA GULF: Decline in PVC Unit Cues Moody's to Take Neg. Action
GREEN TREE: S&P Puts Default Rating on Cl. B-1 Senior Certificates

GSAMP TRUST: Moody's Junks Ratings on Four Certificate Classes
GSR MORTGAGE: Moody's Puts Low-B Ratings on Two Cert. Classes
HALCYON SECURITIZED: Moody's Rates Three Cert. Classes at Low-B
HARRAH'S ENT: Indiana Gaming Commission Approves Apollo Buyout
HOBOKEN WOOD: Opts to Liquidate Assets Under Chapter 7

HOBOKEN WOOD: Voluntary Chapter 7 Case Summary
HOMBANC CORP: Wants Exclusive Plan Filing Period Moved to April 7
HOMEBANC CORP: Court Okays Drinker Biddle as Panel's Del. Counsel
HOMEBANC CORP: Judge Carey Approves $61 Million Loan Sale to EMC
HOUT BAY: Moody's Holds Low-B Ratings on $10 Million Notes

HSPI DIVERSIFIED: Moody's Junks Rating on $6 Million Notes
IMAC CDO: Bad Credit Quality Spurs Moody's Junk Note Rating
IMAC CDO: Moody's May Further Cut Junk Rating on $20 Million Notes
INGRAM MICRO: Board Approves $300 Million Repurchase of Shares
INVERNESS MEDICAL: To Publicly Offer 7 Million of Common Stock

INPHONIC INC: Files Ch. 11 Petition to Implement Versa Sale Deal
INPHONIC INC: Case Summary & 20 Largest Unsecured Creditors
ISCHUS MEZZANINE: Moody's Junks Ratings on $37.5 Million Notes
IXION PLC: Moody's Junks 5 Note Ratings Over Poor Credit Quality
JUPITER HIGH: Moody's Junks Ratings on Three Classes of Notes

LAWRENCE SALANDER: Files for Bankruptcy in New York
LAWRENCE SALANDER: Case Summary & 19 Largest Unsecured Creditors
LB UBS: Moody's Lifts Rating on $3 Million Class T Certs. to Caa2
LEVITT & SONS: Files Chapter 11 Petition in Florida
LEVITZ FURNITURE: Files for Chapter 11 Protection in New York

LEVITZ FURNITURE: Case Summary & 20 Largest Unsecured Creditors
LIBERTAS PREFERRED: Moody's Puts Ba3-Rated Notes Under Neg. Watch
LONGPORT FUNDING: Moody's Junks Ratings on $38,250,000 Notes
LOUISIANA LOCAL: Moody's Puts Ba3 Rating on $250 Million Bonds
MARCAL PAPER: Wants Proposed Asset Sale Procedure Approved

MARS CDO: Poor Loan Quality Prompts Moody's to Junk Note Ratings
MARSICO PARENT: S&P Assigns 'B' Credit Rating with Stable Outlook
MEDIACOM COMMS: S&P Places 'BB-' Rating Under Negative Watch
MEZZANINE PORTFOLIO: Moody's Junks Rating on $7.5 Million Notes
MOVIE GALLERY: Committee Opposes Debtors' Pact w/ Sopris Advisors

MOVIE GALLERY: 8 Landlords Object to Lease Rejection Procedures
MOVIE GALLERY: Landlords & Committee Object to $150MM DIP Loan
MORGAN STANLEY: Moody's Holds Low-B Ratings on Five Cert. Classes
NABI BIOPHARMA: Stockholders OK Sale of Assets for $185 Million
NEO CDO: Moody's Junks Ratings on Three Certificate Classes

NEW ENGLAND CENTER: Moody's Keeps Ba2 Rating on Long-Term Bonds
NORDIC VALLEY: May Further Downgrade Low-B Ratings on Three Notes
OCTONION I: Moody's Junks Ratings on Four Floating Rate Notes
ORION 2006-2: S&P Retains Nine Ratings Under Negative Watch
OXFORD INDUSTRIES: Board Approves $60 Million Stock Repurchase

PAC-WEST TELECOMM: Plan Confirmation Hearing Deferred to Nov. 19
PAETEC HOLDING: Good Liquidity Cues Moody's to Assign SGL-2 Rating
PAUL HOWARD: Case Summary & 19 Largest Unsecured Creditors
PHH MORTGAGE: Fitch Rates $200,000 Class B-5 Certificates at B
PINE MOUNTAIN: Moody's Places Low-B Ratings Under Negative Watch

PLETTENBERG BAY: Moody's Junks Ratings on $19.5 Million Notes
POTTSVILLE HOSPITAL: Weak Balance Sheet Cues S&P to Cut Rating
PROGRESSIVE BAPTIST: Case Summary & 19 Largest Unsecured Creditors
QUAKER FABRIC: Wants To Reject Unexpired Leases Under Gordon Pact
QUEBECOR WORLD: Paying Preferred Shares Dividends on December 1

QUEBECOR WORLD: Posts $315 Mil. Net Loss in 2006 Third Quarter
RASC SERIES: Moody's Puts Ratings On Neg. Watch Over Expected Loss
RESMAE MORTGAGE: Moody's Puts Low-B Ratings on Two Cert. Classes
RCN CORPORATION: Moody's Assigns B1 Rating on $200 Mil. Term Loan
RIDGEWAY COURT: Moody's Cuts Ratings on Two Cert. Classes to Low-B

ROCKBOUND CDO: Moody's Junks Ratings on $65MM Floating Rate Notes
SALANDER-O'REILLY: Involuntary Chapter 7 Case Summary
SEQUA CORP: Wants to Redeem 2008 Unsecured Notes by December 21
SEQUA CORPORATION: Earns $18,113,000 in Third Qtr. Ended Sept. 30
SEQUA CORPORATION: Moody's Rates Proposed Sr. Debt Facility at B1

SEQUA CORP: S&P Rates Proposed $1.35BB Secured Financing at BB-
SHEFFIELD CDO: Moody's Pares Rating on $21.4 Million Notes to Ba3
SOLAR TRUST: Moody's Affirms Low-B Ratings on Four Cert. Classes
SOLUTIA INC: Judge Beatty Approves $25 Million Backstop Deal
SOTHEBY'S: Experts Link Low Art Sale Proceeds on Credit Crisis

SPECTRUM BRANDS: Posts $333 Million Net Loss in Fourth Quarter
STATION CASINOS: Completed Deal Prompts S&P to Lower Ratings
STEVE PINKSTAFF: Case Summary & 17 Largest Unsecured Creditors
STOCKTON CDO: Moody's May Further Cut Low-B Ratings on Four Notes
STRUCTURED ASSET: Losses Cue Moody's to Take Neg. Rating Actions

TASMAN CDO: Bad Loan Quality Cues Moody's to Junk Note Rating
TAZLINA FUNDING: Moody's Junks Rating on $6 Million Class E Notes
TEREX CORP: Moody's Holds Low-B Ratings on $1.1 Billion Notes
THEATER XTREME: Closes Pennsylvania and Delaware Retail Stores
THOMAS BAYLY: Case Summary & 19 Largest Unsecured Creditors

TRENTON CONVALESCENT: Organizational Meeting Set for November 14
TRICADIA CDO: Moody's Junks Ratings on Three Certificate Classes
UAL CORP: Issues 600,000+ Shares to Eligible Claimholders
WACHOVIA BANK: Moody's Holds Ba1 Ratings on Three Cert. Classes
WCI COMMUNITIES: Financial Woes Prompt Moody's to Junk Ratings

WESTLAKE CHEMICAL: Moody's Rates $250 Mil. Revenue Bonds at Ba3
ZAIS INVESTMENT: Moody's Cuts Rating on $50 Million Notes to Ba1

* Fitch Completes Review of U.S. Subprime RMBS Transactions

* Stephen Jones Joins Mesirow as Executive Vice President

* BOND PRICING: For the Week of Nov. 5 - Nov. 9, 2007


                             *********

ABFC TRUST: S&P Downgrades Ratings on 26 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 26
classes of asset-backed certificates from nine ABFC Trust series.  
At the same time, S&P placed its rating on one class on
CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on the remaining 76 classes from 15 ABFC
Trust transactions issued between 2002 and 2004.
     
The downgrades affect nine of the 15 transactions S&P reviewed:
one of the four deals from the 2002 vintage; two of the three from
the 2003 vintage; and six of the eight from the 2004 vintage.  The
downgraded classes reflect a high amount of severe delinquencies
(90-plus days, foreclosures, and REOs) and a reduction in credit
enhancement as a result of monthly realized losses.  As of the
October 2007 remittance period, severe delinquencies for series
2002-NC1 were 28.23% of the current pool balance, while losses
outpaced excess interest by approximately 2.5x over the past six
months.  

The downgraded 2003 and 2004 transactions had weighted average
severe delinquencies of 10.43% and 13.52% of their current pool
balances, respectively, and losses outpaced excess interest by an
average of approximately 2.0x and 2.4x over the past six months.  
The overcollateralization target is 50 basis points for all
transactions and is currently 22 bps below target for the
downgraded 2002 transaction (series 2002-NC1), 16 bps and 17 bps
below target for both downgraded 2003 transactions (series 2003-
AHL1 and 2003-OPT1, respectively), and as high as 35 bps (series
2004-opt1) and as low as 7 bps (series 2004-ff1) below target for
the downgraded 2004 transactions.
     
The affirmations reflect sufficient credit enhancement levels to
support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.  All ratings from transactions
that did not experience downgrades (series 2002-OPT1, 2002-WF1,
2002-WF2, 2003-WMC2, 2004-OPT3, and 2004-OPT5)
are currently at or above their original levels.  The weighted
average severe delinquencies for these transactions, as a
percentage of the current pool balances, were 15.42% for the 2002
vintages, 10.43% for the 2003 vintages, and 12.48% for the 2004
vintages.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  Five of these series--
2003-OPT1, 2004-OPT2, 2004-OPT3, 2004-OPT4, and 2004-OPT5--have
mortgage insurance for a percentage of their loans.  The insurance
is issued by PMI Mortgage Insurance Co., which has a financial
strength rating of 'AA/Watch Neg'.  The collateral consists
primarily of adjustable- and fixed-rate mortgage loans.


                        Ratings Lowered

                           ABFC Trust
                   Asset-backed certificates
                                        Rating
                                        ------
            Series       Class         To     From
            ------       -----         --     ----
            2002-NC1     M-2           BBB    A
            2002-NC1     M-3           CCC    BBB
            2002-NC1     M-4           CCC    BBB-
            2003-AHL1    M-3           BBB+   AA
            2003-AHL1    M-4           BB     A
            2003-AHL1    M-5           B      BBB
            2003-OPT1    M-5           BB     BBB
            2003-OPT1    M-6           B      BBB-
            2004-AHL1    M-6           BB-    BBB-
            2004-AHL1    M-7           B      BB+
            2004-HE1     M-5           BB     A
            2004-HE1     M-6           B      BBB+
            2004-HE1     M-7           B      BBB+
            2004-HE1     M-8           CCC    BBB
            2004-OPT1    M-5           BB     BBB
            2004-OPT1    M-6           B      BBB-
            2004-OPT1    B             CCC    BB
            2004-OPT4    M-5           BB     BBB+
            2004-OPT4    M-6           B      BBB
            2004-OPT4    M-7           B-     BBB
            2004-FF1     M-4           BB     BBB+
            2004-FF1     M-5           B      BBB
            2004-FF1     M-6           CCC    BBB-
            2004-FF1     M-7           CCC    BBB-
            2004-OPT2    M-6           BB     BBB
            2004-OPT2    B             BB     BBB-

              Rating Placed on Creditwatch Negative

                            ABFC Trust
                    Asset-backed certificates

                                        Rating
                                        ------
         Series       Class       To              From
         ------       -----       --              ----
         2004-FF1     M-3         A-/Watch Neg    A-

                        Ratings Affirmed

                           ABFC Trust
                   Asset-backed certificates

             Series       Class              Rating
             ------       -----              ------
             2002-OPT1    AIO-INV            AAA
             2002-OPT1    M-1                AA+
             2002-OPT1    M-2                AA-
             2002-OPT1    M-3                A
             2002-OPT1    M-4                BBB
             2002-OPT1    M-5                BBB-
             2002-NC1     M-1                AA+
             2002-WF1     M-1                AAA
             2002-WF1     M-2                A
             2002-WF1     M-3                BBB
             2002-WF1     B                  BBB-
             2002-WF2     A-2                AAA
             2002-WF2     M-1                AA+
             2002-WF2     M-2                A
             2002-WF2     M-3                BBB
             2003-AHL1    AI, M-1, M-2       AAA
             2003-OPT1    A-1, A-1A, A-3     AAA
             2003-OPT1    M-1                AA+
             2003-OPT1    M-2                AA
             2003-OPT1    M-3                A+
             2003-OPT1    M-4                A-
             2003-WMC1    M-1                AA+
             2003-WMC1    M-2                A
             2003-WMC1    M-3                A-
             2003-WMC1    M-4                BBB+
             2003-WMC1    M-5                BBB
             2003-WMC1    M-6                BBB-
             2004-AHL1    M-1                AAA
             2004-AHL1    M-2                AA
             2004-AHL1    M-3                A+
             2004-AHL1    M-4                BBB+
             2004-AHL1    M-5                BBB
             2004-HE1     M-1                AA+
             2004-HE1     M-2                AA
             2004-HE1     M-3                AA-
             2004-HE1     M-4                A+
             2004-OPT1    M-1                AA
             2004-OPT1    M-2                A
             2004-OPT1    M-3                A-
             2004-OPT1    M-4                BBB+
             2004-OPT3    A-1, A-4           AAA
             2004-OPT3    M-1                AA
             2004-OPT3    M-2                A
             2004-OPT3    M-3                A-
             2004-OPT3    M-4                BBB+
             2004-OPT3    M-5                BBB
             2004-OPT3    M-6                BBB-
             2004-OPT4    A-1, A-2           AAA
             2004-OPT4    M-1                AA
             2004-OPT4    M-2                A+
             2004-OPT4    M-3                A
             2004-OPT4    M-4                A-
             2004-FF1     M-1                AA
             2004-FF1     M-2                A
             2004-OPT2    A-1, A-1A, A-2     AAA
             2004-OPT2    M-1                AA
             2004-OPT2    M-2                A+
             2004-OPT2    M-3                A
             2004-OPT2    M-4                A-
             2004-OPT2    M-5                BBB+
             2004-OPT5    A-1, A-4           AAA
             2004-OPT5    M-1                AA+
             2004-OPT5    M-3                AA-
             2004-OPT5    M-4                A
             2004-OPT5    M-5                A-
             2004-OPT5    M-6                BBB+
             2004-OPT5    M-7                BBB-


ACCESS PHARMA: Arranges a $19.5 Million Recapitalization
--------------------------------------------------------
Access Pharmaceuticals Inc. has executed arrangements for a
$19.5 million recapitalization.  The company has entered
into agreements with institutional investors to purchase an
aggregate of $9.5 million in gross proceeds of the company's newly
issued Series A Convertible Preferred Stock.

Lead investors in the placement transaction include SCO Capital
Partners and Perceptive Life Sciences.  In addition SCO Capital
Partners, Oracle Partners and certain of their affiliates have
agreed to exchange $10 million principal amount of senior debt
into Series A Convertible Preferred Stock.
    
"We are delighted to complete this placement to high-quality
institutional investors," Stephen R. Seiler, Access' president and
CEO, said.  "The new capital will enable us to further a number of
key objectives including pursuing and expanding our clinical trial
program for Access' anti-cancer compound, ProLindac, a novel,
proprietary DACH platinum which is in Phase 2 development."

"The exchange of convertible debt for Series A Convertible
Preferred Stock also allows us to achieve what was one of our
major corporate goals for 2007, which is to simplify our capital
structure and replace debt having a short-term maturity with
permanent capital," Mr. Seiler added.
    
Pursuant to the securities purchase agreements, the company will,
subject to the completion of the closing, issue to the new
investors Series A Convertible Preferred Stock initially
convertible into 3,179,999 shares of the company's common stock.

The investors will also receive warrants to purchase an additional
1,590,000 shares of the company's common stock at an
exercise price of $3.50.  In exchange for their outstanding
$10 million principal amount of convertible notes presently
convertible into 6,257,544 shares of common stock, the company
will, after the closing, issue to SCO Capital Partners, Oracle
Partners and certain of their affiliates, Series A Convertible
Preferred Stock initially convertible into 6,792,877 shares of
common stock.

In addition, the current note holders will receive warrants to
purchase 1,669,167 shares of common stock at an exercise price
of $3.50.  
    
Closing of the transaction is subject to the fulfillment of
customary and usual closing conditions.
    
Rodman & Renshaw LLC, a wholly owned subsidiary of Rodman &
Renshaw Capital Group Inc. acted as the exclusive placement agent
for the transaction.
    
                 About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging   
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.  
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.

Access Pharmaceuticals reported total assets of $3.6 million and
total liabilities of $19.1 million at June 30, 2007, resulting in
a $15.5 million total stockholders' deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 13, 2007,
Whitley Penn LLP, in Dallas, expressed substantial doubt about
Access Pharmaceuticals Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations, net
working capital deficiency and accumulated deficit.


ALLTEL CORP: Increased Leverage Cues S&P to Cut Rating to B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Little
Rock, Arkansas-based wireless carrier ALLTEL Corp., including its
corporate credit rating, which was lowered to 'B+' from 'BB'.  The
ratings were removed from CreditWatch where they had been placed
with negative implications since Feb. 23, 2007.  The outlook is
negative.
      
"The downgrade is due to an expected substantial increase in the
company's leverage to around 8x when its leveraged buyout is
completed," said Standard & Poor's credit analyst Catherine
Cosentino.
     
At the same time, S&P assigned its 'BB-' rating and '2' recovery
rating to a $16.25 billion senior secured credit facility being
issued by intermediate holding company ALLTEL Communications Inc.  
The '2' recovery rating indicates S&P's expectation of substantial
(70%-90%) recovery in the event of a payment default.
     
S&P also assigned a 'B-' rating to ALLTEL Communications' proposed
$2 billion of senior unsecured notes, and lowered the rating on
the existing $2.3 billion of senior unsecured notes at ALLTEL
Corp. to 'B-' from 'BB'.  The rating on the subordinated notes at
Western Wireless LLC was lowered as well
to 'B-' from 'BB'.  The unsecured and subordinated debt ratings
are two notches below the corporate credit rating because of the
substantial concentration of priority debt in the capital
structure, primarily $14 billion of term loan B secured bank debt.
     
Proceeds from the secured and unsecured debt issuances, together
with planned draws on $5.7 billion of cash pay and paid-in-kind
toggle senior unsecured bridge facilities, will be used to fund
the company's buyout by sponsors TPG Capital and Goldman Sachs, as
well as repurchase about $389 million in existing ALLTEL debt
issues at ALLTEL Communications Inc. and ALLTELOhio L.P.
     
The ratings on these existing issues were not lowered, and S&P
will withdraw these ratings when the financing transactions are
completed.  S&P also did not lower the 'BB' rating on the
company's $1.5 billion unsecured revolving credit facility, but
will withdraw this rating upon completion of the transactions.  
However, S&P withdrew the 'A-2' short-term and commercial
paper ratings on ALLTEL.  Pro forma for the LBO, the company will
have about $24 billion of total debt outstanding.
     
The ratings on ALLTEL reflect the company's satisfactory business
position, characterized by a stable to moderately growing
subscriber and revenue base and a good market position in the
wireless services sector.  While company's leverage is high at
around 8x, the favorable characteristics of its business support
the rating.  As a result of its very aggressive financial profile,
the company is expected, at best, to generate very modest net free
cash flow after capital expenditures in the next few years.  In
particular, capital expenditures for this business continue to be
significant, at about $1 billion annually, to accommodate
subscriber growth, improved network coverage and quality, and new
data applications.  Moreover, increases in postpaid churn and
accelerated price competition from the national wireless carriers
would further weaken the company's cash flow.
     
ALLTEL is the largest regional wireless carrier in the U.S., with
more than 12 million customers in 35 states.  Its network covers
nearly 80 million population equivalents.


ALPHA MEZZ: Moody's Puts B1 Rating Under Review for Likely Cut
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Alpha Mezz
CDO 2007-I, Ltd. on review for possible downgrade:

Class Description: $70,000,000 Class II Senior Floating Rate Notes
Due 2047

   -- Prior Rating: Aaa

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

Class Description: $30,000,000 Class III Senior Floating Rate
Notes Due 2047

   -- Prior Rating: Aa2

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

Class Description: $5,000,000 Class IV Senior Floating Rate Notes
Due 2047

   -- Prior Rating: Aa3

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

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

Class Description: $23,000,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2047

   -- Prior Rating: A2

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

Class Description: $22,500,000 Class VI Mezzanine Floating Rate
Deferrable Notes Due 2047

   -- Prior Rating: Baa2

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

Class Description: $7,000,00 Class VII Mezzanine Floating Rate
Deferrable 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.


ALTIUS III: Poor Credit Quality Cues Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Altius III
Funding, Ltd. on review for possible downgrade:

Class Description: $88,000,000 Class B Floating Rate Notes Due
2041

   -- Prior Rating: Aa2

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

Class Description: $23,000,000 Class C Floating Rate Deferrable
Notes Due 2041

   -- Prior Rating: A2

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

Class Description: $19,000,000 Class D Floating Rate Deferrable
Notes Due 2041

   -- Prior Rating: Baa2

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

Class Description: $6,000,000 Class E Floating Rate Deferrable
Notes Due 2041

   -- Prior Rating: Ba1

   -- 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.


AMERIQUEST MORTGAGE: Delinquent Loans Cue Moody's to Junk Ratings
-----------------------------------------------------------------
Moody's downgrades ratings of 16 tranches of RMBS backed by
scratch and dent collateral issued by Ameriquest Mortgage
Securities, Inc.

Moody's Investors Service has downgraded the ratings of 16
tranches issued in four separate Ameriquest Mortgage Securities,
Inc. mortgage transactions.  The collateral backing each tranche
consists primarily of first-lien, fixed- and adjustable-rate
scratch and dent mortgage loans.

Each deal being reviewed has experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has been reduced from losses.

Downgrades for the 2004-X1 transaction have resulted from a
significant slowdown of prepayment speeds and the rapid pace of
losses resulting from a higher than anticipated delinquency
pipeline build-up and higher severities of losses upon liquidation
of small balance mortgage collateral.

Complete rating actions are:

Issuer: Ameriquest Mortgage Securities Inc., Quest Trust 2004-X1

   -- Cl. M-1; Downgraded from A2 to Ba2

   -- Cl. M-2; Downgraded from Ba3 to Caa2

   -- Cl. M-3; Downgraded from B3 to C

   -- Cl. M-4; Downgraded from Caa3 to C

Issuer: Ameriquest Mortgage Securities Inc., Quest Trust 2004-X2

   -- Cl. M-4; Downgraded from Baa2 to Ba3

   -- Cl. M-5; Downgraded from Baa3 to B3

Issuer: Ameriquest Mortgage Securities Inc., Quest Trust 2004-X3

   -- Cl. M-4; Downgraded from Baa2 to Ba3

   -- Cl. M-5; Downgraded from Baa3 to Caa1

   -- Cl. M-6; Downgraded from Ba2 to Caa3

   -- Cl. M-7; Downgraded from B1 to C

Issuer: Ameriquest Mortgage Securities Inc., Quest Trust 2005-X2

   -- Cl. M-1; Downgraded from A2 to Baa2

   -- Cl. M-2; Downgraded from A3 to Baa3

   -- Cl. M-3; Downgraded from Baa1 to Ba2

   -- Cl. M-4; Downgraded from Baa2 to B1

   -- Cl. M-5; Downgraded from Baa3 to B3

   -- Cl. M-6; Downgraded from Ba1 to Caa1


AMP AA: Moody's Junks Note Ratings Due to Credit Quality Decline
----------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by AMP AA
CDO 2.5-4.5 Notes:

Class Description: $16,000,000 AMP AA CDO 2.5-4.5 Notes

   -- Prior Rating: A1

   -- Current Rating: Ca

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.


AMP AA: Poor Credit Quality Prompts Moody's to Junk Note Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by AMP AA CDO 4.5-9.0 Notes:

Class Description: $9,000,000 AMP AA CDO 4.5-9.0 Notes

   -- Prior Rating: Aa2

   -- Current Rating: Caa3, on review for possible downgrade

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


AMP CDO: Moody's Downgrades Rating on $200 Million Notes to Ba1
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by AMP CDO
2006-1 on review for possible downgrade:

Class Description: $200,000,000 Variable Notes due 2053

   -- Prior Rating: Aa3

   -- Current Rating: Ba1, on review for possible downgrade

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


APP PHARMACEUTICALS: Moody's Assigns Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
to APP Pharmaceuticals, LLC, a subsidiary of APP Pharmaceuticals,
Inc.  Moody's also assigned a Ba3 rating to APP's proposed
offering of $1.15 billion of senior secured credit facilities,
consisting of a $150 million revolving credit facility and
$1.0 billion of term loans.  In addition, Moody's assigned a
Speculative Grade Liquidity rating of SGL-2, reflecting Moody's
belief that the company will have good liquidity for the twelve
months ending December 2008. The outlook for the ratings is
stable.  This is the first time Moody's has assigned ratings to
APP.

The rated debt is approximately $1.2 billion.

The ratings are constrained by the increase in financial leverage
and deterioration of credit metrics resulting from the incremental
debt.  In addition, Moody's believes there is event risk
associated with the complex and highly regulated manufacturing and
supply processes in the injectable pharmaceutical industry.  In
the past the company has experienced events of this nature
including a voluntary plant shut-down in 2005 in order to upgrade
and re-validate a manufacturing facility and constraints on the
availability of certain products.  The ratings are also
constrained by the limited scale of the company.

However, the ratings are supported by Moody's expectation for
improvement in credit metrics over the next twelve to eighteen
months resulting from debt repayment, the launch of new products
from a strong pipeline, and favorable industry fundamentals.  In
addition, APP benefits from very high barriers to entry in the
injectable, generic pharmaceutical industry and has demonstrated a
track record of competing successfully with larger pharmaceutical
companies.  Moody's also believes that infrastructure investments
in recent years should support increased manufacturing capacity
and could reduce the likelihood of a manufacturing or supply
event.

All ratings are subject to review of final documentation.  Ratings
assigned are:

APP Pharmaceuticals:

   -- $150 million senior secured revolving credit facility due
      2012; Ba3, LGD3, 34%

   -- $500 million senior secured Tranche A term loan due 2013;
      Ba3, LGD3, 34%

   -- $500 million senior secured Tranche B term loan due 2013;
      Ba3, LGD3, 34%

   -- Corporate Family Rating; Ba3

   -- Probability of Default Rating; B1

   -- Speculative Grade Liquidity Rating; SGL-2

The outlook for the ratings is stable.

APP will be a newly formed entity resulting from the separation of
Abraxis BioScience Inc. (NASDAQ: ABBI) into two independent,
publicly traded companies.  APP is a leading developer,
manufacturer and supplier of injectable generic pharmaceuticals
used primarily in hospitals, long-term care facilities and clinics
within North America.  The company supplies injectable drugs in
four main therapeutic categories, including oncology, anti-
infective, critical care and anesthesia/analgesic.


APP PHARMACEUTICALS: High Debt Leverage Cues S&P's "BB" Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Schaumburg, Illinois-based generic drug maker APP
Pharmaceuticals Inc.  The outlook is stable.
     
At the same time, S&P assigned its bank loan and recovery ratings
to APP's $1.15 billion proposed financing, comprising a $500
million term loan A and $500 million term loan B, both due 2013,
and a $150 million revolving credit facility due 2012. The senior
secured credit facilities are rated 'BB+', with a recovery rating
of '2', indicating the expectation for substantial (70%-90%)
recovery in the event of a payment default.       

"The ratings on APP reflect the company's high debt leverage and
niche position in the generic drug industry," said Standard &
Poor's credit analyst Arthur Wong.  "These factors are offset
partially by the company's solid industry position, well-stocked
product pipeline, and expected steady deleveraging over the
intermediate term."
     
APP is the injectable generic drug business of Abraxis Bioscience,
which is spinning off its proprietary biotechnology business into
a separate, publicly traded company.  APP will use the proceeds of
the debt offering to repay existing Abraxis debt and capitalize
Abraxis' spun-off biotechnology business.


ARCA 2006: Poor Credit Quality Cues Moody's to Junk Note Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Arca 2006-II, Ltd:

Class Description: $70,000,000 Class II Funded Senior Notes Due
2047

   -- Prior Rating: Aaa

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $56,000,000 Class III Funded Senior Notes Due
2047

   -- Prior Rating: Aa2

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $28,500,000 Class IV-A Funded Mezzanine
Deferrable Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: B1, on review for possible downgrade

Class Description: $11,000,000 Class IV-B Funded Mezzanine
Variable Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: B1, on review for possible downgrade

Class Description: $36,500,000 Class V Funded Mezzanine Deferrable
Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: Caa2, on review for possible downgrade

Class Description: $7,000,000 Class VI Funded Mezzanine Deferrable
Notes Due 2047

   -- Prior Rating: Baa3

   -- Current Rating: Caa3, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $10,000,000 Class VII Funded Mezzanine
Deferrable Notes Due 2047

   -- Prior Rating: Ba1

   -- Current Rating: Ca

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


ARCA FUNDING: Moody's Puts Six Junk-Rated Notes Under Neg. Watch
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Arca Funding 2006-I, Ltd:

Class Description: $99,500,000 Class II Funded Senior Notes Due
2046

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

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $59,500,000 Class III Funded Senior Notes Due
2046

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

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: $17,000,000 Class IV Funded Senior Notes Due
2046

   -- Prior Rating: A3

   -- Current Rating: Caa3, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $17,000,000 Class V Funded Mezzanine Notes Due
2046

   -- Prior Rating: Baa3

   -- Current Rating: Ca

Class Description: $17,000,000 Class VI Funded Mezzanine Notes Due
2046

   -- Prior Rating: Ba2

   -- Current Rating: Ca

Class Description: $7,000,000 Class VII Funded Mezzanine Notes Due
2046

   -- Prior Rating: Ba3

   -- Current Rating: Ca

Class Description: $7,000,000 Class VIII Funded Mezzanine Notes
Due 2046

   -- Prior Rating: Caa1

   -- Current Rating: Ca

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


ARINC INC: S&P Rates $575 Million Credit Facility at B+
-------------------------------------------------------
Standard & Poor's Ratings Services assigned bank loan and recovery
ratings to ARINC Inc.'s $770 million secured credit facility.  The
$575 million first-lien credit facility is assigned a 'B+' rating
and '2' recovery rating, indicating expectations of substantial
(70%-90%) recovery of principal in the event of payment default.  
The $195 million second-lien credit facility is assigned a 'CCC+'
rating and '6' recovery rating, indication expectations of
negligible (0%-10%) recovery.  The proceeds from the credit
facilities were used to partially finance the acquisition of the
company by the Carlyle Group.  See the recovery report, "ARINC
Inc.'s $770 Million Bank Financing," to be published on
RatingsDirect immediately following release of this article, for
the full recovery analysis.
     
Annapolis, Maryland-based ARINC (B/Stable/--) is a leading
provider of engineering services to the U.S. military and other
government agencies (59% of 2006 revenues), mission-critical
communications and IT services to the global aviation industry
(24%), and communications and information systems for airports and
surface transportation systems (17%).
     
The corporate credit rating on ARINC is 'B' and the outlook is
stable.  "The rating reflects its weak credit protection measures
as a result of very high debt leverage following the acquisition
by Carlyle, which more than offset the company's leading position
in niche markets and adequate profitability and liquidity," said
Standard & Poor's credit analyst Christopher DeNicolo.  


Ratings List

ARINC Inc.
Corporate Credit Rating             B/Stable/--

Ratings Assigned
$575 Mil. 1st-Lien Credit Facility  B+
   Recovery Rating                   2
$195 Mil. 2nd-Lien Credit Facility  CCC+
   Recovery Rating                   6


ASSET SECURITIZATION: Loan Payoff Cues Fitch to Lift Ratings
------------------------------------------------------------
Fitch upgrades these classes of Asset Securitization Corporation's
commercial mortgage pass-through certificates, series 1996-MD VI:

  -- $56.0 million class A-7 to 'AAA' from 'A+';
  -- $35.8 million class B-1 to 'AAA from 'BB';
  -- $1,000 class B-1H to 'AAA from 'BB'.

Classes A-4, A-5, and A-6 have been paid in full.  Classes A-1C,
interest only class CS-3, A-2 and A-3 are not rated by Fitch.

The upgrades are due to the October 2007 payoff of two loans, MHP
Portfolio and Palmer Square.  One defeased loan remains in the
pool: The Columbia Sussex.  The security is scheduled to mature on
August 11, 2016, but has an optional prepayment date of August 11,
2011.


AVADO BRANDS: Selling All Assets Without Stalking Horse Bidder
--------------------------------------------------------------
Avado Brands Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
sell substantially all of their assets free and clear of all liens
and interests.

The Debtors disclose that they are selling their assets without
a stalking horse bidder, however, 14 bidders have qualified as
potential buyers as of Nov. 7, 2007.

The aggregate purchase price for the assets is yet to be
determined.

To participate in the auction, bids must be accompanied by a cash
deposit up to 5% more than the value of the bid; provided that the
Debtors' DIP lender, DDJ Capital Management LLC, is not required
to post any cash deposit in order to qualify to purchase the
assets.

In addition, DDJ Capital is entitled to a credit bid of its
entire secured claim up to approximately $51.5 million pursuant
to Section 363(k) of the Bankruptcy Code.  However, the Court has
yet to confirm approval of DDJ Capital's credit bid right.

On Oct. 16, 2007, the Court approved the Debtors' proposed bidding
procedure regarding the sale of their assets.

The Debtors have proposed an auction to be held on Nov. 14, 2007.

A hearing to consider approval of the sale of the Debtors' assets
is scheduled to be held on Nov. 20, 2007, at 11:30 a.m, 824 Market
Street, 5th Floor, Courtroom 4 in Wilmington, Delaware.

The Debtors said that Lane Berry & Co. International LLC, as
financial advisors, will assist them to market and sell all of
their assets.

                       About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining   
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.


AVENTINE HILL: Moody's May Further Cut B2 Rating on $19.5MM Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Aventine
Hill CDO I, Ltd. on review for possible downgrade:

Class Description: $414,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $111,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $12,375,000 Class I Subordinated Notes Due 2047

   -- Prior Rating: Ba3

   -- Current Rating: Ba3, on review for possible downgrade

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

Class Description: $96,750,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa2

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

Class Description: $39,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $28,500,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $19,500,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

   -- Prior Rating: Baa3

   -- 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.


BANC OF AMERICA: Moody's Holds Ba3 Rating on $2 Mil. Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight classes
and affirmed the ratings of nine classes of Banc of America Large
Loan, Inc., Commercial Mortgage Pass-Through Certificates, Series
2006-BIX1 as:

   -- Class A-1, $68,257,627, Floating, affirmed at Aaa

   -- Class A-2, $223,462,130, Floating, affirmed at Aaa

   -- Class X-1A, Notional, affirmed at Aaa

   -- Class X-1B, Notional, affirmed at Aaa

   -- Class X-2, Notional, affirmed at Aaa

   -- Class X-3, Notional, affirmed at Aaa

   -- Class X-4, Notional, affirmed at Aaa

   -- Class X-5, Notional, affirmed at Aaa

   -- Class B, $15,035,235, Floating, upgraded to Aaa from Aa1

   -- Class C, $43,214,117, Floating, upgraded to Aaa from Aa2

   -- Class J-CP, $4,285,492, Floating, upgraded to A1 from Baa1

   -- Class K-CP, $6,353,866, Floating, upgraded to A2 from Baa2

   -- Class L-CP, $12,459,759, Floating, upgraded to Baa1 from
      Baa3

   -- Class J-CA, $1,374,209, Floating, upgraded to A1 from Baa1

   -- Class K-CA, $941,439, Floating, upgraded to A2 from Baa2

   -- Class L-CA, $1,094,685, Floating, upgraded to A3 from Baa3

   -- Class M-MC, $2,000,000, Floating, affirmed at Ba3

Approximately $378.5 million of structured securities are
affected.

The Certificates are collateralized by three whole loans and 11
senior participation interests secured by 58 properties.  The
loans range in size from 1.7%to 34.2% of the pool based on current
principal balances.  As of the October 15, 2007 distribution date,
the transaction's aggregate certificate balance has decreased by
approximately 53.5% to $576.0 million from $1.2 billion at
securitization as the result of the payoff of four loans, partial
property releases associated with three loans and amortization
associated with three loans.  Classes A-1, A-2, B and C are pooled
classes which benefit from pool diversity, while classes non-
pooled Classes J-CP, K-CP, L-CP, J-CA, K-CA, L-CA and M-MC depend
on the performance of the CarrAmerica - Pool 3 National Portfolio
Loan, the CarrAmerica - Pool 2 Portfolio Loan and the 770 M Street
Loan respectively for debt service and ultimate repayment.

Moody's current weighted average loan to value ratio ("LTV") is
68.2%, compared to 72.3% at securitization.  Moody's is upgrading
Classes B and C due to increased credit support.  Classes J-CP, K-
CP, L-CP, J-CA, K-CA and L-CA have been upgraded due to decreased
leverage from property releases.

The CarrAmerica - Pool 3 National Portfolio Loan ($196.7 million -
- 34.2%) represents the 40.0% portion of a $491.8 million pari
passu loan.  There is also a $202.0 million non-trust junior
secured loan and a $217.9 million mezzanine loan.  The loan is
secured by 37 office properties located in eight major office
markets located in six states.  The portfolio contains
approximately 12.4 million square feet, of which 7.2 million
square feet represents the loan sponsor's wholly-owned interests
and its percentage ownership interests in joint venture
properties.  At securitization the portfolio contained
19.4 million square feet, of which 13.9 million square feet was
collateral for the loan.  The outstanding pool balance has
decreased by 68.7% since securitization due to property releases
and the related release premiums.  A portion of the debt
(allocated to 15 properties) is not secured by real estate but is
secured by a pledge of an assignment of cash flow, refinance and
sale proceeds.  These properties represent 59.5% of the total net
rentable area and 18.4% of the allocated loan balance.  As of
June 2007 the portfolio had a weighted average occupancy of 84.9%,
compared to 89.1% at securitization for the original portfolio and
87.8% for the current portfolio.  At securitization the Blackstone
Group, the loan sponsor provided a guaranty to expend
$88.5 million on capital improvements, tenant improvements and
leasing commissions.  Moody's LTV is 64.8%, compared to 74.7% at
securitization.  Moody's current shadow rating is A1, compared to
A3 at securitization.

The Greece Ridge Center Loan ($72.0 million - 12.5%) is secured by
872,198 square feet of space of a 1.6 million square foot regional
mall located in Greece, New York.  The mall is shadow anchored by
J.C. Penney (Moody's senior unsecured rating Baa3; stable
outlook), The Bon-Ton (Moody's senior unsecured rating B3; stable
outlook), Sears and Kaufmann's (parent Macy's Inc. - Moody's
senior unsecured shelf rating (P)Baa2; stable outlook).  As of
April 2007 occupancy was 87.2%, compared to 88% at securitization.
Vacancy includes the second floor of the former Montgomery Ward
space that is considered functionally obsolete.  In-line tenant
sales for calendar year 2006 were $293 per square foot, compared
to $299 at securitization.  In-line tenant sales for the first six
months of 2007 were approximately 4.3% higher than the same period
in 2006.  The loan sponsor is The Macerich Partnership LP.  The
mall is managed by Wilmorite Inc.  Moody's LTV is 73.9%, the same
as at securitization. Moody's current shadow rating is Baa3, the
same as at securitization.

The Desert Sky Mall Loan ($40.0 million - 6.9%) is secured by
444,551 square feet of retail space in a 899,190 square foot
regional mall located in Phoenix, Arizona.  The mall is shadow
anchored by Sears, Dillard's (Moody's senior unsecured rating B1;
stable outlook), Burlington Coat Factory (Moody's senior unsecured
rating B3; stable outlook) and La Curacao, which opened in
September 2007.  The addition of La Curacao is part of the mall's
redevelopment that includes both interior and exterior upgrades.  
As of July 2007 in-line space was 85.5% occupied, compared to
84.8% at securitization. For the trailing 12-month period ending
June 2007 mall shop sales were $308 per square foot, compared to
$327 per square foot at securitization.  The loan sponsor is The
Macerich Partnership LP.  Moody's LTV is 70.0%, the same as at
securitization. Moody's current shadow rating is Baa3, the same as
at securitization.

The One Pepsi Way Loan ($40.0 million -- 6.9%) is secured by a
520,000 square foot office building located in Somers, New York.  
As of June 2007 the property was leased to two tenants, Pepsi
Bottling Group (69.2% of NRA) and General Motors (8.8% of NRA).  
The leases expire in December 2010 and February 2011 respectively.
The building's leasing status has not changed since
securitization.  Moody's LTV is 64.7%, the same as at
securitization.  Moody's current shadow rating is Baa3, the same
as at securitization.

The JER Denver Office Portfolio Loan ($38.5 million -- 6.7%) is
secured by four office properties located in the southeast Denver,
Colorado submarkets of Greenwood Village and Centennial.  The
properties contain a total of 788,318 square feet.  Since
securitization two additional office properties that were
originally in the portfolio were released from the loan security.  
The outstanding trust debt has decreased by approximately 23.8%
since securitization due to property releases.  As of August 2007
the portfolio was 88.4% occupied, compared to 92.0% at
securitization.  Comcast Cable Communications Inc. (September 2008
lease expiration; Moody's senior unsecured rating (P)Baa2; stable
outlook) and Time Warner Telecom Inc. (October 2015 lease
expiration; Moody's senior unsecured rating Caa1; stable outlook)
account for 20.0% and 16.0% of total rentable area, respectively.  
Moody's LTV is 73.3%, compared to 73.0% at securitization. Moody's
shadow rating is Ba1, the same as at securitization.

The CarrAmerica -- Pool 2 Portfolio Loan ($23.7 million -- 4.1%)
represents the 40.0% portion of a $59.2 million pari passu loan.  
There is also a $22.8 million non-trust junior secured loan and a
$21.6 million mezzanine loan.  The loan is secured by four office
properties located in San Mateo, California, Mountain View,
California and Austin, Texas (2 properties).  The portfolio
contains approximately 719,027 square feet, compared to
2.1 million square feet in 11 properties at securitization.  The
outstanding pool balance has decreased by approximately 73.7%
since securitization due to property releases and the related
release premiums.  As of June 2007 the portfolio had a weighted
average occupancy of 96.5%, compared to 92.0% at securitization
for the original portfolio and 95.5% for the current portfolio.  
At securitization the Blackstone Group, the loan sponsor, provided
a guaranty to expend $9.8 million on capital improvements, tenant
improvements and leasing commissions.  Moody's LTV is 60.3%,
compared to 70.8% at securitization.  Moody's current shadow
rating is A1, compared to A3 at securitization.


BARCLAYS CAPITAL: S&P Puts 'BB+' Rating Under Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on six
classes of the Barclays Capital Commercial Real Estate LLC Grantor
Trust certificates from Terra LNR I Ltd. on CreditWatch with
developing implications.  The class A-1 and A-2 certificates, both
rated 'AAA', are not affected by this action.
     
The CreditWatch placements follow the Nov. 2, 2007, downgrades of
Centex Corp. (to 'BBB-' from 'BBB'), Lennar Corp. (to 'BB+ from
'BBB'), and Pulte Homes (to 'BB+' from 'BBB-').  The ratings on
the certificates from Terra LNR 1 depend partially on the ratings
on these three companies, which provide two types of financial
guarantees to the loan collateral.  Aside from the downgrades of
these three U.S. homebuilders, the Terra LNR I trust has benefited
from increased credit support levels due to loan payoffs and
principal balance reductions in the remaining three loans.  As a
result, the placement of the ratings on CreditWatch with
developing implications could lead to both positive and negative
actions.
     
Based on the Oct. 15, 2007, trust remittance report, the three
remaining loans are collateralized by West Park Master Planned
Community, Potomac Yards, and Stetson Valley.  As of the October
trust remittance, the trust had a remaining principal balance of
$206.9 million, down from $569.8 million at issuance.  The loans
are secured by mortgaged parcels of land that are being developed
into residential home sites for sale to affiliates of the three
homebuilders noted above.  The repayment of the mortgage loans
depends on the pace and price at which the home sites are sold.
The loan is current.
     
Standard & Poor's is currently evaluating the collateral
performance of these three projects and the impact that the
lowered ratings on Centex, Lennar, and Pulte could have on their
ability to meet required financial guarantees.  S&P will resolve
the CreditWatch placements affecting the Terra LNR I certificates
once S&P complete its evaluation.


            Ratings Placed on Creditwatch Developing

                        Terra LNR I Ltd.
           Barclays Capital Commercial Real Estate LLC
                   Grantor Trust certificates

                               Rating
                               ------
                 Class  To                 From
                 -----  --                 ----
                 B      AA/Watch Dev       AA
                 C      A/Watch Dev        A
                 D      A-/Watch Dev       A-
                 E      BBB/Watch Dev      BBB
                 F      BBB-/Watch Dev     BBB-
                 G      BB+/Watch Dev      BB+


                   Other Ratings Outstanding

                       Terra LNR I Ltd.
           Barclays Capital Commercial Real Estate LLC
                  Grantor Trust certificates

                         Class  Rating
                         -----  ------
                         A-1    AAA
                         A-2    AAA


BERNOULLI HIGH: Moody's Puts Ba3-Rated Notes Under Negative Review
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Bernoulli
High Grade CDO II, Ltd. on review for possible downgrade:

Class Description: $555,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes due October 2054

   -- Prior Rating: Aaa

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

Class Description: $56,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due October 2054

   -- Prior Rating: Aa2

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

Class Description: $103,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due October 2054

   -- Prior Rating: Aa3

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

Class Description: $4,000,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes due October 2054

   -- Prior Rating: A3

   -- Current Rating: A3, on review for possible downgrade

Class Description: $3,000,000 Class E Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes due October 2054

   -- Prior Rating: Baa2

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

Class Description: $10,500,000 Class F Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes due October 2054

   -- Prior Rating: Baa3

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $4,500,000 Class G Eighth Priority Mezzanine
Deferrable Secured Floating Rate Notes due October 2054

   -- Prior Rating: Baa3

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $14,000,000 Income Notes due October 2054

   -- Prior Rating: Ba3

   -- 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.


BI-LO LLC: S&P Holds 'B' Rating and Removes Developing Watch
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' rating on BI-
LO LLC and removed it from CreditWatch, where it was placed with
developing implications on April 11, 2007.  This action reflects
S&P's belief that while Greenville, South Carolina-based BI-LO
remains up for sale, S&P do not anticipate Lone Star Funds LLC
closing on a sale in the near term.  The outlook is stable.
      
"We would likely consider a negative outlook if EBITDA declines
due to increased pricing competition and weaker margins, resulting
in weaker credit metrics with lease-adjusted debt to EBITDA
reaching 5x," said Standard & Poor's credit analyst Stella Kapur.


BLUE JAY: Moody's Rates Proposed Senior Credit Facility at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Blue Jay Merger
Corporation's proposed senior secured credit facilities,
consisting of a revolving credit facility due 2013 and a term loan
facility due 2014, and a Caa2 rating to the company's proposed
senior unsecured notes due 2015.  Blue Jay Merger Corporation will
be merged into Sequa Corporation on the close of the proposed
acquisition.  The Corporate Family Rating was assigned at B3 with
a stable outlook.

Approximately $2 billion of debt securities were rated.

The purpose of the proposed debt offerings is to partially finance
the $2.8 billion acquisition of Sequa by private equity sponsor,
Carlyle Group.  Upon the consummation of the merger Sequa will be
the surviving corporation and will assume all of Blue Jay Merger's
obligations.  Sequa's existing 8-7/8% and 9% notes are subject to
redemption requirements under their current indentures, and it is
anticipated that they will be redeemed in their entirety upon
close of the acquisition financing transactions.  Moody's intends
to withdraw all of Sequa's pre LBO ratings, including its B1
Corporate Family Rating and B2 senior notes ratings when the
acquisition financing is completed.

Sequa's B3 Corporate Family Rating reflects high leverage and weak
interest coverage pro forma the Carlyle LBO.  Near term negative
free cash flow resulting from continued investment across business
lines is also a constraint on the rating.  Despite improving
fundamentals, particularly in the company's aerospace segment,
high debt levels resulting from the transaction are expected to
keep credit metrics weak over the near term.

Sequa's Corporate Family Rating benefits from a diverse revenue
base across industries and geography, which provides stability
through individual industry cycles.  However, the credit profiles
of a number of key customers in Sequa's two largest segments,
commercial aerospace (legacy airlines in particular) and
automotive (especially Delphi which is seeking to emerge from
bankruptcy protection) remain of concern.  While the airline
industry is experiencing a modest recovery, the auto business
continues to experience on-going economic difficulties.

The stable ratings outlook reflects Moody's expectations that the
company will continue to grow its revenue base while maintaining
or modestly improving margins from current levels.  The company is
also expected to begin to generate modest amounts of positive free
cash flow as its investment phase winds down over the near term,
which should be applied to modest debt reduction.

Ratings or their outlook may be adjusted upward if operating
results continue to improve such that these metrics are achieved:

Leverage: Debt/EBITDA of less than 6.0 times;

Interest Coverage: EBIT/Interest of greater than 1.5 times;

Cash Flow: RCF/Debt greater than 8% with sustained positive free
cash flow.

Downward ratings pressure may also occur if free cash flow were to
continue to remain negative such that the company's liquidity
profile would be impaired, if the company were to increase debt
materially for any reason, or if operating results were to
deteriorate resulting in these metrics:

Leverage: Debt/EBITDA of greater than 8.0 times;

Interest Coverage: EBIT/Interest remaining less than 1.0 time;

Cash Flow: RCF/Debt less than 5% with continued negative free cash
flow.

Assignments:

Issuer: Blue Jay Merger Corporation

   -- Probability of Default Rating, Assigned B3

   -- Corporate Family Rating, Assigned B3

   -- Senior Secured Revolving Credit Facility due 2013, Assigned
      B1 (LGD3-30)

   -- Senior Secured Bank Term Loan due 2014, Assigned B1
      (LGD3-30)

   -- Senior Unsecured Notes due 2015, Assigned Caa2 (LGD5-83)

   -- Senior Unsecured Discount Notes due 2015, Assigned Caa2
      (LGD5-83)

Sequa Corporation, headquartered in New York, NY, is a diversified
industrial company.  Its operations manufacture and repair jet
engine components, perform metal coating, produce automotive
airbag inflators, cigarette lighters, power outlets and sensors,
and manufacture chemical detergent additives, auxiliary printing
press equipment, emissions control systems and men's formalwear.
Sequa had LTM 9/30/2007 revenues of approximately $2.2 billion.


BOMBAY CO: Sells Headquarters to Goff Capital for $16.35 Million
----------------------------------------------------------------
Goff Capital Inc. will acquire The Bombay Company Inc.'s corporate
headquarters for $16.35 million, Sheryl Jean of the Star Telegram
reports.

The property is a seven-story, 122,000-square-foot building and a
parking garage at 550 Bailey Avenue in Fort Worth, Texas.  The
building, the report says, had been appraised at around
$9 million.

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

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


BON-TON STORES: Weak Sales Cue S&P to Lower Credit Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on York, Pennsylvania-based Bon-Ton Stores Inc. to 'B' from
'B+', and the senior unsecured debt rating to 'CCC+' from 'B-'.  
The two-notch rating differential on the unsecured notes takes
into account the relatively high potential secured debt in the
capital structure.  About $1.27 billion of debt was outstanding at
Aug. 4, 2007.  The outlook is stable.
      
"The rating action follows a trend of weaker-than-expected same-
store sales, our expectation that the retail environment will
continue to be extremely challenging, and our projection that
EBITDA interest coverage will deteriorate to about 2.1x for 2007,
with debt leverage at about 5x," said Standard & Poor's credit
analyst Gerald Hirschberg.  In conjunction with its release of
October 2007 sales results, which showed another monthly decline,
management substantially lowered its guidance for EBITDA (to
$285 million) and earnings per share.  When S&P revised the
outlook to negative in August 2007, S&P indicated that a downgrade
could follow if EBITDA fell below $300 million and coverage
declines to 2.1x.
     
Although sales and margins might remain under pressure well into
2008, S&P expect that Bon-Ton Stores will sustain credit measures
that are appropriate for the 'B' rating category.  However, if
EBITDA continues to slide and working capital and fixed capital
spending have to be substantially supplemented by additional debt,
both leverage and cash flow protection could deteriorate further
and lead to a negative outlook.  A period of sustained improvement
in sales and earnings would be necessary for Standard & Poor's to
consider a positive outlook.


BRANDYWINE REALTY: Inks $245.4 Million Deal with DRA Advisors
-------------------------------------------------------------
Brandywine Realty Trust has signed a definitive agreement to enter
into a joint venture with DRA Advisors LLC.  Under the terms of
the agreement, the joint venture will acquire 29 suburban
Philadelphia office properties in a transaction valued at
approximately $245.4 million.

The transaction amount represents a capitalization rate of
approximately 7.4% GAAP and 7.2% cash based on trailing twelve
month net operating income through Sept. 30, 2007, and
approximately a 7.9% cash yield based on 2008 projections.

The 29 properties, comprise approximately 1.6 million square feet
and were 95.3% occupied and 96.4% leased as of Sept. 30, 2007.  
The transaction is expected to close by year-end 2007, and is
subject to customary closing conditions, well as the joint
venture's completion of approximately $184 million of secured
property financing.

As a result of the transaction and certain associated financial
transactions, Brandywine expects to realize total proceeds of
approximately $235.2 million less transaction expenses and will
receive a 20% interest in the joint venture at the closing of the
transaction.  

Brandywine will use the net proceeds from the transaction to
reduce outstanding indebtedness under its unsecured revolving
credit facility.  A subsidiary of Brandywine will be responsible
for the management and leasing of the joint venture properties
under a separate agreement.  Assuming a 2007 closing, Brandywine
does not currently expect that it will declare a special
distribution on account of this transaction, subject to a final
review of its calendar year 2007 taxable income.

"We are thrilled to undertake this transaction with DRA Advisors,"
Gerard H. Sweeney, president and chief executive officer of
Brandywine Realty Trust, stated.  "DRA is a high-quality financial
institution with an extremely strong track record. Our team did an
outstanding job to structure this co-investment vehicle which will
allow us to recycle capital to higher growth opportunities in our
target markets with a particular emphasis on our current and
planned development projects."

"By retaining a 20% ownership stake and managing the properties,
we will share in the upside from this portfolio and contribute to
its future success," Mr. Sweeney added.  "We believe that this
transaction creates significant value for our stockholders with
both a meaningful gain on sale and the retention of a significant
amount of net cash proceeds."

The Philadelphia office of CB Richard Ellis served as Brandywine's
exclusive marketing advisor for the transaction. Three properties,
aggregating 260,000 square feet, were excluded from the joint
venture transaction and will be retained by Brandywine.

                     About DRA Advisors LLC

Headquartered in New York City, DRA Advisors LLC -
http://www.draadvisors.com/-- is a registered investment advisor  
specializing in real estate investment management services for
institutional and private investors, including pension funds,
university endowments, foundations, and insurance companies.  
Founded in 1986, the firm currently manages over $9 billion in
assets, consisting of over 20 million square feet of
office/industrial space, 32 million square feet of retail space
and over 19,000 residential units.

                 About Brandywine Realty Trust

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

                         *     *     *

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


BRISTOW GROUP: Prices $50 Mil. Offering of 7-1/2% Senior Notes
--------------------------------------------------------------
Bristow Group Inc. has priced its private offering of $50 million
of senior notes due 2017.  The notes priced at 101.25, plus
accrued interest from Sept. 15, 2007, and will carry an interest
rate of 7-1/2%.

The notes offered and Bristow's existing $300 million in principal
amount of 7-1/2% senior notes due 2017 will have identical terms
and will be treated as a single class of securities under the same
indenture.

Bristow intends to use the net proceeds from the offering to fund
additional aircraft purchases under commitments and options and
for general corporate purposes.  Interest is payable on March 15
and September 15 of each year, beginning March 15, 2008.

The closing of the senior notes offering is expected to occur on
Nov. 13, 2007, and is subject to the satisfaction of customary
closing conditions.  

                    About  Bristow Group Inc.

Headquartered in Houston, Texas, Bristow Group Inc. (NYSE:BRS) --
http://www.bristowgroup.com/-- fka Offshore Logistics Inc.,   
provides helicopter transportation services to the worldwide
offshore oil and gas industry with operations in the United States
Gulf of Mexico and the North Sea.  The company also has
operations, both directly and indirectly, in offshore oil and gas
producing regions of the world, including Australia, Brazil,
China, Mexico, Nigeria, Russia and Trinidad.  The company also
provides production management services for oil and gas production
facilities in the United States Gulf of Mexico.

                          *     *     *

Standard & Poor's Ratings Services placed Bristow Group Inc.'s
long term corporate family and senior unsecured debt ratings at
'Ba2' in January 2006.  The ratings still hold to date with a
negative outlook.


BUCKINGHAM CDO: Moody's Cuts Rating on $13.5 Million Notes to Ba2
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Buckingham
CDO III Ltd. on review for possible downgrade:

Class Description: Class A CP Notes

   -- Prior Rating: P-1

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

Class Description: $67,500,000 Class B Secured Floating Rate Notes
Due 2051

   -- Prior Rating: Aaa

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

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

Class Description: $37,500,000 Class C Secured Floating Rate Notes
Due 2051

   -- Prior Rating: Aa2

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

Class Description: $21,000,000 Class D Deferrable Floating Rate
Notes Due 2051

   -- Prior Rating: A2

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

Class Description: $13,500,000 Class E Deferrable Floating Rate
Notes Due 2051

   -- 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.


BUFFETS INC: Higher Default Risks Prompt Moody's to Junk Ratings
----------------------------------------------------------------
Moody's Investors Service lowered Buffets Inc.'s corporate family
rating to Caa2 from Caa1, senior secured credit facilities rating
to Caa1 from B2, and senior unsecured notes rating to Caa3 from
Caa2.  The rating outlook remains negative.

Approximately $940 million of debt securities are affected.

The rating action reflects Buffets' heightened probability of
default as the company approaches a covenant violation on its
maximum leverage ratio, primarily stemming from a further
deterioration in its operating performance.  The action also
reflects increasing uncertainty over the company's capital
structure now that the company has engaged Houlihan, Lokey, Howard
& Zukin Capital to review its capital structure and business plan.  
HLHZ is an investment banking firm that specializes in advising
distressed companies.

Buffets' EBITDA as defined by its credit agreement deteriorated
further to $142 million as of Sept. 19, 2007, resulting in a
leverage ratio of 5.98x as compared to the required maximum
leverage level of 6.00x.  The maximum leverage will step down to
5.75x at the end of current quarter (ending December 2007).  In
absence of a 'hockey-stick' improvement in its operating
performance and EBITDA, which Moody's views as unlikely at this
time, Buffets will likely breach this covenant.

"Buffets might get a covenant relief/waiver from its senior
lenders but this could prove to be costly given the current
lending environment," said Moody's analyst John Zhao, CFA.  
"Further, we caution that the unsecured bond holders could incur
substantial losses if the company were to default on its debt
obligations, while the losses on the senior secured bank debt will
be modest per Moody's estimate."

The negative outlook reflects the company's declining operating
result and Moody's view that free cash flow will likely be
negative in the near term.  The outlook also reflects the
company's weak liquidity as well as uncertainty surrounding its
capital structure and the potential impact of changes following
HLHZ's review on the balance sheet and all classes of debt
holders.

These ratings are affected:

Buffets Inc.

   -- corporate family rating, downgraded to Caa2 from Caa1

   -- probability of default rating, downgraded to Caa2 from Caa1

   -- $40 million revolver maturing in 2011, downgraded to
      Caa1(LGD2, 29%) from B2(LGD2, 28%)

   -- $70 million synthetic letter of credit facility maturing in
      2013, downgraded to Caa1(LGD2, 29%) from B2(LGD2, 28%)

   -- $530 million term loan B maturing in 2013, downgraded to
      Caa1(LGD2, 29%) from B2(LGD2, 28%)

   -- $300 million senior unsecured notes, downgraded to
      Caa3(LGD4, 69%) from Caa2(LGD5, 82%)

Buffets Inc., headquartered in Eagan, Minnesota, operates and
franchises steak-buffet style restaurants principally under the
"Old Country Buffet", "Hometown Buffet" brand names and
grill/buffet format restaurants under the brand names "Ryan's" and
"Fire Mountain".  The company is the second largest family dining
restaurant in the industry, operating 643 restaurants in 42
states.  Total reported revenues as of Sept. 19, 2007 were
approximately $1.55 billion.


CABLEVISION SYS: Sept. 30 Balance Sheet Upside-Down by $5.13 Bil.
-----------------------------------------------------------------
Cablevision Systems Corporation reported Thursday financial
results for the third quarter ended Sept. 30, 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$9.81 billion in total assets and $14.94 billion in total
liabilities, resulting in a $5.13 billion total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2.26 billion in total current
assets available to pay $2.89 billion in total current
liabilities.

The company reported a net loss of $79.3 million for the third
quarter of 2007, compared with a net loss of $59.2 million in the
corresponding quarter of 2006.

Third quarter consolidated net revenue grew 9.4% to $1.51 billion
compared to the prior year period, reflecting solid revenue growth
in Telecommunications Services and Rainbow.  Consolidated adjusted
operating cash flow increased 15.5% to $494.3 million and
consolidated operating income grew 59.1% to $202.1 million.

Cablevision president and chief executive officer James L. Dolan
commented: "For the third quarter, Cablevision experienced solid
revenue and AOCF growth.  This was primarily fueled by the
continuing growth of our digital video, voice and high-speed data
customers, which helped to maintain Cablevision's industry-leading
penetration rates.  Rainbow Media also helped drive the company's
third quarter results with an impressive double-digit gain in
revenue, due largely to a significant increase in both advertising
and affiliate revenue, while MSG and Rainbow both had double-digit
gains in AOCF," concluded Mr. Dolan.

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?2523

                          Other Matters

On May 2, 2007, Cablevision entered into a merger agreement with
Central Park Holding Company LLC, an entity owned by the Dolan
Family Group, and Central Park Merger Sub Inc.  On Oct. 24, 2007,
the proposed merger was submitted to a vote of Cablevision's
shareholders and did not receive shareholder approval.   
Subsequently, the parties terminated the merger agreement pursuant
to its terms.

                    About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation (NYSE: CVC) -- http://www.cablevision.com/-- is an     
entertainment and telecommunications company.  Its cable
television operations serve more than 3 million households in the
New York metropolitan area.  The company's advanced  
telecommunications offerings include its iO: Interactive Optimum
digital television, Optimum Online high-speed Internet, Optimum
Voice digital voice-over-cable, and its Optimum Lightpath
integrated business communications services.  Cablevision's
Rainbow Media Holdings LLC operates several successful programming
businesses, including AMC, IFC, WE tv and other national and
regional networks. In addition to its telecommunications
and programming businesses, Cablevision owns Madison Square Garden
and its sports teams, the New York Knicks, Rangers and Liberty.
The company also operates New York's famed Radio City Music Hall
and the Beacon Theatre, and owns and operates Clearview Cinemas.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2007,
Moody's Investors Service confirmed the 'B1' corporate family
rating of Cablevision Systems Corporation.  However, given the
uncertainty regarding the company's fiscal plan following the
rejected offer to take the company private, Moody's assigned a
developing outlook to Cablevision and Rainbow pending a more
thorough understanding of its strategy going forward.


CAIRN MEZZ: Moody's Places Ba3-Rated Notes Under Negative Watch
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Cairn Mezz
ABS CDO IV, Ltd. on review for possible downgrade:

Class Description: $292,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $78,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $52,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa2

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

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

Class Description: $30,500,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

   -- Prior Rating: A2

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

Class Description: $20,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

   -- Prior Rating: Baa2

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

Class Description: $8,500,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

   -- Prior Rating: Baa3

   -- 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.


CALLIDUS DEBT: S&P Puts 'BB' Preliminary Rating on $25.5MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Callidus Debt Partners CLO Fund VII Ltd./Callidus Debt
Partners CLO Fund VII Inc.'s $545 million floating-rate
notes due January 2021.
     
The preliminary ratings are based on information as of Nov. 8,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

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

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

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
   
   
                  Preliminary Ratings Assigned
            Callidus Debt Partners CLO Fund VII Ltd./
            Callidus Debt Partners CLO Fund VII Inc.
   
            Class                  Rating      Amount
            -----                  ------      ------
            A                      AAA       $443,000,000
            B                      AA         $24,000,000
            C                      A          $33,000,000
            D                      BBB        $19,500,000
            E                      BB         $25,500,000
            Subordinated notes     NR         $55,000,000
   

                        NR - Not rated.


CAPITAL AUTO: Fitch To Put BB Rating on $7.963MM Class D Trust
--------------------------------------------------------------
Fitch Ratings expects to assign these ratings to Capital Auto
Receivables Asset Trust 2007-4:

  -- $333,000,000 class A-1 'F1+';
  -- $376,000,000 class A-2 'AAA';
  -- $486,000,000 class A-3 'AAA';
  -- $309,946,000 class A-4 'AAA';
  -- $51,757,000 class B 'A';
  -- $23,888,000 class C 'BBB';
  -- $7,963,000 class D 'BB'.


CAPITAL AUTO: Moody's Rates $7,963,000 Class D Notes at (P)Ba1
--------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to Capital
Auto Receivables Asset Trust 2007-4.

The complete rating actions are:

Issuer: Capital Auto Receivables Asset Trust 2007-4

   -- $333,000,000 Class A-1 Asset Backed Notes, rated (P)P-1

   -- $376,000,000 Class A-2 Asset Backed Notes, rated (P)Aaa

   -- $486,000,000 Class A-3 Asset Backed Notes, rated (P)Aaa

   -- $309,946,000 Class A-4 Asset Backed Notes, rated (P)Aaa

   -- $51,757,000 Class B Asset Backed Notes, rated (P)A2

   -- $23,888,000 Class C Asset Backed Notes, rated (P)Baa2

   -- $7,963,000 Class D Asset Backed Notes, rated (P)Ba1

The ratings are based on the quality of the underlying auto loans
and their expected performance, the strength of the transaction's
structure, the enhancement provided by subordination,
overcollateralization of 0.25% as a percentage of the initial
aggregate receivables principal balance, a fully funded non-
declining 0.50% reserve account (also expressed as a percentage of
the initial aggregate receivables balance), available excess
spread, and the experience of GMAC LLC as servicer.


CAPITAL AUTO: S&P Assigns 'BB' Prelim. Rating on $7.963MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Capital Auto Receivables Asset Trust 2007-4's
$1.589 billion asset-backed notes series 2007-4.
     
The preliminary ratings are based on information as of Nov. 8,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The credit quality of the underlying pool, which has a
        weighted average FICO score of 704.36 and consists of
        prime automobile loans;

     -- The timely interest and principal payments made under
        stressed cash flow modeling scenarios consistent with
        the ratings assigned to each class of notes;

     -- The credit enhancement; and

     -- The sound legal structure.
   
   
                  Preliminary Ratings Assigned
         Capital Auto Receivables Asset Trust 2007-4
   
  Class    Rating   Type   Interest      Amount**   Legal final
                             rate*                   maturity
  -----    ------   ----   --------      -------    -----------
  A-1***   A-1+     Senior   N.A.     $333,000,000  Nov. 2008
  A-2      AAA      Senior   N.A.     $376,000,000  May 2010
  A-3      AAA      Senior   N.A.     $486,000,000  Nov. 2011
  A-4      AAA      Senior   N.A.     $309,946,000  May 2014
  B***     A        Sub      N.A.      $51,757,000  May 2014
  C***     BBB      Sub      N.A.      $23,888,000  May 2014
  D***     BB       Sub      N.A.       $7,963,000  May 2014
   

* The interest rate of each class of notes will be a fixed rate, a
floating rate, or a combination of both if that class has both a
fixed-rate tranche and a floating-rate tranche.  If the interest
rate is floating, the rate will be tied to one-month LIBOR, and
the trust will enter into a swap agreement with the swap
counterparty.

** To be determined at pricing.

*** The class A-1 notes will be sold in one or more private
placements, and the class B, C, and D notes may be initially
retained by the depositor or sold in one or more private
placements.

N.A. - Not available.


CAREEL BAY: Moody's May Further Cut Caa3 Rating on $10 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Careel Bay
CDO Limited on review for possible downgrade:

Class Description: $52,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa2

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

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

Class Description: $46,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $32,000,000 Class B Secured Deferrable Interest
Floating Rate Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: B1, on review for possible downgrade

Class Description: $10,000,000 Class C Secured Deferrable Interest
Floating Rate Notes Due 2047

   -- Prior Rating: Ba2

   -- 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.


CARINA CDO: S&P Junks Ratings on 10 Certificate Classes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
notes issued by Carina CDO Ltd.
     
On Nov. 1, 2007, Standard & Poor's received a notice stating that
the majority of the controlling noteholders of Carina were
directing the trustee to proceed with the sale/liquidation of the
collateral supporting the notes.  This notice followed a previous
notice declaring an event of default as of Oct. 22, 2007, under
Section 5.1(h) of the indenture, which occurred after the class A
overcollateralization ratio fell below 101%.
     
While the trustee has not informed us when the collateral will be
liquidated, S&P believe the liquidation process has begun.  The
rating actions reflect Standard & Poor's opinion of the impact of
the liquidation of the collateral at what will most assuredly be
depressed prices.  The controlling class' election to liquidate
the collateral is likely to result in collateral valuation risk,
potentially affecting all classes of notes.  Therefore, these
rating actions are more severe than would be justified based
solely on the underlying collateral's credit deterioration.  The
rating actions also reflect Standard & Poor's opinion that there
is a high potential for material losses to the noteholders based
on the collateral's current market value and S&P's view that
market prices may not recover during the liquidation period.
     
As previously stated, these rating actions are based on S&P's
expectation that the collateral will be liquidated.  If the
liquidation notice is rescinded, S&P estimate that they would
lower the ratings on the class A and B notes by one to two notches
based on their analysis of the decline in the collateral's credit
quality, rather than the collateral pool's liquidation value.
     
Carina is a hybrid collateralized debt obligation transaction
backed by asset-backed securities.  State Street Global Advisors,
a division of State Street Bank and Trust Co., is the investment
manager.
     
To date, Standard & Poor's has received EOD notices on 14 U.S. CDO
of ABS transactions, which contain overcollateralization ratio EOD
triggers that are tied to the ratings on the assets that make up
the transaction's collateral pool.  S&P have not received notices
of liquidation for the remaining 13 transactions.  If S&P receive
notices of acceleration, liquidation, or rescission of any
previous actions for any transaction, S&P will adjust its ratings
as appropriate.
   
   
       Rating Lowered and Placed on Creditwatch Negative

                         Carina CDO Ltd.

                                 Rating
                                 ------
           Class        To                     From
           -----        --                     ----
           A-1          BB/Watch Neg     AAA

      Ratings Lowered and Remains on Creditwatch Negative

                         Carina CDO Ltd.

                                  Rating
                                  ------
            Class        To                     From
            -----        --                     ----
            A-2          CCC-/Watch Neg         AAA/Watch Neg
            B-1          CCC-/Watch Neg         AA/Watch Neg

     Ratings Lowered and Removed from Creditwatch Negative

                          Carina CDO Ltd.

                                 Rating
                                 ------
                  Class        To        From
                  -----        --        ----
                  B-2          CC        AA-/Watch Neg
                  C-1          CC        A/Watch Neg
                  C-2          CC        A-/Watch Neg
                  D-1          CC        BBB+/Watch Neg
                  D-2          CC        BBB/Watch Neg
                  D-3          CC        BBB-/Watch Neg
                  X-1          CC        BBB/Watch Neg
                  X-2          CC        BBB-/Watch Neg


CARMIKE CINEMAS: Moody's Holds B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating,
the B3 probability of default rating, and the B1 senior secured
bank rating for Carmike Cinemas Inc. but changed the rating
outlook to negative.  Notwithstanding improvement in some areas
during the third quarter, Carmike continues to under-perform
relative to expectations.  Another recently executed amendment to
its bank credit agreement improves Carmike's flexibility under its
bank financial covenants but demonstrates the challenge in meeting
forecasts and suggests some lack of visibility on the part of
management.

Approximately $375 million of rated debt are affected.

Carmike Cinemas Inc.

   -- Affirmed B2 Corporate Family Rating

   -- Affirmed B3 Probability of Default Rating

   -- Affirmed B1 Senior Secured Bank Credit Facility Rating,
      LGD2, 28%

Outlook: Changed to Negative from Stable

Absent fundamental improvement that contributes to an increase in
free cash flow and a decline in Moody's-defined leverage to the
low 6 times level or below, or if liquidity tightens, Moody's
would likely downgrade the corporate family rating to B3.

The B2 corporate family rating continues to reflect Carmike's high
leverage, sensitivity to product from movie studios and lack of
scale, as well as a weak industry growth profile.  The company's
dominant position in targeted smaller markets, good liquidity,
strong concession margins and expectations for modest cash flow
growth from both the digital rollout and the moderation of
professional fees related to its restatement support the rating.

Carmike operates approximately 2,500 screens and 300 theaters and
annual maintains its headquarters in Columbus, Georgia.  Its
annual revenue is approximately $500 million.


CASH TECHNOLOGIES: Receives Noncompliance Notice from AMEX
----------------------------------------------------------
The American Stock Exchange has notified Cash Technologies Inc.  
that it does not meet certain of the Exchange's continued listing
standards as stated in part 10 of the AMEX Company Guide.  

Specifically, Cash Tech is not in compliance with:

   -- Section 1003(a)(i) of the company guide with
      shareholders' equity of less than $2 million and losses
      from continuing operations and/or net losses in two out
      of its three most recent years;

   -- Section 1003(a)(ii) of the company guide with
      shareholders' equity of less than $4 million and losses
      from continuing operations and/or net losses in three out
      of its four most recent years;

   -- Section 1003(a)(iii) of the company guide for having
      shareholders' equity of less than $6 million and losses
      from continuing operations and/or net losses in its five
      most recent fiscal years;

   -- Section 1003(a)(iv) of the company guide in that it has
      sustained such losses which are so substantial to its
      overall operations or its existing financial resources,
      or its financial condition has become so impaired that it
      appears questionable, in the opinion of the Exchange, as
      to whether such company will be able to continue
      operations and/or meet its obligations as they mature;
      and

   -- Section 301 of the company guide in that Cash Tech issued
      or authorized its transfer agent or registrar to issue or
      register, additional securities of a listed class prior
      to receiving notification from the Exchange that the
      securities have been approved for listing.

In addition, in accordance with Section 610(b) of the company
guide, a company that receives an audit opinion that contains a
going concern qualification must make a public statement  through
the news media disclosing the receipt of such qualified opinion.

In its Form 10-KSB for the fiscal year ended May 31, 2007, Cash
Tech received an audit opinion that contained such a qualification
but did not issue such a press statement in a timely manner.  
Accordingly, notice is hereby given of the going concern
qualification in the May 31, 2007, audited financial statements.

To maintain its listing, Cash Tech must submit a plan by
Dec. 3, 2007, advising the Exchange of actions it has taken, or
will take, that would bring Cash Tech into compliance with the
continued listing standards above by Feb. 1, 2008.

The Exchange will evaluate the plan and make a determination as to
whether Cash Tech has made a reasonable demonstration in the plan
of an ability to regain compliance with the Continued Listing
Standards by Feb. 1, 2008, in which case the plan will be
accepted.

If the Exchange does not accept the plan or if Cash Tech fails to
meet the targets of the plan, the Exchange may initiate delisting
procedures.  If the plan is accepted, Cash Tech may be able to
continue its listing during the plan period, during which time
Cash Tech is required to make progress consistent with the plan
and to regain compliance with the listing standards.

The company intends to submit a plan to AMEX that shows Cash
Tech's ability to regain compliance with all of the AMEX listing
requirements.  Specifically, to address liquidity issues the
company has raised $750,000 in new working capital of which
$250,000 has funded and the remainder is scheduled to fund on
Tuesday, Nov. 13, 2007.

Furthermore, the company has engaged New York investment banking
firm HPC Capital Management Corp. to arrange an additional
$2,000,000 in working capital.  Such financings, if completed, are
anticipated to carry the company to a cash flow breakeven point.

In addition, the company is pursuing plans to restore its
stockholders' equity to meet the AMEX requirements.  In
particular, the company is negotiating equity investments in
complimentary businesses in the healthcare industry.  

Also the company has submitted an offer to acquire the assets of
Champion Parts Inc. through its pending bankruptcy action. The
default by Champion of its $9.5 million note to Cash Tech was the
primary cause of the reduction of the company's stockholders'
equity.  If successful, these actions would, in the opinion of
management, bring the company back into compliance with the AMEX
listing standards.

"We have a successful track record of increasing stockholder
equity," Bruce Korman, Cash Tech's CEO, stated.  "In 2005 and 2006
we successfully met targets to increase equity by more than $16
million to regain compliance with AMEX requirements. We are again
taking aggressive action to protect our AMEX listing."

"In addition we are continuing to grow our core business and
believe that positive developments in the marketing of our
products will begin to generate increased market support and share
value," Mr. Korman added.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets    
innovative data processing solutions in the healthcare and
financial services industries.

Cash Technologies Inc.'s consolidated balance sheet at Aug. 31,
2007, showed $6.5 million in total assets, $10.6 million in total
liabilities, and $105,188 in minority interest, resulting in a $4
million total stockholders' deficit.

                     Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.


CENTRE SQUARE: Moody's Junks Rating on $30 Million Class E Notes
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Centre
Square CDO, Ltd. on review for possible downgrade:

Class Description: $150,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2051

   -- Prior Rating: Aaa

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

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

Class Description: $97,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes due 2051

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: $97,500,000 Class A-2B Second Priority Senior
Secured Floating Rate Notes due 2051

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: $25,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2051

   -- Prior Rating: Aaa

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

Class Description: $50,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2051

   -- Prior Rating: Aa2

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $22,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2051

   -- Prior Rating: Aa3

   -- Current Rating: B1, on review for possible downgrade

Class Description: $20,000,000 Class D Sixth Priority Senior
Secured Floating Rate Deferrable Interest Notes due 2051

   -- Prior Rating: A2

   -- Current Rating: Caa1, on review for possible downgrade

In addition Moody's also downgraded these notes:

Class Description: $30,000,000 Class E Seventh Priority Senior
Secured Floating Rate Deferrable Interest Notes due 2051

   -- 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 structured
finance securities.


CHARLES FORT: Moody's Places Caa3 Rating Under Negative Review
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Charles
Fort CDO I, Ltd. on review for possible downgrade:

Class Description: $220,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $50,000,000 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 downgraded and left on review for
possible downgrade these notes:

Class Description: $24,000,000 Class C Fourth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2047

   -- Prior Rating: A2

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

Class Description: $6,000,000 Class D-1 Fifth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2047

   -- Prior Rating: Baa1

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $13,000,000 Class D-2 Sixth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: B1, on review for possible downgrade

Class Description: $10,000,000 Class E Seventh Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2047

   -- Prior Rating: Ba1

   -- Current Rating: Caa3, on review for possible downgrade

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


CHARTER COMMS: Sept. 30 Balance Sheet Upside-Down by $7.334 Bil.
----------------------------------------------------------------
Charter Communications Inc. reported Thursday its third-quarter
2007 financial and operating results.  

At Sept. 30, 2007, Charter Communications Inc.'s consolidated
balance sheet showed $14.919 billion in total assets,
$22.052 billion in total liabilities, $196 million in minority
interest, and $5 million in redeemable preferred stock, resulting
in a $7.334 billion total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $344 million in total current
assets available to pay $1.410 billion in total current
liabilities.

The company reported a net loss of $407 million on revenues of
$1.525 billion for the third quarter of 2007, compared with a net
loss of $133 million on revenues of $1.388 billion in the same
period last year.  Third-quarter revenues increased 9.9% and
operating costs and expenses increased 10.2% compared to year-ago
results.

Net loss increased primarily due to non-recurring gains in the
third quarter of 2006 when the company recognized a $128 million
gain on a debt exchange and a $200 million gain on the sale of
discontinued operations.

Operating income from continuing operations increased to
$107 million in the third quarter of 2007 from $66 million in the
third quarter of 2006, primarily due to revenue growth exceeding
operating costs and expense growth by $43 million.
   
Expenditures for property, plant, and equipment for the third
quarter of 2007 were $311 million, compared to third-quarter 2006
expenditures of $256 million.  The increase in capital
expenditures primarily reflects year-over-year increases in
customer premise equipment, support capital, and scalable
infrastructure.

                       Nine-Months Results

Revenues for the first nine months of 2007 were $4.449 billion, an
increase of 8.8% year over year.  Operating costs and expenses
were $2.903 billion, an increase of 8.3% compared to year-ago
actual results.  Adjusted EBITDA for the first nine months of 2007
was $1.546 billion, a 9.6% increase compared to the year-ago
period.

Operating income from continuing operations more than doubled to
$463 million in the first nine months of 2007, compared to
$204 million in the first nine months of 2006.  The primary
drivers of the increase include revenue growth exceeding operating
costs and expense growth during the period by $135 million, and
depreciation and amortization expenses declining by $25 million
year over year.  In addition, asset impairment charges of
$159 million were recorded in the first nine months of 2006, while
similar charges of $56 million were taken in the 2007 nine-month
period.

Net loss for the first nine months of 2007 was $1.148 billion.  
For the first nine months of 2006, Charter reported a net loss of
$974 million.

Expenditures for property, plant, and equipment for the first nine
months of 2007 were $890 million, compared to $795 million in the
first nine months of 2006.  Charter expects that approximately
three-quarters of its projected $1.2 billion of 2007 capital
expenditures will be directed toward success-based activities.

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?2524

Net cash flows from operating activities for the first nine months
of 2007 were $327 million, compared to $348 million for the first
nine months of 2006.  

As of Sept. 30, 2007, Charter had $19.7 billion in long-term debt
and $59 million of cash on hand.  Charter expects that cash on
hand, cash flows from operating activities, and amounts available
under its credit facilities will be adequate to meet its cash
needs through 2008.

In October of 2007 Charter successfully completed an exchange of
$364 million of its existing convertible senior notes due 2009
into $479 million of new convertible senior notes due in 2027,
subject to earlier redemption at the option of the company or
repurchase at the option of the holders.  This transaction
resulted in 88% of the convertible senior notes being exchanged,
leaving outstanding $49 million of convertible senior notes due
2009.

Also, effective Nov. 1, 2007, Charter swapped its West Sacramento,
California cable system serving 19,000 analog video customers for
WaveDivision's Los Angeles area cable systems serving the
communities of Cerritos and Ventura, serving 14,200 analog video
customers.  This trade reflects the company's continued effort to
further strengthen its strategic clusters.

                  About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband  
communications company and a publicly traded cable operator in the
United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2007,
Fitch Ratings assigned a 'CCC/RR4' rating to Charter   
Communications Inc.'s $479 million issuance of 6.5% convertible
senior notes due 2027.  Charter's Issuer Default Rating is 'CCC'.  
The Rating outlook for Charter and its subsidiaries is Stable.


CHRYSLER LLC: S&P Holds 'B' Rating and Removes Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  The
outlook is negative.
     
The CreditWatch placement resulted from the announcement that day
by General Motors Corp. that it had reached a contract agreement
with its main labor union, the United Auto Workers.    As S&P
expected, Chrysler reached a largely similar agreement that caused
S&P to review the company's rating and outlook.  
     
Also, S&P assigned its bank loan and recovery ratings to
Chrysler's $7.5 billion, secured first-lien term loan.  The loan
is rated 'BB-', with a recovery rating of '1', indicating that
lenders can expect very high (90% to 100%) recovery in the event
of a payment default.  S&P also raised the rating on the $2
billion, second-lien term loan to 'B' from 'B-', and the recovery
rating was revised to '4', indicating that lenders can expect
average (30% to 50%) recovery in the event of a payment default,
from '5'.
     
The negative outlook on the corporate credit rating reflects S&P's
view that Chrysler's exposure to weakening industry conditions in
North America remains a key risk factor, which could cause
greater-than-expected cash outflows during 2008.
      
"We still view the company's liquidity as substantial for now and
the new labor contract with the UAW as a significant long-term
positive for the company's efforts to return its North American
automotive operations to positive cash flow generation," said
Standard & Poor's credit analyst Robert Schulz.  "However, the
greatest portion of cash benefits from the contract will not begin
to accrue to Chrysler until 2010.  The health care cost savings
are subject to final court approval, but S&P do not expect this to
be an issue," he continued.

Chrysler faces several serious challenges during the next two
years.  First and foremost is the weak outlook for U.S. light-
vehicle sales, which are expected to be flat at best in 2008
versus 2007.  The current rating reflects the assumption that
Chrysler will use cash in 2008 and 2009, but it does not reflect
the much sharper use of cash that would result from the type of
decline in U.S. light-vehicle sales that would accompany a
recession.  S&P expect U.S. light-vehicle sales to be about 16
million units in 2008, virtually flat with sales in 2007, which
turned out to be a weaker year for sales than initially expected.  
Other uses of cash will include cash restructuring costs
(including the cost of attrition plans, which Chrysler may
negotiate with the UAW) and Chrysler's need to fund certain UAW
contract provisions prior to 2010.
     
S&P expect over time to place greater weight on the substantial
health care and other cash savings that will begin in 2010 as
stipulated in the current UAW contract.  But it is important to
note that Chrysler's automotive results, industry conditions, and
the economic outlook will be crucial components of any such future
review, and accordingly, the threshold for an outlook revision to
stable in 2008 is fairly high, given the current lack of
visibility into prospective results in North America.
     
The rating on Chrysler reflects the wide-ranging challenges the
company faces in North America, where the vast majority of its
automotive operations are located.  The company is more heavily
reliant on North American sales of light trucks than either of its
other Michigan-based competitors, but it benefits from its strong
presence in the minivan segment and ownership of the iconic Jeep
brand.
     
Although the company has been profitable in recent years, S&P
expect it to remain unprofitable into 2009 and perhaps longer.  
Chrysler's new management team is moving quickly to respond to the
massive challenges of excess capacity and headcount and adverse
product mix trends by instituting additional headcount reductions,
closing plants, and reducing the number of models, in addition to
implementing a restructuring plan that was first announced in
February 2007.  However, as with past restructurings, the ultimate
success depends largely on whether the company can maintain its
market share at a level consistent with its future capacity.  In
addition, near-term success will rest at least partly on the U.S.
economy's avoiding a recession in 2008.
     
The fate of Chrysler's restructuring also depends greatly on how
the company's product mix, vehicle pricing, and market share
evolve--and there is greater uncertainty in these areas, given the
vagaries of consumer demand.  Chrysler's U.S. light-vehicle market
share has been more stable than that of its other Michigan-based
competitors.  Furthermore, Chrysler's sales mix of light trucks
(crossover utility vehicles [CUVs], SUVs, vans, and pickups) and
cars is more truck-weighted than those of its competitors, making
the company more vulnerable to further adverse shifts in many of
these segments.
     
One key variable into 2008 will be the U.S. full-size pickup truck
market, which is soft because of the weak housing market and high
gas prices.  In addition, formidable competitor Toyota Motor Corp.
has a new full-size pickup truck that is manufactured in Texas.  
Chrysler has a fairly distant No. 3 position (17% share through
October 2007 versus 41% and 30% for GM and Ford, respectively) in
this market, which generates a disproportionate share of profits.
     
Chrysler is underrepresented in the growing CUV segment; it had
only an 8% share through the first 10 months of 2007.  Although it
will be introducing more models into this already well-populated
segment, garnering critical market share will not be easy.  CUVs
are generally not as profitable as SUVs or full-size pickups, so
the increasing customer substitution of CUVs for larger vehicles
will likely reduce total profit contribution.
     
As with its overall market share, Chrysler's share in the
passenger car segment has been more stable than that of its
Michigan-based competitors, but the company is underrepresented
here, too (cars represent about 27% of Chrysler's product mix),
compared with GM (39%) and Ford (34%).  Chrysler's car sales are
also highly concentrated among a few models.
     
The weakness in Chrysler's automotive performance and the costs of
executing a turnaround will reduce cash balances that were sizable
at the close of the Chrysler purchase.  Chrysler's pension funding
position has improved in recent years, and this is less of a
concern currently, as the U.S. hourly and salaried plans
collectively were overfunded at the end of 2006.
     
DCFS is expected to continue performing its primary function of
providing retail and wholesale financing of Chrysler vehicles.  
S&P expect DCFS to remain profitable.  Its portfolio is considered
high quality, and S&P expect it to remain so.  However, the
financial affiliate is not expected to be a source of cash
dividends for Chrysler.
     
The outlook on Chrysler and DCFS is negative.  S&P's primary
concern is Chrysler's need to return its North American automotive
operations--the vast majority of the company's business--to
profitability.  The ratings could be lowered, despite the health
care savings that will start to accrue in 2010, if S&P came to
expect that Chrysler's substantial cash outflow would fail to
continue moderating or begins to worsen because of setbacks,
whether Chrysler-specific or stemming from market conditions.  S&P
do not expect to revise the outlook to stable or positive within
the next several quarters, given the uncertain economic outlook
and ongoing execution risk in its turnaround plan.


CLASS V FUNDING: Moody's Junks Ratings on $90 Million Notes
-----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Class V Funding III,
Ltd.:

Class Description: $39,200,000 Class S Notes due 2015

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: $500,000,000 Class A1 Floating Rate Notes due
2052

   -- Prior Rating: Aaa

   -- Current Rating: Baa1, on review for possible downgrade

Class Description: $200,000,000 Class A2 Floating Rate Notes due
2052

   -- Prior Rating: Aaa

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

Class Description: $120,000,000 Class A3 Floating Rate Notes due
2052

   -- Prior Rating: Aaa

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $75,000,000 Class A4 Floating Rate Notes due
2052

   -- Prior Rating: Aa2

   -- Current Rating: B2, on review for possible downgrade

Class Description: $50,000,000 Class B Deferrable Floating Rate
Notes due 2052

   -- Prior Rating: A2

   -- Current Rating: Caa2, on review for possible downgrade

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

Class Description: $35,000,000 Class C Deferrable Floating Rate
Notes due 2052

   -- Prior Rating: Baa2

   -- Current Rating: Ca

Class Description: $5,000,000 Class Q Combination Notes due 2052

   -- Prior Rating: Baa3

   -- 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.


CLEAR CHANNEL: Earns $279.7 Million in 3rd Quarter Ended Sept. 30
-----------------------------------------------------------------
Clear Channel Communications Inc. reported Thursday results for
its third quarter ended Sept. 30, 2007.

Clear Channel's net income increased 51% to $279.7 million in the
third quarter of 2007 as compared to $185.9 million in the third
quarter of 2006.

The company reported revenues of $1.7 billion in the third quarter
of 2007, an increase of 5% from the $1.6 billion reported for the
third quarter of 2006.  Included in the company's revenue is a
$32.4 million increase due to movements in foreign exchange;
excluding the effects of these movements in foreign exchange,
revenue growth would have been 3%.

Clear Channel's operating expenses increased 6% to $1.1 billion
during the third quarter of 2007 compared to 2006.  Included in
the company's 2007 expenses is a $27.0 million increase due to
movements in foreign exchange; excluding the effects of these
movements in foreign exchange, growth in expenses would have been
3%.

Clear Channel's income before discontinued operations increased
51% to $256.3 million, as compared to $169.8 million for the same
period in 2006.

The company's OIBDAN was $583.5 million in the third quarter of
2007, a 4% increase from 2006.  The company defines OIBDAN as net
income adjusted to exclude non-cash compensation expense, income
or loss from discontinued operations, minority interest expense,
net of tax, income tax benefit or expense, other income or expense
- net, equity in earnings of nonconsolidated affiliates, interest
expense, gain or loss on disposition of assets - net, and  
depreciation and amortization.

Mark P. Mays, chief executive officer of Clear Channel
Communications, commented, "Our third quarter revenue and OIBDAN
growth was fueled by another exceptional performance from our
outdoor advertising business, which continues to post consistent
growth on a global basis.  Once again, our radio management team
delivered results that outperformed the rest of the industry.
Going forward, we remain committed to strengthening the value
proposition we deliver to our audiences and advertisers as
we continue to prudently invest in our brands, our content and our
multi-channel distribution.

                        Merger Transaction

The company's shareholders approved the adoption of the merger
agreement, as amended, with a group led by Thomas H. Lee Partners
L.P. and Bain Capital Partners LLC on Sept. 25, 2007.  Under the
terms of the merger agreement, as amended, the company's
shareholders will receive $39.20 in cash for each share they own
plus additional per share consideration, if any, if the closing of
the merger occurs after Dec. 31, 2007.  As an alternative to
receiving the $39.20 per share cash consideration, the company's
unaffiliated shareholders were offered the opportunity on a purely
voluntary basis to exchange some or all of their shares of Clear
Channel common stock on a one-for-one basis for shares of Class A
common stock in the new company formed by the private equity group
to acquire the company (subject to aggregate and individual caps),
plus the additional per share consideration, if any.

Holders of shares of the company's common stock (including shares
issuable upon conversion of outstanding options) in excess of the
aggregate cap provided in the merger agreement, as amended,
elected to receive the stock consideration.  As a result,
unaffiliated shareholders of the company will own an aggregate of
30,612,245 shares of CC Media Holdings Inc. Class A common stock
upon consummation of the merger.  

The consummation of the merger is subject to antitrust clearances,
FCC approval and other customary closing conditions.

                 Liquidity and Financial Position

For the nine months ended Sept. 30, 2007, cash flow provided by
operating activities was $984.7 million, cash flow used by
investing activities was $261.3 million, cash flow used by
financing activities was $872.7 million, and net cash provided by
discontinued operations was $157.4 million for a net increase in
cash of $8.1 million.

As of Nov. 7, 2007, the company had approximately $1.3 billion
available on its bank credit facility.

                       About Clear Channel

Clear Channel Communications Inc. -- http://www.clearchannel.com/  
-- (NYSE: CCU) is a global media and entertainment company
specializing in "gone-from-home" entertainment and information
services for local communities and premiere opportunities for
advertisers.  Based in San Antonio, Texas, the company's
businesses include radio, television and outdoor displays.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Fitch Ratings said it expects to downgrade Clear Channel
Communications Inc.'s Issuer Default Rating to 'B' from 'BB-'.  
The rating outlook is expected to be stable.  Existing ratings
remain on rating watch negative pending the closing of the
merger transaction and review of final documentation.


CLEAR CHANNEL: Providence Mulls Rescinding $1.2 Billion Contract
----------------------------------------------------------------
Clear Channel Communications Inc.'s merger agreement with  
Thomas H. Lee Partners LP and Bain Capital Partners LLC
faces another complication after Providence Equity Partners
Inc. considered backing out from a $1.2 billion deal to acquire
56 of Clear Channel's television stations, The Wall Street
Journal reports.

The merger agreement, entered into in November 2006 by
Clear Channel and the private equity group, was approved
by Clear Channel shareholders on Sept. 25, 2007.  The transaction
has yet to close pending regulatory approval.

According to WSJ, the Providence deal, although not related
to the buyout, is expected to slow down the pace of the
merger process in the event Providence walks away.

A person familiar with the transaction told WSJ that   
Providence has reservations about the transaction because of
its view of the long-term prospects of Clear Channel's local
TV stations.

Providence, WSJ's source adds, may try to renegotiate the
purchase price, and should the deal fails, it would have to
pay a $45 million break-up fee.

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Fitch Ratings said it expects to downgrade Clear Channel
Communications Inc.'s Issuer Default Rating to 'B' from 'BB-'.  
The rating outlook is expected to be stable.  Existing ratings
remain on rating watch negative pending the closing of the
merger transaction and review of final documentation.


CLIFTON I: Moody's Places Caa3-Rated Notes Under Negative Review
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Clifton I
CDO, Ltd. on review for possible downgrade:

Class Description: $55,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aaa

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

Class Description: $65,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aaa

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

Class Description: $67,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aaa

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

Class Description: $65,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aa2

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

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

Class Description: $24,000,000 Class C Sixth Priority Senior
Secured Deferrable Floating Rate Notes Due 2052

   -- Prior Rating: A2

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

Class Description: $9,000,000 Class D Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due 2052

   -- Prior Rating: Baa2

   -- Current Rating: B1, on review for possible downgrade

Class Description: $15,000,000 Income Notes

   -- Prior Rating: Ba2

   -- 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.


COMPASS DIVERSIFIED: Earns $4.4 Million in 3rd Qtr. Ended Sept. 30
------------------------------------------------------------------
Compass Diversified Holdings and Compass Group Diversified
Holdings LLC (collectively, "CODI" or the "company") disclosed
Friday the consolidated results of operations for the three and
nine months ended Sept. 30, 2007.

CODI reported net income of $4.4 million on net sales of
$235.3 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $3.9 million on net sales of
$159.1 million in the same quarter in 2006.  

For the nine-months ended Sept. 30, 2007, net sales were
$629.8 million compared to $239.3 million in the same period last
year.  Net income was $43.8 million compared with a net loss of
$1.8 million in the nine-months ended Sept. 30, 2006.

CODI reported cash flow available for distribution of
$12.8 million for the quarter ended Sept. 30, 2007, compared to
$7.9 million in the prior year quarter.  For the nine-months ended
Sept. 30, 2007, CAD was $28.6 million.  Cumulatively, from its
initial public offering on May 16, 2006, through Sept. 30, 2007,
CODI has reported CAD of $52.3 million and a coverage ratio of
approximately 1.3x on all distributions paid through Oct. 26,
2007.  The CAD for the quarter ended and nine months ended
Sept. 30, 2007 only reflects the cash flows of American Furniture
Manufacturing Inc. since its date of acquisition on Aug. 31, 2007,
and the cash flows of Halo Branded Solutions Inc. and Aeroglide
Corporation from the date of their acquisition on Feb. 28, 2007.

On Oct. 9, 2007, CODI's Board of Directors declared a distribution
of $0.325 per share, which was paid on Oct. 26, 2007, to all  
shareholders of record as of Oct. 23, 2007.  

Commenting on the company's performance, Joe Massoud, chief
executive officer of Compass Diversified Holdings, stated, "We are
pleased with the performance of each of our seven subsidiary
businesses, including the three acquired platform subsidiaries
added in 2007.  Their contributions have allowed us to increase
our quarterly cash distribution by approximately 24% since our
initial public offering in May of 2006.  While there is evidence
that the economy appears to be softening, we believe that our
diversified mix of subsidiaries will continue to perform well and
anticipate the combined operating results for our seven subsidiary
businesses will continue to be in line with our expectations for
the remainder of 2007.  On the whole, our businesses serve
numerous domestic and international geographic markets,
participate in a wide variety of industries and have limited
exposure to individual customers.  Even the most cyclical of our
businesses, our staffing company, has substantially outperformed
its industry and its competitors in revenue maintenance and growth
over the course of 2007.

"We are excited about the opportunity presented by the current
economic environment and financing conditions in our markets.  Our
business model allows us to finance add-on or new platform
acquisitions efficiently without specific transaction financing,
giving us a significant advantage as compared to other potential
acquirors.  We are confident in our ability to capitalize on this
advantage over the coming twelve to eighteen months.

Mr. Massoud added, "In preparing for what we consider to be a
potentially attractive acquisition environment, we are considering
the potential issuance of up to $200 million of term debt to raise
additional capital.  If raised, this term debt would supplement
our current revolver, increasing our capacity to pursue
interesting add-on and platform subsidiary opportunities.
Accordingly, we have asked S&P and Moody's to rate the company as
well as the potential term debt issuance.  We received a corporate
credit rating and a term debt rating of BB- from S&P and a Ba3
corporate credit rating and a term loan rating of B1 from Moody's.

"One other recent item on which I would like to comment is our
recent filing of two registration statements.  One of these
enables our board to implement a distribution reinvestment plan
for our shareholders, and the other registers CODI shares held by
Compass Group Investments Ltd., Concorde Equity Inc. and Pharos
Inc.  This was done under a contractual commitment that we made at
the time of the issuance of the shares and not in response to any
specific demand made by any of these shareholders.  To our
knowledge, there are currently no plans by any of these parties to
sell any of their owned shares," concluded Massoud.

As of Sept. 30, 2007, the company had approximately $6.4 million
in cash and cash equivalents.  The company had $24.0 million in
revolving loans outstanding and approximately $228 million in
availability under its revolving credit facility with Madison
Capital Funding LLC.

On Aug. 31, 2007, the company acquired American Furniture for
approximately $95.6 million, representing under five and a half
times American Furniture's current earnings before interest,
taxes, depreciation and amortization.

                          Balance Sheet

At Sept. 30, 2007, CODI's consolidated balance sheet showed
$708.2 million in total assets, $231.4 million in total
liabilities, $30.4 million in minority interests, and
$446.5 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2527

                About Compass Diversified Holdings

Headquartered in Westport, Conn., Compass Diversified Holdings
(Nasdaq GS: CODI) -- www.compassdiversifiedholdings.com/ -- is a
Delaware statutory trust that was formed on Nov. 18, 2005, to
acquire and manage a group of middle market businesses that are
headquartered in North America.  CODI provides public investors
with an opportunity to participate in the ownership and growth of
companies which have historically been owned by private equity
firms, wealthy individuals or families.  

Compass Group Diversified Holdings LLC, a Delaware limited
liability company, was also formed on Nov. 18, 2005.  In
accordance with the Trust Agreement, Compass Diversified Holdings
is the sole owner of 100% of the trust's Interests of Compass
Group Diversified Holdings LLC.  Compass Group Diversified
Holdings LLC is the operating entity with a board of directors and
other corporate governance responsibilities, similar to that of a
Delaware corporation.

Compass Diversified Holdings is managed by Compass Group
Management LLC, which was established in 1998 as a private equity
manager for an offshore philanthropic foundation established by J.
Torben Karlshoej, the late founder of Teekay Shipping Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Compass Group Diversified Holdings LLC.  The
outlook is stable.  At the same time, S&P assigned bank loan and
recovery ratings to Compass's $200 million first-lien term loan
due 2013.  The loan is rated 'BB-' with a recovery rating of '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.


COMPASS DIVERSIFIED: Moody's Assigns Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first time corporate
family rating and a B1 probability of default rating to Compass
Diversified Holdings.  At the same time, Moody's assigned a Ba1
rating to the $300 million undrawn senior secured revolving credit
facility, a B1 rating to the $200 million senior secured term loan
and a speculative grade liquidity rating of SGL 1.  The proceeds
from the proposed $200 million term loan will be used to refinance
roughly $40 million of existing indebtedness and to partially fund
future acquisitions.  The ratings outlook is stable.

Approximately $500 million of rated debt are affected.

Compass' credit profile benefits from its strong industry
diversification with seven majority owned subsidiaries operating
in essentially seven unrelated industries.  There largest
subsidiaries comprise CBS Personnel (employee staffing services),
Advanced Circuit (prototype circuit boards) and American Furniture
Manufacturing (upholstered furniture manufacturing).  Compass'
business strategy is to acquire and manage businesses that operate
in industries with long-term macroeconomic growth opportunities,
generate positive and stable cash flows, face minimal threats of
technological or competitive obsolescence and have strong
management teams largely in place.

"The company's Ba3 rating is supported by its strong cash flow
relative to debt with proforma consolidated retained cash flow to
adjusted debt of over 30% for the twelve months ended June 2007
and free cash flow to adjusted debt in the mid single digits for
the same period," said Kevin Cassidy, Vice President/Senior Credit
Officer at Moody's Investors Service.  Retained cash flow is
calculated as cash flow from operations less working capital
changes and distributions (dividends) and free cash flow is
computed as cash flow from operations less distributions and
CAPEX. Debt is adjusted for the capitalization of leases.  
Compass' ratings also benefit from other strong credit metrics
with leverage under 3x (measured as adjusted debt/EBITDA) and
interest coverage (measured as EBITA/interest) approaching 4x.

Compass' ratings are constrained by the high level of cash
distributions to its shareholders and the lack of significant
geographic diversification outside of the United States.  "The
ratings are also tempered by the company's limited track record
and the inherent risks/uncertainties of Compass' business model of
periodically selling its operating subsidiaries and making
acquisitions to increase shareholder returns." noted Cassidy.

The Ba1 rating for the revolver and the B1 term loan rating
reflect both the overall probability of default of the company, to
which Moody's assigns a PDR of B1, and a loss given default of LGD
2, 13%, for the revolver and LGD 4, 52%, for the term loan.  
Moody's used a 65% recovery rate as there is only first lien bank
debt in the company's capital structure.  The term loan contains a
"last out" provision whereby any payments, including in
liquidation, are required to be applied to the revolver before the
term loan.  The term loan and revolver are issued by Compass
Diversified Holdings and are not guaranteed by it operating
subsidiaries, but are secured on a first lien basis by Compass'
assets, including intercompany loans, which are secured on a first
lien basis by each subsidiary's assets.  Despite the lack of
upstream guarantees by the operating subsidiaries, the
intercompany loans at each subsidiary are structurally senior to
the operating subsidiaries trade payables and operating leases.

The final credit agreement is anticipated to contain customary
limitations, an excess cash flow sweep of 50% if leverage, as
defined, is lower than 3.25x and financial covenants governing
maximum leverage (3.5x), minimum interest coverage (2.75x) and
minimum fixed charge coverage (1.5x).

The SGL 1 speculative grade liquidity rating reflects Compass'
strong liquidity profile with operating cash flow of around $50
million, access to an undrawn $300 million revolver and sufficient
cushion under its proposed financial covenants.  The company's
liquidity profile also benefits from its ability to sell its
subsidiaries to raise cash.  The speculative grade liquidity
rating also assumes that the revolver will not be used to fund any
acquisitions through the end of 2008.

These ratings/assessments were assigned:

   -- Corporate Family Rating, rated Ba3;

   -- Probability of Default Rating, rated B1;

   -- $200 Million Senior Secured Term Loan, rated B1 (LGD4, 52%);

   -- $300 Million Senior Secured Revolving Credit Facility, rated
      Ba1 (LGD2, 13%);

   -- Speculative grade liquidity rating, SGL 1

The company holds majority ownership interests in seven distinct
unrelated operating subsidiaries: CBS Personnel Holdings, Advanced
Circuits, American Furniture Manufacturing, Aeroglide Corp., Halo
Branded Solutions, Silvue Technologies and Anodyne Medical
Devices.  Its strategy is to acquire and manage businesses that
operate in industries with long-term macroeconomic growth
opportunities and have positive and stable cash flows.  Proforma
revenue for the 12 months ended June 30, 2007, approximated
$1 billion.


COMPASS MINERALS: Sept. 30 Balance Sheet Upside-Down by $769 Mil.
-----------------------------------------------------------------
Compass Minerals International Inc.'s consolidated balance sheet
at Sept. 30, 2007, showed $721.6 million in total assets and
$769.9 million in total liabilities, resulting in a $48.3 million
total shareholders' equity.

Compass Minerals International Inc. reported net earnings of
$6.7 million, including a $4.1 million non-cash benefit from the
partial release of a tax reserve, in the third quarter of 2007.

Excluding the one-time benefit, net earnings were $2.6 million,
compared to net earnings of $2.3 million in the 2006 quarter.

Sales for the third quarter of 2007 of $139.5 million increased
$15.9 million, or 13% compared to $123.6 million for the same
quarter of 2006.  

Product sales for the third quarter of 2007 of $99.2 million
increased $8.1 million, or 9% compared to $91.1 million for the
same period in 2006 primarily reflecting price improvements for
North American salt products and specialty potash fertilizer
products and increased sales volumes for our North American
highway deicing products.

Gross profit for the third quarter of 2007 of $32.5 million
increased $2.9 million or 10% compared to $29.6 million in the
third quarter of 2006, mainly reflecting product sales price
improvements partially offset by higher production costs for salt
and specialty fertilizer products.  As a percent of sales, the
gross margin percent decreased slightly to 23% from 24% due to
lower margins on the company's highway deicing products.

Operating earnings declined to $16.3 million compared to operating
earnings of $16.9 million in the 2006 quarter.

SG&A expenses for the third quarter of 2007 of $16.2 million
increased $3.5 million, or 28% compared to $12.7 million for the
same period of 2006.  The increase in expense for 2007 reflects
higher consulting and professional service costs, higher employee
costs including compensation, benefits and training programs,
additional expenses from the newly consolidated records management
business and higher depreciation expense attributable to newly
installed information systems.

Cash flows from operations for the nine months ended Sept. 30,
2007 improved by $7.8 million, or 10% percent, over the comparable
prior-year period.

"Compass Minerals continues to strengthen its summer-season sales
through pricing and mix-improvement strategies," said Angelo
Brisimitzakis, Compass Minerals president and chief executive
officer.  "Our results this quarter also reflect our continuing
investments in initiatives that will enable Compass Minerals to
deliver profitable long-term growth and sustainable shareholder
value creation."

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?251c

                      About Compass Minerals

Based in the Kansas City, Compass Minerals International Inc.
(NYSE: CMP) -- http://www.compassminerals.com/-- is a producer of  
inorganic minerals, including salt, sulfate of potash specialty
fertilizer and magnesium chloride.  The company provides highway
deicing salt to customers in North America and the United Kingdom,
and produces and distributes consumer deicing and water
conditioning products, ingredients used in consumer and commercial
foods, specialty fertilizers, and products used in agriculture and
other consumer and industrial applications.  Compass Minerals also
provides records management services to businesses throughout the
U.K.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Standard & Poor's Ratings Services raised its ratings on
Compass Minerals Group Inc. and its holding company, Compass
Minerals International Inc., including raising its corporate
credit rating to 'BB-' from 'B+'.  In addition, Standard & Poor's
assigned a 'BB' rating and '2' recovery rating to the company's
proposed $130 million term loan B-2.  At the same time, the 'BB'
rating on the company's existing senior secured bank credit
facility was affirmed.  However, the recovery rating was revised
to '2' from '1', indicating the expectation of substantial (70%-
90%) recovery in the event of a payment default.  The outlook is
stable.

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Moody's Investors Service affirmed the Ba3 corporate family rating
of Compass Minerals Group Inc. and downgraded the issue ratings on
the company's revolving credit facility and term loan to Ba2 from
Ba1 after the company's statement that it is tendering for its
12.75% Senior Discount Notes due 2012.


CONNACHER OIL: Pod 1 Commissioning Cues S&P to Lift Rating
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Calgary, Alberta-based Connacher Oil and Gas Ltd.
to 'BB-' from 'B+'.  At the same time, Standard & Poor's assigned
its 'BB' debt rating, with a recovery rating of '2', to
Connacher's proposed $600 million second-lien senior secured
eight-year notes.  The '2' recovery rating indicates an
expectation of substantial (70%-90%) recovery in a default
scenario.  The outlook is stable.
     
Connacher will use the proceeds from the notes to repay its $180
million term loan and amounts drawn under its existing revolving
credit facilities, fund a one-year interest reserve on the notes,
and fund the construction of its Algar project.
     
"Our decision to raise the corporate credit rating is based on
Connacher's recent commissioning of Pod 1 of its Great Divide
project, and Standard & Poor's assessment that the company will
achieve projected profitability, thus strengthening its business
risk profile," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "Although Connacher's debt levels will
increase and spending will exceed operating cash flows through
2009 as they proceed with Pod 2 construction, the cash flow
generated by the operations of Pod 1, the Montana refinery, and
its conventional production will support the increased capital
commitments within the current rating," Ms. Koutsoukis added.
     
The stable outlook reflects S&P's  expectation that Pod 1 of
Connacher's Great Divide project reaches production at its design
capacity in mid-2008, and internally generated cash flows will
meet the company's debt and sustaining capital expenditure
commitments for its operating assets.  Furthermore, it
incorporates S&P's expectation that Connacher will complete the
development of its Pod 2 Algar project on schedule without any
material cost increases or any need for significant additional
funding.  S&P do not expect, however, that Connacher's balance
sheet will materially improve in the
near-to-medium term as it begins spending on its Algar project.  
An outlook revision to positive depends on Connacher's ability to
significantly reduce its debt, combined with improvements in free
cash flow generation, which is unlikely in the near term.  
Conversely, should the company not maintain its current financial
risk profile as it proceeds with the Algar project, S&P could
revise the outlook to negative.


COOKSON SERIES: Poor Credit Quality Cues Moody's Negative Action
----------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Cookson Series 2007-19 on review for possible downgrade:

Class Description: $150,000,000 Series 2007-19 Variable Rate Notes
Due 2047

   -- Prior Rating: Aaa

   -- 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.


CORONA BOREALIS: Moody's Lowers Rating on $70 Million Notes to B1
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Corona
Borealis CDO, Ltd. on review for possible downgrade:

Class Description: $50,500,000 Class S Senior Secured Notes Due
2047

   -- Prior Rating: Aaa

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

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

   -- Prior Rating: Aaa

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

Class Description: $45,000,000 Class A-1C Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $168,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $111,000,000 Class B Secured Floating Rate
Notes Due 2047

   -- Prior Rating: Aa2

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

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

Class Description: $111,000,000 Class C Secured Deferrable
Floating Rate Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $70,000,000 Class D Secured Deferrable Floating
Rate Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: B1, on review for possible downgrade

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


DALTON CDO: Moody's Pares Rating on $18 Million Notes to Ba2
------------------------------------------------------------
Moody's Investors Service announced today that it has placed these
notes issued by Dalton CDO Ltd. on review for possible downgrade:

Class Description: $50,000,000 Class A-1a2 Floating Rate Notes Due
June 2050

   -- Prior Rating: Aaa

Current Rating:Aaa, on review for possible downgrade

Class Description: $36,000,000 Class A-1b1 Floating Rate Notes Due
June 2050

   -- Prior Rating: Aaa

Current Rating:Aaa, on review for possible downgrade

Class Description: $40,000,000 Class A-1b2 Floating Rate Notes Due
June 2050

   -- Prior Rating: Aaa

Current Rating:Aaa, on review for possible downgrade

Class Description: $40,000,000 Class A-2 Floating Rate Notes Due
June 2052

   -- Prior Rating: Aaa

Current Rating:Aaa, on review for possible downgrade

Class Description: $57,400,000 Class B Floating Rate Notes Due
June 2052;

   -- Prior Rating: Aa2

Current Rating:Aa2, on review for possible downgrade

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

Class Description: $19,600,000 Class C Deferrable Floating Rate
Notes Due June 2052

   -- Prior Rating: A2

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $18,000,000 Class D Deferrable Floating Rate
Notes Due June 2052

   -- 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.


DEAN FOODS: Earns $6.5 Million in Third Quarter Ended Sept. 30
--------------------------------------------------------------
Dean Foods Company reported Thursday net income of $6.5 million
for the third quarter ended Sept. 30, 2007, compared with net
income of $70.8 million in the corresponding quarter last year.  
Income from continuing operations was $6.5 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$74.5 million in the prior year's third quarter.

Net sales for the third quarter totaled $3.1 billion, an increase
of 24% from net sales for the third quarter of 2006, due to the
pass-through of higher commodity dairy costs and increased sales
at WhiteWave Foods.

Adjusted net income for the third quarter was $18.7 million,
compared to adjusted net income of $77.9 million in the third
quarter of 2006.  The decrease in adjusted net income is primarily
related to a decline in operating results in the quarter and the
increase in interest expense as a result of the recapitalization
connected to the special cash dividend of $15 per share that was
paid in early April.  Interest expense in the quarter totaled
$89.7 million, compared to $48.0 million in the third quarter of
2006.  Total debt, net of $45 million in cash on hand, at
Sept. 30, 2007, was approximately $5.3 billion.

Adjusted results exclude facility closing, reorganization, and
other nonrecurring charges.

"In the third quarter, we were faced with the most difficult
operating environment in our history," said Gregg Engles, chairman
and chief executive officer.  "Raw milk prices rose rapidly to
record highs and we were challenged to increase our pricing fast
enough to keep pace.  Additionally, as retail prices spiked,
rising an average of seventy-five cents per gallon over the course
of this year, volumes softened and our sales mix skewed more
heavily toward private label milk.  At the same time, we continued
to work to overcome the negative effects of the increase in the
cost of shrink, lower offsets to cost of goods sold from excess
cream sales, and continued increased investment behind the Horizon
Organic brand."
  
Consolidated operating income in the third quarter totaled
$103.3 million, a decrease of 39% from $168.7 million in the third
quarter of 2006.  Adjusted third quarter consolidated operating
income totaled $123.1 million, a decrease of 29.3% from
$174.2 million in the third quarter of 2006.

                        Nine Month Results

Net sales for the nine months ended Sept. 30, 2007, totaled
$8.6 billion, an increase of 14% from net sales for the same
period of last year, due to the passthrough of higher dairy
commodity costs and increased sales at WhiteWave Foods.  Net
income from continuing operations for the first nine months of the
year totaled $97.9 million, compared with $204.0 million in the
first nine months of 2006.

On an adjusted basis, net income from continuing operations for
the nine months totaled $127.4 million, compared to $211.8 million
in the same period of 2006.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$7.14 billion in total assets, $7.13 billion in total liabilities,
and $10.8 million in total shareholders' equity.

                            Cash Flow
     
Cash flow from continuing operations through the first nine months
of 2007 totaled $220.7 million, compared to $427.0 million in the
first nine months of 2006.  The decline in cash flow from
operations is due primarily to lower operating results, higher
year over year interest expense, and the increase in working
capital requirements.
    
Capital expenditures through the first three quarters of 2007
totaled $165.2 million, compared to $174.9 million in capital
expenditures in the first nine months of 2006.

                         Forward Outlook

"Looking ahead to the fourth quarter for the Dairy Group, we
expect record high raw milk prices will continue to pressure
results. Milk cost stabilization should help in terms of price
realization; but, other costs tied to milk costs such as shrink,
lower cost of goods sold offsets from excess cream sales, and the
potential for continued unfavorable mix shift away from our
regional brands will likely continue to challenge earnings," said
Jack Callahan, chief financial officer.  "At WhiteWave, we will
continue to invest to protect the Horizon Organic brand from
aggressive competition through this period of industry oversupply,
which will negatively affect WhiteWave profitability.  Therefore,
we expect fourth quarter adjusted earnings to be approximately
$0.30 per share.

                         About Dean Foods

Headquartered in Dallas, Texas, Dean Foods Company (NYSE: DF) --
http://www.deanfoods.com/-- is a food and beverage company in the  
United States.  Its Dairy Group division is the largest processor
and distributor of milk and other dairy products in the country,
with products sold under more than 50 familiar local and regional
brands and a wide array of private labels.  The company's
WhiteWave Foods subsidiary markets and sells a variety of well-
known dairy and dairy-related products, such as Silk(R) soymilk,
Horizon Organic(R) milk and other dairy products, International
Delight(R) coffee creamers, and Land O'Lakes(R) creamers and other
fluid dairy products.  WhiteWave Foods' Rachel's Organic(R) brand
is the largest organic milk brand and third largest organic yogurt
brand in the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2007,
Standard & Poor's Ratings Services revised its outlook to negative
from stable on Dean Foods Co. and its wholly owned subsidiary,
Dean Holding Co.  At the same time, Standard & Poor's affirmed its
'BB' corporate credit rating and other ratings on the companies.


DELPHI CORP: Disclosure Statement Hearing Continued to Nov. 29
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has agreed to continue until Nov. 29 a hearing previously
scheduled for Nov. 8 to consider potential amendments to Delphi
Corp. and its debtor-affiliates' Joint Plan of Reorganization and
related Disclosure Statement as well as an amendment to the
company's Investment Agreement.

As reported in the Troubled Company Reporter on Nov. 6, 2007,
Delphi Corp. asked the Court to adjourn until later this month a
hearing currently scheduled for Nov. 8.  The purpose of the
adjournment is to continue discussions with Delphi's Statutory
Committees, both of which filed objections on Nov. 2 to the
Disclosure Statement and Investment Agreement amendment approval
motions, and other stakeholders, some of which also filed
objections.  

Consistent with the company's expectations previously disclosed,
the conditions to the effectiveness of the Investment Agreement
amendment reported on Oct. 30 were not satisfied prior to the Nov.
8 scheduled hearing.  As a result, Delphi's Plan Investors are no
longer obligated to execute the Oct. 30 amendment, although the
underlying Investment Agreement remains effective in accordance
with its terms as approved by the Bankruptcy Court in August 2007.  
The adjournment, which was approved by the Bankruptcy Court on
Nov. 7, will permit the company to continue discussions with its
principal stakeholders, including Delphi's Statutory Committees,
Plan Investors and General Motors Corp.

In order to proceed with the Nov. 29 hearings, the Bankruptcy
Court's supplemental scheduling order requires Delphi to use
commercially reasonable efforts to file additional potential
amendments to the Company's Disclosure Statement, Plan of
Reorganization, Investment Agreement with the Plan Investors and
Global Settlement Agreement with GM by Nov. 16.

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

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


DIOGENES CDO: Moody's Junks Rating on $6.5 Million Class E Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the notes issued by Diogenes CDO II Ltd.:

Class Description: Up to $364,800,000 Class A-1 Floating Rate
Notes Due June 15, 2049;

   -- Prior Rating: Aaa

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

Class Description: $90,000,000 Class A-2 Floating Rate Notes Due
June 15, 2049;

   -- Prior Rating: Aaa

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $60,000,000 Class B Floating Rate Notes Due
June 15, 2049;

   -- Prior Rating: Aa2

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

Class Description: $22,800,000 Class C Deferrable Floating Rate
Notes Due June 15, 2049;

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

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: $32,100,000 Class D Deferrable Floating Rate
Notes Due June 15, 2049;

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

   -- Current Rating: Caa3, on review for possible downgrade

Class Description: $8,000,000 Combination Securities Due 2014;

   -- Prior Rating: Aa3

   -- Current Rating: Ba3, on review for possible downgrade

In addition Moody's also downgraded these notes:

Class Description: $6,300,000 Class E Deferrable Floating Rate
Notes Due June 15, 2049;

   -- 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
residential mortgage-backed securities.


DUKE FUNDING: Moody's Puts Ba3-Rated Notes Under Negative Review
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Duke
Funding XIII, Ltd. on review for possible downgrade:

Class Description: $944,000,000 Class A1SVF Senior Secured
Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $321,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

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

Class Description: $185,000,000 Class A2S Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa2

   -- Current Rating: A3, on review for possible downgrade

Class Description: $55,000,000 Class A2J Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa3

   -- Current Rating: Baa1, on review for possible downgrade

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

   -- Prior Rating: A2

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $50,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

   -- Prior Rating: Baa1

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

Class Description: $55,000,000 Class B2 Mezzanine Secured
Deferrable Interest 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.


DUNMORE HOMES: Files for Chapter 11 Protection in New York
----------------------------------------------------------
Granite bay, California-based Dunmore Homes, Inc., filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York on Nov. 8,
2007.

According to Jim Wasserman of the Sacramento Bee, the filing comes
just around six weeks after Comstock Mortgage senior loan
consultant Michael A. Kane bought the company from Sid Dunmore.

Citing John Slaughter, Dunmore vice-president of construction and
operations, the Bee relates that the bankruptcy filing was done in
response to a lawsuit by a creditor.  Mr. Slaughter however did
not name the creditor.

The Central Valley Business Times reports, citing Mr. Kane, that
the company has engaged its lenders in talks to restructure its
debts.  Although some of the creditors required the company to
file for chapter 11, the company will continue to focus on its
restructuring and make sure that all creditors are treated
equally, Mr. Kane adds, the CVBT discloses.

Dunmore Homes, Inc., is a privately-owned homebuilder.


DUNMORE HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dunmore Homes, Inc.
        8781 Sierra College Boulevard, Suite 100
        Granite Bay, CA 95746

Bankruptcy Case No.: 07-13533

Type of Business: The Debtor is a privately-owned homebuilder.

Chapter 11 Petition Date: November 8, 2007

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Maria A. Bove, Esq.
                  Debra I. Grassgreen, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  780 Third Avenue, 36th Floor
                  New York, NY 10017-2024
                  Tel: (212) 561-7700
                  Fax: (212) 561-7777

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
JPMorgan Chase Bank, N.A.        Junior Sub.          $20,000,000
as Indenture Trustee             Notes
600 Travis, 50th Floor
Houston, TX 77002
Attn: Maria D. Calzado
Fax: (713) 216-2101
and
Chase Bank USA, N.A.
500 Stanton Christiana Road
Building 4, 3rd Floor
Newark, DE 19713
Attn: Sarika M. Sheth
Fax: (302) 552-6280

Travelers Cas. & Surety          Surety Bonds          $9,147,084
Co. of America
33650 6th Avenue Street
Suite 200
Federal Way, WA 98003
Attn: Christopher E. Butler
Tel: (253) 943-5806
Fax: (866) 842-9201

Cal Sierra Construction, Inc.    Trade/Construction    $4,159,269
5904 Van Alstine Avenue
Carmichale, CA 95608
Attn: Patsy Kobtzke and
Marco Lucich
Tel: (916) 485-3909
Fax: (916) 485-3906
and
Downey Brannd LLP
Frank R. Perrott, Esq.
Matthew J. Weber, Esq.
3425 Brookside Road, Suite A
Stockton, CA 95219-1757
Tel: (209) 473-6450
Fax: (209) 473-6455

The Aleco Corporation            Trade/Construction    $2,382,851
2202 Zeus Court
Bakersfield, CA 93380
Attn: Jay Marks
Tel: (661) 393-9030
Fax: (661) 393-9034
and
Klein, DeNatale, Goldner,
Cooper, Rosenlieb & Kimball, LLP
4550 California Avenue
2nd Floor
Bakersfield, CA 93309
Tel: (661) 395-1000
Fax: (661) 326-0418

JMP Securities                   Loan                  $2,000,000
600 Montgomery Street
Suite 1100
c/o Jim Fowler
Tel: (415) 835-8941
Fax: (415) 835-8986

Teichert Construction, Inc.      Trade/Construction    $1,639,197
P.O. Box 13557
Sacramento, CA 95853
c/o Ken McCurdy
Tel: (916) 484-3011
Fax: (916) 484-6506

MacKay & Somps - Sacramento      Trade/Construction    $1,523,812
1771 Tribute Road, Suite E
Sacramento, CA 95815
c/o Paul Hart
Tel: (916) 929-6092
Fax: (916) 923-5625

Pacific Paving Co., Inc.         Trade/Construction      $871,225
3498 West Ashcroft Avenue
Fresno, CA 93722
c/o David Sumpter
Tel: (559) 438-1744
Fax: (559) 438-1742

Hemington Landscape Service      Trade/Construction      $827,942
4170 Business Drive
Cameron Park, CA 95682
c/o Mark Hemington
Tel: (530) 677-9290
Fax: (530) 677-0590
and
Howard S. Nevins, Esq.
Hefner Stark & Marois, LLP
2150 River Plaza Drive
Suite 450
Sacramento, CA 95833-3883
Tel: (916) 925-6620
Fax: (916) 925-1127

Granite Construction Company     Trade/Construction      $737,835
2716 Granite Court
Fresno, CA 93706
c/o Jodie Leemann
Tel: (559) 441-5744
Fax: (559) 441-5791

MCH Electric, Inc.               Trade/Construction      $641,467
31084 South Highway 33
Tracy, CA 95304
c/o Jim Humphrey
Tel: (209) 835-9755
Fax: (209) 835-9745

De Silva Gates Construction      Trade/Construction      $623,636
11555 Dublin Boulevard
Dublin, CA 94568
c/o Don Holmes
Tel: (925) 829-9220
Fax: (925) 803-4294

PML Landscape, Inc.              Trade/Construction      $495,978
4991 East McKinley, Suite 103
Fresno, CA 93727
c/o  Aaron McCauley
Tel: (559) 292-4998
Fax: (559) 292-4773

Kern Masonry Structures, Inc.    Trade/Construction      $490,926
P.O. Box 80334
Bakersfield, CA 93308
c/o  Rebecca Deufel
Tel: (661) 399-6006
Fax: (661) 399-6090

SGN Nelson Construction          Trade/Construction      $391,236
5047 Robert J. Mathews Parkway
El Dorado Hills, CA 95762
c/o Stuart Nelson
Tel: (916) 933-7891
Fax: (916) 933-7893

Valley Utility Services Inc.     Trade/Construction      $368,055
1779 Tribute Road
Sacramento, CA 95815
c/o John Benedict
Tel: (916) 924-9113
Fax: (916) 924-3488

Cooper, White and Cooper, LLP    Legal Fees              $339,058
1333 North California Boulevard
Suite 450
c/o Kathleen Carpenter
Tel: (925) 935-0700
Fax: (925) 256-9428

Beutler Corporation              Trade/Construction      $286,376
P.O. Box 515015
Sacramento, CA 95851
c/o Gary Beutler
Tel: (916) 646-2222
Fax: (916) 646-2267

B&D Plumbing (CVC Construction)  Trade/Construction      $276,616
P.O. Box 2590
Rancho Cordova, CA 95741
c/o Ron Ghoede
Tel: (916) 852-8561
Fax: (916) 852-8183

Palumbo Beergstrom LLP           Legal Fees              $251,838
18301 Von Karman Avenue
Suite 850
Irvine, CA 92612
c/o David Wasson
Tel: (949) 442-0300
Fax: (949) 251-1331


DURA AUTOMOTIVE: Court Approves $425 Million Exit Financing
-----------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware of an engagement letter and a fee letter entered into
with Goldman Sachs Credit Partners, L.P., and Barclays Capital,
the investment banking division of Barclays Bank, PLC, for a $425
million financing to emerge from Chapter 11.  DURA expects $300
million of the loan to be funded on the effective date of its Plan
of Reorganization.  

The Court has approved the Engagement Letter and the Fee Letter
in all respects.  The Court's order did not specify whether the
U.S. Trustee's concerns were addressed.

Pursuant to the Engagement Letter, Goldman Sachs and Barclays, as
arrangers, have offered to syndicate exit financing for Dura
Operating Corp.:

   (a) a senior secured revolving credit facility in an amount
       up to $125 million;

   (b) a senior secured first-lien tranche B term loan facility
       in amount up to $225 million; and

   (c) a senior secured second-lien term loan facility in an
       amount up to $75 million.  

Goldman Sachs will be the administrative agent for the First Lien
Term Facility, and Barclays Capital will be administrative agent
for the Revolving Facility.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, noted that the Debtors' emergence from
bankruptcy is predicated on funding from two key sources -- the
exit facility and the $140 million to $160 million rights offering
backstopped by Pacificor, LLC.  The backstop deal with
Pacificor has already been approved by the Court.

The Debtors, with the assistance of their investment banker,
Miller Buckfire & Co., initiated discussions with, and solicited
exit financing proposals from, a variety of potential exit
lenders.  The Debtors have decided to pursue a joint proposal from
Goldman Sachs and Barclays.

The Debtors are not yet seeking approval of the exit financing.  
The documents submitted for the Bankruptcy Court's approval do
not constitute not a commitment, and do not oblige the Barclays
and Goldman Sachs, or their affiliates to provide the exit
facility or any other financing.  The Debtors only sought Judge
Kevin Carey's approval to pay fees and reimburse the expenses of,
and to grant indemnification to, the Arrangers.

The Debtors did not specify the fees to be paid to the Arrangers
or the amount of expenses they will reimburse.  The Debtors have
redacted the Fee Letter filed with the Court.

The Debtors said that the indemnification, fees and expense
reimbursements are necessary to compensate the Arrangers for
their time and efforts in soliciting lender interest for the exit
facility and are customary for transactions of similar nature.

The Debtors asked the Court hear their proposal on an expedited
basis and have scheduled a November 8 hearing on the matter.  The
Debtors' proposal faced opposition from the U.S. Trustee.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
warned that the Debtors may be improperly retaining Barclays, et
al., as estate professionals under Section 327(a) of the
Bankruptcy Code.  She said that it appears that Barclays, et al.,
have been tasked to act as investment bankers with respect to the
exit facility when the Debtors have employed Miller Buckfire as
their investment bankers.

The U.S. Trustee also disputed the filing of the Fee Letter under
seal on grounds that it stops the public from viewing certain
economic terms of the arrangement.  

                    About DURA Automotive

Based in Rochester Hills, Michigan, DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.  On Aug. 22, 2007, the Debtors' filed their Plan of
Reorganization and the Disclosure Statement explaining that Plan
was approved on Oct. 3, 2007.  The hearing to consider
confirmation of the plan is set for Nov. 26, 2007.  (Dura
Automotive Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


EMISPHERE TECH: Earns $3 Million in Quarter Ended September 30
--------------------------------------------------------------
Emisphere Technologies Inc. reported financial results for the
third quarter ended Sept. 30, 2007.  Third quarter 2007 net income
was $3 million, compared to a net loss of $8.2 million for the
third quarter of 2006.

Factors affecting the third quarter financial results were:

   -- operating expenses for the third quarter of 2007 were
      $9 million, compared to $8.8 million in the third quarter
      of 2006;

   -- net proceeds from the settlement of lawsuit of
      $11.9 million in the three months ended Sept. 30, 2007,
      is the result of the settlement of the litigation against
      Eli Lilly and company;

   -- other expense third quarter 2007 was $0.5 million,
      compared to income of $0.5 million in the third quarter
      of 2006;

   -- third quarter 2007 operating income of $3.5 million,
      compared to an operating loss of $8.7 million for the
      third quarter of 2006;

   -- as of Sept. 30, 2007, Emisphere had $21.4 million in cash
      and investments.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $27.1 million and total liabilities of $37.5 million, resulting
to a shareholders' deficit of $10.4 million.

                About Emisphere Technologies Inc.

Headquartered in Tarrytown, New York, Emisphere Technologies Inc.
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a     
biopharmaceutical company charting new frontiers in drug delivery.  
The company develops oral forms of injectable drugs, either alone
or with corporate partners, by applying its proprietary eligen(R)
technology to these drugs.

                      Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006 and 2005.  The auditing firm pointed to
the company's operating losses, limited capital resources and
significant future commitments.


FAB US: Poor Credit Quality Prompts Moody's Junk Note Ratings
-------------------------------------------------------------
Moody's Investors Service placed the notes issued by FAB US 2006-1
PLC on review for possible downgrade:

Class Description: $215,800,000 Class A1 Floating Rate Notes Due
2047

   -- Prior Rating: Aaa

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

Class Description: $59,000,000 Class A2 Floating Rate Notes Due
2047

   -- Prior Rating: Aaa

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

Class Description: $31,000,000 Class A3 Floating Rate Notes Due
2047

   -- Prior Rating: Aaa

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

Class Description: $33,500,000 Class A4 Floating Rate Notes Due
2047

   -- Prior Rating: Aa2

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

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

Class Description: $24,500,000 Class B Deferrable Floating Rate
Notes Due 2047

   -- Prior Rating: A3

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: $18,100,000 Class C Deferrable Floating Rate
Notes Due 2047

   -- Prior Rating: Baa2

   -- 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.


FEDERAL-MOGUL: Court Confirms Fourth Amended Reorganization Plan
----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware confirmed the Fourth Amended Joint
Plan of Reorganization of Federal-Mogul Corporation and its debtor
affiliates, as modified, on Nov. 8, 2007.

As part of the ruling, the Court approved the Plan B Settlement
between Cooper Industries, Ltd., and Federal-Mogul.  The
Bankruptcy Court noted that its ruling does not preclude
further deliberations and supplementing the order with approval
of Plan A.

Judge Fitzgerald found that the Fourth Amended Plan, as modified,
satisfies the 13 requirements for confirmation under Section
1129(a) of the Bankruptcy Code:

   * In accordance with Section 1129(a)(1), the Plan complies
     with all applicable provisions of the Bankruptcy Code.

   * In accordance with Section 1129(a)(2), the Debtors and the
     rest of the Plan Proponents have complied with all
     applicable provisions of the Bankruptcy Code.

   * As required under Section 1129(a)(3), the Plan Proponents
     proposed the Plan in "good faith," within the meaning of
     Section 1125(e), and is not by any means forbidden by law.

     Judge Fitzgerald noted that the Plan:

        -- has been proposed with the legitimate purpose of
           reorganizing the Debtors' affairs and maximizing the
           returns available to creditors and holders of equity
           interests; and

        -- achieves a global resolution of Asbestos Personal
           Injury Claims through the assumption of those claims
           by the Asbestos Personal Injury Trust.

   * No payment for services or costs and expenses of
     professionals in connection with the bankruptcy cases and
     the Plan has been or will be made by the Debtors other
     than payments that have been authorized by the Court in
     compliance with Section 1129(a)(4).

   * Pursuant to Section 1129(a)(5), the Debtors have disclosed
     all necessary information regarding the Reorganized
     Debtors' directors and officers, including those that may
     constitute insiders and the nature of compensation for
     those insiders.

   * The Debtors' current businesses do not involve the
     establishment of rates over which any regulatory  
     commission has or will have jurisdiction after
     Confirmation, as set forth under Section 1129(a)(6).

   * In accordance with Section 1129(a)(7), each holder of an
     impaired claim or equity interest that has not accepted
     the Plan will receive or retain property valued at not
     less than the amount that holder would receive or retain
     if the Debtors were liquidated under Chapter 7 of the
     Bankruptcy Code.

   * All Classes of Claims and Equity Interests that voted on
     the Plan have either accepted the Plan or are unimpaired   
     as required under Section 1129(a)(8).

   * The Plan also meets the requirements regarding the payment
     of Administrative Claims and Priority Claims as set forth
     in Section 1129(a)(9).

     The Plan provides that each holder of an allowed
     Administrative Claim will receive cash equal to the    
     allowed claim amount except to the extent that the holder
     agrees to a different treatment, Judge Fitzgerald notes.

   * At least one Class of Claims or Equity Interests that is
     impaired under the Plan has voted to accept the Plan in
     compliance with Section 1129(a)(10).

   * As demonstrated by the Debtors' financial projections and
     other evidence in record, confirmation of the Plan is not
     likely to be followed by the liquidation, or the need for
     further financial reorganization of the Debtors and the
     Reorganized Debtors in accordance with Section
     1129(a)(11).

   * As provided under Section 1129(a)(12), all fees payable
     pursuant to Section 1930 of the Judiciary and Judicial
     Procedure Code will be paid on or before the Effective
     Date.

   * Pursuant to Section 1129(a)(13), the Plan provides that
     the payment of all retiree benefits under retiree benefit
     plans to which Section 1114 is applicable will be
     continued absent the termination of the retiree benefit
     plans.

The Plan also complies with other provisions of the Bankruptcy
Code, including Section 1122 and 1123:

   -- Consistent with Section 1122, the Plan classifies claims
      and equity interests into a class containing only
      substantially similar claims or equity interests;

   -- In accordance with Section 1123(a)(1), the Plan properly
      classifies all claims and equity interests that require
      classification;

   -- The Plan identifies and describes each class of claims or
      equity interests that are not impaired in compliance with
      Section 1123(a)(2);

   -- As required under Section 1123(a)(3), the Plan identifies
      and describes the classes of claims or interests that are
      impaired.

   -- The treatment of each claim or equity interest within a
      Class, in accordance with Section 1123(a)(4), is the same
      as the treatment of the other claims or equity interests
      in that Class unless the holder of a claim or equity
      interest agrees to a less favorable treatment under the
      Plan.

   -- As set forth under Section 1123(a)(5), the Plan provides
      adequate means for its implementation, including:

         * the continued corporate existence of the Debtors and
           the vesting of the Debtors' assets in the
           Reorganized Debtors;

         * the cancellation of the existing notes, other debt
           securities, indentures, and Federal-Mogul Corp.  
           common stock and the surrender of existing  
           securities and instruments;

         * the issuance of Reorganized Federal-Mogul common
           stock, warrants, and junior secured PIK notes;

         * detailed provisions for making Plan distributions;

         * the implementation of various settlements under the
           Plan; and

         * the creation of the Asbestos PI Trust, the
           assumption of all Asbestos PI Claims by the Trust,
           and the discharge of the Debtors' obligations and
           liabilities on account of the Asbestos PI Claims.

   -- Pursuant to Section 1123(a)(6), the Reorganized Debtors'
      charters, bylaws or similar constituent documents contain
      provisions prohibiting the issuance of nonvoting equity
      securities and provide for the appropriate distribution
      of voting power among all classes of equity securities
      authorized for issuance;

   -- The Reorganized Debtors' charters, bylaws and similar
      constituent documents regarding the manner of selection
      of the Reorganized Debtors' officers and directors are
      consistent with the interests of creditors and equity
      security holders and with public policy as required under
      Section 1123(a)(7);

   -- As permitted by Section 1123(b)(1), the Plan provides for
      the impairment of certain Classes of Claims and Equity
      Interests, while leaving other Classes unimpaired;

   -- The Plan provides for the assumption or rejection of the
      Debtors' executory contracts and unexpired leases that
      have not yet been assumed, assigned, or rejected in
      compliance with Section 1123(b)(2);

   -- Pursuant to Section 1123(b)(3), the Plan provides that
      with certain exceptions, the Reorganized Debtors will
      retain and have the exclusive right to enforce, sue,
      settle, or compromise all claims, proceedings, and causes   
      of action arising under the Bankruptcy Code that are
      commenced prior to the closing of the Chapter 11 cases;

   -- The Plan, as required under Section 1123(b)(5), modifies
      or leaves unaffected, the rights of holders of each Class
      of Claims and Equity Interests;

   -- In accordance with Section 1123(b)(6), the Plan includes
      other provisions that comply with applicable provisions
      of the Bankruptcy Code, including provisions governing
      the treatment of claims and equity interests, the
      disposition of contracts and unexpired leases, the
      implementation of the Plan, and the injunctions, releases
      and discharges to be effected by the Plan;

   -- The Plan further provides for the satisfaction of cure
      amounts in connection with each executory contract and
      unexpired lease to be assumed consistent with Section
      1123(d).

   -- The purpose of the Plan is not the avoidance of taxes or
      requirements under the Securities Act of 1933.  Thus, the
      Plan complies with the provisions of Section 1129(d).

In addition, the Bankruptcy Court held that the Plan comports
with Section 524(g) regarding the issuance of an injunction to
enjoin entities from taking legal action to recover payment in
respect of Asbestos PI Claims against the Reorganized Debtors.

The issuance of the Injunction is necessary to preserve and
promote the settlements contemplated by and provided for in the
plan, Judge Fitzgerald said.

All objections to the Plan have been consensually resolved or
were otherwise voluntarily withdrawn.

                   Insurer Settlements Approved

As reported in the Troubled Company Reporter on Nov. 7, 2007, to
recall, certain insurance carriers strongly opposed the Plan
to the extent of its liability coverage of the Debtors' asbestos
claims.  In an effort to resolve the remaining confirmation
objections, the Debtors entered into separate settlement
agreements with those insurers.

Accordingly, the Bankruptcy Court also approved the Asbestos
Bodily Injury Coverage in Place Agreement among Felt Products
Manufacturing Co., Federal-Mogul Corp., and certain insurers, as
well as the Debtors' settlements with five insurer parties:

   * 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.

Judge Fitzgerald clarified that the Insurer Settlements do not
negatively impact the rights of non-party insurance companies.

Moreover, the Bankruptcy Court approved the Stipulation on the
Asbestos Assignment and Preemption Issues between the Debtors and
certain signatory insurers.  In accordance with the Stipulation,
the Signatory Insurers withdrew their objections to the assignment
of policy rights to the Asbestos PI Trust.  To the extent not
already listed, the Signatory Insurers have been included in the
list of Settling Asbestos Insurance Companies.

Pursuant to a Court-approved stipulation with the Debtors,
Certain Underwriters at Lloyd's, London, and Certain London
Market Companies reserve their right to appeal the order
approving the Stipulation.  The Underwriters agree that they will
not seek a reconsideration or review of the Plan Confirmation
Order with respect to the Stipulation.

                  Non-Material Plan Modifications

As previously reported, the Plan Proponents delivered to the
Bankruptcy Court on Nov. 5, 2007, a further modified Fourth
Amended Plan to clarify certain provisions of the Asbestos Bodily
Injury Coverage in Place Agreement among Felt Products
Manufacturing Co., Federal-Mogul Corp., and certain signatory
insurers.

Among other things, the Plan Proponents restated the Fourth
Amended Plan to provide that the requirement of the Trustees of
the Asbestos PI Trust to obtain the consent of the Trust Advisory
Committee and the Future Claimants Representative in carrying out
certain of their duties is subject to the provisions of the CIP
Agreement with respect to the Fel-Pro Subfund, the Vellumoid
Subfund, Fel-Pro Claims, Vellumoid Claims or Federal-Mogul
Asbestos Claims.

Robert L. Katz, Esq., senior vice president and general counsel
to Federal-Mogul Corp., elaborates that the U.S. Asbestos Trust
is required to provide Columbia Casualty Company, Continental
Casualty Company, and The Continental Insurance Company with
information related to any lawsuit involving a Fel-Pro Claim or a
Vellumoid Claim contemporaneously with the provision of that
information to the lead insurer.  The Asbestos PI Trust will not
withdraw that tender to either CNA or the Lead Insurer without
withdrawal as to the other, Mr. Katz relates.

The handling of Fel-Pro or Vellumoid Claims in accordance with
the CIP Agreement, Mr. Katz says, will be without prejudice to:

   -- CNA's right to participate in the defense and resolution
      of the Fel-Pro or Vellumoid Claims; and

   -- the Trust's rights to:

      * pursue coverage from CNA for the Fel-Pro or Vellumoid
        Claims; and

      * seek contribution or reimbursement from CNA in its
        capacity as successor to the Debtors' rights or as
        assignee of the contribution rights of the CIP
        Insurers.

Judge Fitzgerald finds that all of the Plan Modifications
proposed by Debtors at several instances do not materially and
adversely affect or change the treatment of any claim or equity
interest in  any Debtor.

A full-text copy of the Nov. 5 Modified Federal-Mogul Fourth
Amended Plan is available for free at:

             http://ResearchArchives.com/t/s?252c

                      Federal-Mogul's Statement

Federal-Mogul Corp. is seeking the affirmation by the U.S.
District Court, the Honorable Joseph H. Rodriguez presiding,
which must also take place for the company to emerge from
bankruptcy.

Federal-Mogul voluntarily filed in 2001 for Chapter 11 in
the U.S. and Administration in the U.K. in order to separate its
asbestos liabilities from its true operating potential.  These
restructuring proceedings provided the company the opportunity to
emerge from bankruptcy as a leading global automotive supplier.

Chairman, president and chief executive officer Jose Maria
Alapont said emergence from Chapter 11 will be instrumental in
the company's drive to generate growth in key markets, and
develop innovative technologies at competitive cost, creating
value for its global customers.

"We thank our employees, customers and stakeholders for
their continued support," said Mr. Alapont.  "The Federal-Mogul
team has been relentless in its dedication to service excellence,
and remains focused on our successful operating performance and
the implementation of our sustainable global profitable growth
strategy."

                      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 &
Jones, 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. 152; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


FIRST UNION: Credit Support Erosion Cues S&P to Lower Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
First Union National Bank Commercial Mortgage Trust's series
2002-C1.  Concurrently, S&P affirmed its ratings on 13 other
classes from the same transaction.
     
The lowered ratings reflect the expected erosion of credit support
upon the resolution of the Central Medical loan, which is in
special servicing.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
The Central Medical loan has a balance of $10.3 million (2%).  It
is secured by a 102,070-sq.-ft. medical office property in St.
Paul, Minnesota.  The loan is 60 days delinquent and was
transferred to the special servicer due to imminent default.  The
debt service coverage was 0.76x as of June 30, 2007, while
occupancy was 54.1% as of Sept. 17, 2007.  A monthly appraisal
subordinated entitlement reduction totaling $38,639 is in effect
for this loan.  The resolution of the asset may result in a
significant loss to the trust, which will materially affect the
credit enhancement levels of the lowered classes.
     
As of the Oct. 12, 2007, remittance report, the collateral pool
consisted of 97 loans with an aggregate principal balance of
$646.3 million, down from 106 loans with a balance of
$728.3 million at issuance.  The master servicer, Wachovia Bank
N.A., reported financial information for 98% of the nondefeased
loans.  Ninety-two percent of the servicer-reported information
was full-year 2006 data.  Using this information, Standard &
Poor's calculated a weighted average DSC of 1.48x, up from 1.35x
at issuance.  In addition to Central Medical, there is one other
loan in the pool with the special servicer, CWCapital Asset
Management LLC.  The loan is 60 days delinquent.  To date, the
trust has experienced six losses totaling
$9.4 million.
     
The top 10 exposures have an aggregate outstanding balance of
$172.6 million (27%).  The weighted average DSC for the top 10
exposures is 1.66x, up from 1.35x at issuance.  Despite the
increase in DSC, one of the top 10 exposures appears on the master
servicer's watchlist, and one is with the special servicer.  
Standard & Poor's reviewed property inspections provided by the
master servicer for the properties securing the top 10 exposures,
and all were characterized as either "good" or "excellent."  
     
Amaretto at North Tampa ($3.8 million, 1%) is the other loan with
the special servicer.  The collateral for this loan is a 96-unit
multifamily property in Tampa, Florida.  The loan was transferred
to the special servicer in October 2007 because of payment
delinquency.  The DSC was 0.61x as of year-end 2006.  The loan was
previously in special servicing for a similar payment delinquency.
     
Wachovia reported a watchlist with an aggregate outstanding
balance of $89.8 million (14%) consisting of 16 loans, including
the third-largest exposure in the pool, which was placed on the
watchlist because of property maintenance issues.     The loan
($23.5 million, 4%) is secured by 14 U-Haul self-storage
properties located across the U.S.  The year-end 2005 DSC was
2.04x, and combined occupancy was 89% as of Sept. 19, 2001.  
     
Standard & Poor's stressed the specially serviced and watchlisted
loans, as well as any other loans with credit issues, as part of
its pool analysis.  The resultant credit enhancement levels
support the lowered and affirmed ratings.    


                        Ratings Lowered
    
     First Union National Bank Commercial Mortgage Trust
        Commercial mortgage pass-through certificates
                         series 2002-C1

                     Rating
                     ------
        Class    To         From     Credit enhancement
        -----    --         ----      -----------------
        L        B+         BB-             2.76%
        M        CCC+       B               1.64%
        N        CCC-       B-              1.07%

                       Ratings Affirmed
    
       First Union National Bank Commercial Mortgage Trust
          Commercial mortgage pass-through certificates
                        series 2002-C1

         Class    Rating     Credit enhancement
         -----    ------     ------------------
         A-1      AAA              24.32%
         A-2      AAA              24.32%
         B        AAA              20.23%
         C        AAA              15.16%
         D        AA+              13.75%
         E        AA               12.48%
         F        AA-              10.51%
         G        A-                8.96%
         H        BBB+              6.71%
         IO-I     AAA                N/A
         IO-II    AAA                N/A
         J        BBB-              4.45%
         K        BB+               3.61%


                  N/A - Not applicable.


FORD MOTOR: Post $380 Million Net Loss in 3rd Qtr. Ended Sept. 30
-----------------------------------------------------------------
Ford Motor Company reported Thursday a net loss of $380 million
for the third quarter of 2007.  This compares with a net loss of  
$5.2 billion in the third quarter of 2006.

Ford's third-quarter revenue was $41.1 billion, up from
$37.1 billion a year ago.  The increase primarily reflected higher
net pricing, changes in currency exchange rates, and improved
product mix.

Ford's third-quarter loss from continuing operations, excluding
special items, was $24 million, compared with a loss of
$850 million in the same period a year ago.

Special items reduced pre-tax results by $350 million in the third
quarter.  These special items were associated with the previously
disclosed Trust Preferred Securities exchange offer, and charges
associated with Ford Europe and PAG personnel reductions and other
restructuring actions.  Favorable cost adjustments associated with
Ford North America personnel reduction programs were a partial
offset.

Automotive gross cash, which includes cash and cash equivalents,
net marketable securities, loaned securities and short-term VEBA
assets, was $35.6 billion at Sept. 30, 2007, an increase of
$1.7 billion from year-end 2006.

The company continues to explore in greater detail the potential
sale of Jaguar and Land Rover with interested parties and
anticipates these discussions will culminate in an agreement no
later than early next year.

In addition, the company has been conducting a strategic review of
Volvo, and has developed a plan.  The first priority of the plan
is to improve financial performance at Volvo.  The plan also
includes: enhancing Volvo's position as a global producer of
premium vehicles; establishing appropriate business arrangements
between Volvo and Ford-brand operations to allow Volvo to operate
on a more stand-alone basis in the absence of the PAG structure;
and, continuing to achieve synergies between Ford-brand operations
and Volvo in areas such as product development and purchasing.  
The company plans to disclose Volvo's financial performance
beginning with 2008 results.

"Our third quarter performance is very encouraging," said Ford
president and chief executive officer Alan Mulally.  "We can see
our plan taking hold with significant improvement continuing in
our core Automotive operations.  We remain committed to executing
the four priorities of our plan - restructuring the business to
operate profitably, accelerating the development of new products
that our customers want and value, funding our plan and improving
our balance sheet, and working even more effectively together as
one Ford team, leveraging our global assets."

                        Automotive Sector

On a pre-tax basis, worldwide Automotive sector losses in the
third quarter were $362 million.  This compares with a pre-tax
loss of $1.9 billion during the same period a year ago.  The
improvements were more than explained by higher net pricing, lower
costs, and improved volume and mix, partially offset by higher
interest expense, and unfavorable changes in currency exchange
rates.

Vehicle wholesales in the third quarter were 1,487,000, up from
1,467,000 a year ago.  Worldwide Automotive revenue for the third
quarter was $36.3 billion, up from $32.5 billion in the same
period last year.  The increase primarily reflected higher net
pricing, changes in currency exchange rates, and improved product
mix.

Ford North America: In the third quarter, Ford North America
reported a pre-tax loss of $1.0 billion, compared with a pre-tax
loss of $2.1 billion a year ago.  The improvement primarily
reflected higher net pricing and improved product mix, partially
offset by unfavorable changes in currency exchange rates.  Revenue
was $16.5 billion, up from $15.4 billion for the same period a
year ago.

Ford South America: Ford South America reported a third-quarter
pre-tax profit of $386 million, compared with a pre-tax profit of
$201 million a year ago.  The improvement was primarily explained
by higher net pricing and higher volume.  Third quarter revenue
improved to $2.1 billion from $1.5 billion in 2006.

Ford Europe:  Ford Europe third-quarter pre-tax profit was
$293 million, compared with a pre-tax loss of $13 million during
the same period in 2006.  The improvement was more than explained
by lower costs and higher net pricing, partially offset by lower
volume and less favorable mix.  During the third quarter of 2007,
Ford Europe's revenue was $8.3 billion, compared with $7.3 billion
during the third quarter of 2006.

Premier Automotive Group (PAG): PAG reported a pre-tax loss of
$97 million for the third quarter, compared with a pre-tax loss of
$508 million for the same period in 2006.  The third-quarter 2007
result reflected a loss at Volvo, partially offset by a small
profit at the combined Jaguar and Land Rover operation.  The year-
over-year improvement was primarily explained by cost reductions
across all brands, including the non-recurrence of adverse 2006
adjustments to warranty reserves.  Higher volumes and higher net
pricing were partially offset by the effect of the continued
weakening of the U.S. dollar against key European currencies.  
Third-quarter 2007 revenue was $7.4 billion, compared with
$6.5 billion a year ago.

Ford Asia Pacific and Africa: For the third quarter, Ford Asia
Pacific and Africa reported a pre-tax profit of $30 million,
compared with a pre-tax loss of $56 million a year ago.  The
improvement primarily reflected cost reductions and higher net
pricing, partially offset by adverse product mix, mainly in
Australia.  Revenue was $1.8 billion for the third quarter of
2007, compared with $1.6 billion in 2006.

Mazda: For the third quarter, Ford earned $18 million from its
investment in Mazda and associated operations, compared with $40
million during the same period a year ago.

Other Automotive: Third-quarter results included a pre-tax profit
of $29 million, compared with a profit of $553 million a year ago.  
The year-over-year deterioration primarily reflected the non-
recurrence of last year's tax-related interest.

                    Financial Services Sector

For the third quarter, the Financial Services sector earned a pre-
tax profit of $556 million, compared with a pre-tax profit of
$750 million a year ago.

Ford Motor Credit Company: On a pre-tax basis from continuing
operations, Ford Motor Credit Company earned $546 million in the
third quarter compared with $730 million in the previous year.  
The decrease in earnings was more than explained by the non-
recurrence of prior-year credit loss reserve reductions, higher
depreciation expense for leased vehicles and higher borrowing
costs.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$276.163 billion in total assets, $273.606 billion in total
liabiities, $1.394 billion in minority interests, and
$1.163 billion in tota 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?2520

                             Outlook

The company is ahead of its 2007 plan both on a pre-tax and net
income basis, and anticipates substantial year-over-year
improvement in fourth quarter results.  Fourth quarter Automotive
and cmpany pre-tax results are expected to be a loss, more than
explained by North America.  Full-year pre-tax results excluding
special items are expected to be in the range of a small loss to
breakeven, which would be a significant improvement from a year
ago.

Excluding gains or losses from future divestitures, special items
for full-year 2007 are expected to be a charge in the range of
$1 billion to $2 billion, including a one-time, non-cash charge
estimated to be approximately $1.4 billion relating to a proposed
change in business practice for offering and announcing retail
variable marketing incentives to our dealers.

Ford Motor Credit expects to earn $1.3 billion to $1.4 billion
this year on a pre-tax basis, excluding the impact of gains and
losses related to market valuation adjustments from derivatives,
consistent with the previous estimate.

The company is on track to meet its North American cost reduction
target of $5 billion by 2008 as compared with 2005.  Progress is
being made on achieving U.S. market share goals, and the company
is ahead of its $17 billion cash outflow target for the 2007 to
2009 period.

"Our third-quarter and year-to-date performance indicate that our
plan is working,"" said Mulally.  "Our full-year pre-tax outlook
excluding special items is to be substantially better than 2006.  
We remain committed to improving our business and delivering our
plan."

                         About Ford Motor

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 250,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo and Mazda.  The company provides financial services
through Ford Motor Credit Company.

                          *     *     *

As reported in the Troubled Company Reorter on Nov. 7, 2007,
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.


FREMONT GENERAL: Earns $18.3 Million in 3rd Quarter Ended Sept. 30
------------------------------------------------------------------
Fremont General Corporation, doing business primarily through its
wholly-owned industrial bank, Fremont Investment & Loan, reported
Thursday results for the third quarter ended Sept. 30, 2007.  
Third quarter results reflect the sale of the company's commercial
real estate lending business and related loan portfolio to iStar
Financial Inc. on July 2, 2007.  

The company reported net income of $18.3 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$29.5 million in the corresponding quarter in 2006.

On July 2, 2007, Fremont Investment completed the sale of its
commercial real estate lending business and related loan portfolio
to iStar pursuant to an Asset Purchase Agreement entered into on
May 21, 2007.  Fremont Investment sold its entire $6.27 billion
commercial real estate loan portfolio to iStar and received
$1.89 billion in cash plus a $4.21 billion participation interest
in the sold portfolio.  The company recorded a $65.6 million gain
during the third quarter of 2007 related to the iStar sale.
Primarily as a result of this gain, income from continuing
operations for the third quarter of 2007 was $32.2 million.

Fremont Investment is entitled to receive 70% of all principal
payments on the loans sold to iStar, including payments on the
unfunded commitments that are subsequently funded by iStar.  The
terms of the agreement call for iStar to provide the company with
principal paydowns on a monthly basis plus interest payments on
the unpaid principal balance at LIBOR + 150 basis points.  The
company received $580 million in principal during the quarter,
leaving a remaining principal balance of $3.62 billion as of
Sept. 30, 2007. The company recognized $70.7 million in interest
income on this participation interest during the quarter.

      Discontinued Residential Mortgage Operations Stabilize

The company continued to reduce its portfolio of residential real
estate loans held for sale in the third quarter and realized a
loss of $4.1 million, net of valuation reserves, related to the
sale of $243.9 million of residential real estate loans during the
quarter.  During the nine months ended Sept. 30, 2007, the company
recognized a loss of $881.1 million, net of valuation reserves,
related to the sale of $8.75 billion of residential real estate
loans.  The company continues to service residential real estate
loans, recognizing loan servicing income of $26.6 million as
compared to $26.4 million during the third quarter of 2006.  As a
result of these factors, losses from discontinued residential
mortgage operations were reduced to $13.9 million for the quarter.
The company had $995.9 million in residential real estate loans
held for sale as of Sept. 30, 2007, with a valuation reserve that
totaled $484.3 million as of that date.

The company's consolidated cash and cash equivalents at Sept. 30,
2007 totaled $2.7 billion and the cash position of the holding
company at Sept. 30, 2007, totaled $42.2 million.   

The company's compensation and related expense totaled
$14.4 million for the third quarter of 2007 as compared to
$25.1 million for the third quarter of 2006, a 42.9% decrease.  At
Sept. 30, 2007, the company had 984 employees compared to 3,500
employees at Dec. 31, 2006.   

Fremont Investment, as of Sept. 30, 2007, had $8.72 billion in
total assets, $7.96 billion in FDIC-insured deposits and
$549.9 million in stockholder's equity, with a total Risked-Based
Capital ratio of 10.46%.   

Fremont Investment serviced $16.64 billion of residential real
estate loans as of Sept. 30, 2007, of which $15.38 billion were
being serviced to maturity.   

                          Balance Sheet

At Sept. 30, 2007, Fremont General Corp.'s consolidated balance
sheet showed $8.79 billion in total assets, $8.49 billion in total
liabilities, and $305.0 million in total shareholders' equity.

                      About Fremont General

Headquartered in Santa Monica, California, Fremont General
Corporation (NYSE: FMT) -- http://www.fremontgeneral.com/-- is a  
financial services holding company which is engaged in deposit
gathering through a retail branch network in Central and Southern
California and residential real estate mortgage servicing through
its wholly owned subsidiary Fremont Investment & Loan.  Fremont
Investment funds its operations primarily through deposit accounts
sourced through its 22 retail banking branches which are insured
up to the maximum legal limit by the Federal Deposit Insurance
Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2007
Fitch Ratings downgraded Fremont General Corp.'s Long-term Issuer
Default Rating to 'CC' from 'CCC' and Long-term senior debt to
'C/RR6' from 'CC/RR5'.  At the same time,Fitch affirmed Fremont
General Corp.'s Short-term IDR at 'C', Individual Rating at 'E',
Support Rating at '5', and Support Floor at 'NF'.  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.


G-I HOLDINGS: Court OK's Appointment of Examiner to Probe Tersigni
------------------------------------------------------------------
Chief Judge Rosemary Gambardella of the U.S. Bankruptcy Court for
the District of New Jersey approved the request of Kelly Beaudin
Stapleton, the U.S. Trustee for Region 3, for the appointment of
an examiner in the chapter 11 cases of G-I Holdings, Inc., and its
debtor-affiliate, ACI Inc.

The examiner will investigate the conduct of L. Tersigni
Consulting, P.C, and determine whether the Debtors or the estate
have any causes of action against the firm.

Tersigni's retention as financial advisor to the Official
Committee of Asbestos Personal Injury Claimants was approved on
March 2, 2001.

                  Request for Examiner

In her request, the U.S. Trustee disclosed that a preliminary
investigation of the firm's billing practices in the Debtor's case
revealed that it improperly billed this estate for time that it
did not work.  Further, it also appeared that the firm engaged in
a systematic effort to improperly increase its bills in not only
this case, but in many other bankruptcy cases in which it was
employed.

While the preliminary investigation uncovered improper billings as
it related to certain former employees of Tersigni, the total
scope, extent and effect of the firm's actions has not been
determined and thus the need for an examiner, the U.S. Trustee
added.

The U.S. Trustee contended that this issue is of vital importance
as it involves allegations of a professional who has violated its
fiduciary obligation to the estate and its duty of candor to the
court.  The appointment of an independent fiduciary to investigate
these serious allegations of fraud and dishonesty related to the
affairs of the Debtors is both warranted and necessary.

The appointment of an examiner, the Trustee further contended, is
a benefit to all creditors and the estate because it serves to
uncover the extent of Tersigni's conduct and determine the causes
of action for this estate that exist against the firm.

                  Allegations Against Tersigni

The Trustee related that in April 2006, it came to her attention
that Loreto Tersigni, the sole owner and principal of the firm,
was allegedly improperly marking up the time charges on Tersigni's
fee applications filed in not only this case, but numerous
bankruptcy cases in which it was employed.

Specifically, it was alleged that prior to filing fee applications
with the court, Mr. Tersigni would receive internal time records
from employees at the firm who worked on the case. It was also
alleged that when preparing the fee applications, Mr. Tersigni
would subsequently add on time for services that were not
performed by employees of Tersigni.  These actions would have the
effect of improperly raising the fees in their filed fee
applications and causing the estates to pay fees that were not
earned.

After this information was initially discovered, the Trustee said
it conducted a preliminary investigation and discovered that the
fee applications filed by Tersigni in this case since at least
2002 were improper because time that was not worked was added to
those fee applications.  Through a sample review of three
professionals at Tersigni, it was uncovered that the internal
invoices for those professionals had time improperly added to them
by Mr. Tersigni when the fee applications were filed.

                     Other Chapter 11 Cases

As reported in the Troubled Company Reporter Oct. 11, 2007, the
Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware refused to appoint a Court examiner to probe
on the bills paid by W.R. Grace & Co. and its debtor affiliates to
L. Tersigni Consulting until the Office of the U.S. Trustee for
Region 3 can explain why it took them more than a year to inform
the Court of the investigation initiated by the Department of
Justice on Loreto Tersigni and the Tersigni firm

As reported in the Troubled Company Reporter on Oct. 12, 2007, the
Trustee also asked the New Jersey Bankruptcy Court to appoint an
examiner in Congoleum Corp. and its debtor-affiliates chapter 11
cases.

                       About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The company filed for chapter 11 protection on
Jan. 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary chapter 11 petition on Aug. 3,
2001.  The cases were consolidated on Oct. 10, 2001.  Dennis J.
O'Grady, Esq., and Mark E. Hall, Esq., at Riker, danzig, Scherer,
Hyland & Perretti LLP; and Martin J. Bienenstock, Esq., and Shai
Y. Waisman, Esq., at Weil, Gotshal & Manges LLP,  represent the
Debtors.

C. Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.


GEOKINETICS INC: Completes $25 Mil. Lease Facility with CIT Group
-----------------------------------------------------------------
Geokinetics Inc. closed a new $25 million capital lease facility
with CIT Group/Equipment Financing Inc.  This facility adds
$25 million of additional capacity to the company's existing
capital lease with CIT that closed on July 25, 2006, for an
original amount of $6 million.

"I am happy to report the expansion of our relationship with CIT,"
Richard Miles, president and CEO of Geokinetics, said. "This
facility will serve as a major cornerstone for the future growth
of Geokinetics."  

"We have experienced record levels of backlog and that, along with
ever-increasing demand from our customers to deliver world-class
data in some of the world's toughest environments, has fueled our
significant capital investment program for this year," Mr. Miles
added.  "This facility will help us to finance our equipment on a
long-term basis and support our growth plans going forward."
    
Headquartered in Houston, Texas, Geokinetics Inc. (AMEX:GOK) --   
http://www.Geokinetics.com/-- is a provider of seismic    
acquisition and high-end seismic data processing services to the
oil and gas industry.  Geokinetics has strong operating presence
in North America and is focused on key markets internationally.  
Geokinetics operates in some of the most challenging locations in
the world from Arctic to mountainous jungles to transition zone
environments.

                          *     *     *

Standard and Poor's rated the company's long-term foreign and
local issuer credits at 'B-'.


GEORGIA GULF: Decline in PVC Unit Cues Moody's to Take Neg. Action
------------------------------------------------------------------
Moody's Investors Service placed Georgia Gulf Corporation under
review for possible downgrade due to continuing weakness in its
downstream PVC fabricated products businesses that were acquired
from Royal Group Technologies Ltd in 2006.  Due to the expectation
of further weakness in the US housing market and a potential
slowdown in the US economy, Moody's believes that the company's
credit metrics will continue to underperform prior projections and
that the company will need to renegotiate the financial covenants
in its bank facilities over the next three to six months.

Approximately $1.3 billion of debt securities are affected.

Moody's expects an accelerated review, which will examine the
potential negative impact of declining demand in downstream
markets, further volatility in feedstock and energy prices, as
well as the potential positive impact of additional (estimated at
$27 million per year by the first quarter of 2008) synergies and
shifting additional production volumes to the US.  The review will
also evaluate the company's ability to increase free cash flow and
improve its liquidity in 2008.

On Review for Possible Downgrade:

Issuer: Georgia Gulf Corporation

   -- Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently B1

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently B1

   -- Senior Subordinated Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B3

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently Ba2

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B2

Outlook Actions:

Issuer: Georgia Gulf Corporation

   -- Outlook, Changed To Rating Under Review From Stable

Georgia Gulf Corporation, headquartered in Atlanta, Georgia, is a
producer of commodity chemicals including chlorovinyls (chlorine,
caustic soda, vinyl chloride monomer, vinyl resins and vinyl
compounds), PVC fabricated products (pipe, siding, window
profiles, plastic lumber, etc.), and aromatics (cumene, phenol and
acetone).  The company generated revenues of $3.1 billion for the
LTM ending September 30, 2007.


GREEN TREE: S&P Puts Default Rating on Cl. B-1 Senior Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-1 senior/subordinated pass-through certificates from Green Tree
Financial Corp. Manufactured Housing Trust 1996-9
to 'D' from 'CCC-'.
     
The lowered rating reflects the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investment.  This transaction reported an
outstanding liquidation loss interest shortfall for its class B-1
certificates on the October 2007 payment date.
     
Standard & Poor's believes that interest shortfalls for this
transaction will continue to be prevalent in the future, given the
adverse performance trends displayed by the underlying pool of
collateral, as well as the location of subordinate class write-
down interest at the bottom of the transaction's payment
priorities (after distributions of senior principal).
     
As of the October 2007 payment date, series 1996-9 had experienced
cumulative net losses of 14.29% of its initial pool balance.
     
Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


GSAMP TRUST: Moody's Junks Ratings on Four Certificate Classes
--------------------------------------------------------------
Moody's Investors Service downgraded 11 classes of certificates
from four deals issued by GSAMP Trust in 2002 and 2004.  The
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses. GSAMP Trust 2002-HE is backed by
subprime, fixed and adjustable-rate mortgage loans.  The pool
factor is less than 6%, and nearly a third of the pool is over 60
days delinquent. Losses have eroded the overcollateralization
(OC), leaving the rated bonds less protected.  As of October 2007,
OC was below target, providing $0.7 million protection against
$3.7 million worth of loans in foreclosure and REO.  Stepdown
allowed repayment of the junior-most tranche, Class B-3, and most
of Class B-2, leaving less protection for the next tranches up the
loss priority.

GSAMP Trust 2004-HE1 and GSAMP Trust 2004-HE2 are backed by
subprime, fixed and adjustable-rate mortgage loans, and have lost
credit enhancement provided by subordination due to stepdown.
GSAMP Trust 2004-SEA2 is backed by subprime, fixed-rate seasoned
mortgage loans.  As of October 2007, both the OC and the junior-
most Class B-2 were completely written down, and Class B-1 was
mostly written down.

Complete rating actions are:

Issuer: GSAMP Trust 2002-HE

   -- Cl. M-1, Downgraded to Aa3 from Aaa

   -- Cl. M-2, Downgraded to Baa2 from A2

   -- Cl. B-1, Downgraded to Caa1 from Ba2

   -- Cl. B-2, Downgraded to Caa2 from B1

Issuer: GSAMP Trust 2004-HE1

   -- Cl. B-1, Downgraded to Baa3 from Baa2

   -- Cl. B-2, Downgraded to Ba3 from Baa3

Issuer: GSAMP Trust 2004-HE2

   -- Cl. B-4, Downgraded to B3 from Ba2

Issuer: GSAMP Trust 2004-SEA2

   -- Cl. M-2, Downgraded to Ba2 from Baa2

   -- Cl. M-3, Downgraded to B3 from Ba2

   -- Cl. M-4, Downgraded to Caa3 from B3

   -- Cl. M-5, Downgraded to Ca from Caa2


GSR MORTGAGE: Moody's Puts Low-B Ratings on Two Cert. Classes
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by GSR Mortgage Loan Trust 2007-OA2 and
ratings ranging from Aa1 to B2 to the subordinate certificates in
the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization residential mortgage loans acquired by
Goldman Sachs Mortgage Company.  The collateral was originated by
Quicken Loans Inc., and Residential Funding Company, LLC and other
originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination.
Moody's expects collateral losses to range from 1.90% to 2.10%.

Wells Fargo Bank, N.A. will act as master servicer. Moody's has
assigned Wells Fargo Bank, N.A. its top servicer quality rating of
SQ1 as a master servicer.

The complete ratings action are:

GSR Mortgage Loan Trust 2007-OA2

Mortgage Pass-Through Certificates, Series 2007-OA2

   -- Cl. 1A-1, Assigned Aaa

   -- Cl. 2A-1, Assigned Aaa

   -- Cl. A-2, Assigned Aaa

   -- Cl. 1-X, Assigned Aaa

   -- Cl. 2-X, Assigned Aaa

   -- Cl. B-1, Assigned Aa1

   -- Cl. B-2, Assigned Aa2

   -- Cl. B-3, Assigned Aa3

   -- Cl. B-4, Assigned A2

   -- Cl. B-5, Assigned Baa1

   -- Cl. B-6, Assigned Ba2

   -- Cl. B-7, Assigned B2


HALCYON SECURITIZED: Moody's Rates Three Cert. Classes at Low-B
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Halcyon
Securitized Products Investors ABS CDO II Ltd. on review for
possible downgrade:

Class Description: Up to $225,000,000 Class A-1(a) Senior Secured
Floating Rate Notes Due 2046

   -- Prior Rating: Aaa

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

Class Description: $75,000,000 Class A-1(b) Senior Secured
Floating Rate Notes Due 2046

   -- Prior Rating: Aaa

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

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

Class Description: $82,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

   -- Prior Rating: Aaa

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

Class Description: $36,000,000 Class B Senior Secured Floating
Rate Notes Due 2046

   -- Prior Rating: Aa2

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

Class Description: $27,500,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

   -- Prior Rating: A2

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

Class Description: $21,500,000 Class D-1 Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

   -- Prior Rating: Baa2

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

Class Description: $6,000,000 Class D-2 Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

   -- Prior Rating: Baa3

   -- Current Rating: B1, on review for possible downgrade

Class Description: $4,000,000 Class E Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

   -- 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.


HARRAH'S ENT: Indiana Gaming Commission Approves Apollo Buyout
--------------------------------------------------------------
Harrah's Entertainment Inc. received approval from the Indiana
Gaming Commission for the proposed acquisition of Harrah's by
affiliates of Apollo Management L.P. and TPG Capital.

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Harrah's Entertainment has entered into a definitive
agreement for affiliates of Texas Pacific Group and Apollo
Management L.P. to acquire Harrah's in an all-cash transaction
valued at approximately $27.8 billion, including the assumption of
approximately $10.7 billion of debt.

Under the terms of the agreement, Harrah's stockholders will
receive $900 in cash for each outstanding Harrah's share.  

The Harrah's board of directors, based on the recommendation of a
special committee of non-management directors, which conducted a
thorough review of Harrah's strategic alternatives, has approved
the agreement and has recommended that Harrah's stockholders vote
in favor of the agreement.

The transaction remains subject to approval by other jurisdictions
in which Harrah's subsidiaries operate and other conditions to
closing set forth in the agreement and plan of merger entered into
on Dec. 19, 2006.

                About Apollo Management L.P.

Based in New York, Apollo Management L.P. is a private equity L.P.
firm, founded in 1990 by Leon Black.  It also has offices in Los
Angeles and London.  It has invested over $16 billion in companies
inside and outside the of the United States.

                       About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital, also known as
Texas Pacific Group - http://www.texaspacificgroup.com/-- has   
staked its claim on the buyout frontier.  The company, which does
not get involved in the day-to-day operations of the companies in
which it invests, usually holds onto an investment for at least
five years, although consistent moneymakers may be kept
indefinitely.

                   About Harrah's Entertainment
   
Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- has grown through    
development of new properties, expansions and acquisitions, and
now owns or manages casino resorts on four continents and hosts
over 100 million visitors per year.  The company's properties
operate under the Harrah's, Caesars and Horseshoe brand names;
Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker. Harrah's also owns the
London Clubs International family of casinos.

                          *     *     *

Harrah's Entertainment Inc. continues to carry Standard & Poor's
long term foreign and local issuer credit ratings at "BB" which
was placed in December 2006.


HOBOKEN WOOD: Opts to Liquidate Assets Under Chapter 7
------------------------------------------------------
Hoboken Wood Flooring LLC and three affiliates last week filed for
Chapter 7 liquidation with the U.S. Bankruptcy Court for the
District of Delaware.

The affiliates include SPI Floors LLC, Garden State Supplies LLC,
and WFA, LLC.

Craig S. Dean, Chief Restructuring Officer, says that the company
had considered an orderly liquidation under Chapter 11 of the
Bankruptcy Code.  Mr. Dean relates however that after review, the
company opted to file under Chapter 7 of the Bankruptcy Code in
light of:

    (a) that the cash needs of the company in order to pursue the  
        orderly liquidation of its remaining assets in a
        commercially reasonable manner under the circumstances;

    (b) its inability to obtain other financing in the event that
        it pursued an orderly liquidation;

    (c) its inability to generate cash while operating as a debtor
        and debtor-in-possession under chapter 11; and

    (d) the company's inability to fund payroll for its existing
        employees.

Court records show that Jeoffrey L. Burtch has been appointed as
Chapter 7 Trustee.

The Hon. Christopher S. Sontchi has set a section 341(a) creditors
meeting on Dec. 11, 2007.

based in Wayne, New Jersey, Hoboken Wood Flooring LLC --
http://www.hobokenfloors.com/-- is the largest independent  
distributor of hardwood flooring in the U.S.


HOBOKEN WOOD: Voluntary Chapter 7 Case Summary
----------------------------------------------
Debtors: Hoboken Wood Flooring LLC
         dba Hoboken Wood Flooring Corp-South
         dba Hoboken Wood Flooring LLC-South
         dba Hoboken Floors
         70 Demarest Drive
         Wayne, NJ 07470

Bankruptcy Case No.: 07-11658

Debtor-affiliates filing separate Chapter 7 petitions:

        Entity                                     Case No.
        ------                                     --------
        SPI Floors LLC                             07-11659
        Garden State Supplies LLC                  07-11660
        WFA, LLC                                   07-11661

Type of Business: Hoboken Wood is the largest independent
                  distributor of hardwood flooring in the U.S.
                  See http://www.hobokenfloors.com/

Chapter 7 Petition Date: November 7, 2007

Court: District of Delaware

Judge: Christopher S. Sontchi

Debtors' Counsel: Mark S. Chehi, Esq.
                  Skadden, Arps, Slate, Meagher & Flom
                  One Rodney Square, P.O. Box 636
                  Wilmington, DE 19899-0636
                  Tel: (302) 651-3000
                  Fax: (302) 651-3160

                        Estimated Assets     Estimated Debts
                        ----------------     ---------------
Hoboken Wood            More than            More than
  Flooring LLC          $100 Million         $100 Million

SPI Floors LLC          $1 Million to        More than
                        $100 Million         $100 Million

Garden State            Less than $10,000    $1 Million to
  Supplies LLC                               $100 Million

WFA, LLC                $100,000 to          $1 Million to
                        $1 Million           $100 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


HOMBANC CORP: Wants Exclusive Plan Filing Period Moved to April 7
-----------------------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend their exclusive periods to:

    -- file a Chapter 11 plan, which expires on Dec. 7, 2007,
       through and including April 7, 2008; and

    -- solicit acceptances of the plan, which expires on
       Feb. 5, 2008, through and including June 4, 2008.

The Debtors have been in Chapter 11 for over three months.  
During this time, the Debtors have attempted to conduct an
orderly liquidation of their assets in order to maximize the
value of the assets for the benefit of their creditors, Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates.

The wind-down process and sale of assets has been extremely
difficult in light of the fact that the Debtors have many fewer
resources available, Mr. Barry says.  Among numerous other
things, the Debtors have worked to:

    -- transition the Servicing Business to JPMorgan Chase Bank,
       N.A., on an interim basis;

    -- market the Servicing Business to potential buyers;

    -- conduct a public auction of the Servicing Business assets
       and seek Court approval of the sale;

    -- sell miscellaneous assets;

    -- file schedules and statements;

    -- reject leases;

    -- return leased equipment; and

    -- establish a bar date.

According to Mr. Barry, the Debtors have communicated regularly
with legal and financial advisors to their major creditor
constituencies to report upon, and solicit input regarding, the
sale process, as well as other potential means for maximizing the
value of the estates.

The Debtors believe that an extension of the Exclusive Periods is
necessary to enable them to complete the sale of the Servicing
Business and other assets, and then to formulate the terms of a
Chapter 11 plan and seek input from their various creditor
constituencies regarding same.

Mr. Barry asserts that cause exists for an extension of the
Exclusive Periods because:

     * The Debtors' cases are large and complex;

     * The Debtors have not had sufficient time to negotiate and
       prepare adequate information;

     * The Debtors have been working in good faith toward
       maximizing the value of their assets;

     * The Debtors continue to pay their postpetition debts as
       they come due;

     * The Debtors expect to file a viable plan of liquidation;

     * The Debtors have been successful in negotiations with
       their creditors;

     * The Debtors' cases have only been pending for just over
       three months;

     * The Debtors are not seeking an extension to pressure
       creditors; and

     * Unresolved contingencies exist in the Debtors' Chapter 11
       cases.

The Debtors ask that the order be without prejudice to the
Debtors' right to seek additional extensions of the Exclusive
Periods.

Robert K. Malone, Esq., a partner at Drinker Biddle, assured
the Court that the firm does not hold or represent any interest
adverse to the Committee or the Debtors' estate and has no
connection with any parties-in-interest.  He adds that the firm
is a disinterested person as that phrase is defined in Section
101(14) of the Bankruptcy Code.

A hearing on the matter is set for Nov. 27, 2007, at 3:00 p.m.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused         
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMEBANC CORP: Court Okays Drinker Biddle as Panel's Del. Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in HomeBanc
Mortgage Corporation and its debtor-affiliates' cases obtained
authority from the United States Bankruptcy Court for the District
of Delaware to retain Drinker Biddle & Reath LLP as its co-counsel
and Delaware counsel.

As reported in the Troubled Company Reporter on Oct. 16, 2007, the
firm is expected to:

     a. advise the Creditors committee with respect to its
        rights, powers, and duties in the cases;

     b. assist and advise the Creditors Committee in its
        consultations with the Debtors relative to the
        administration of the cases;

     c. assist in negotiating with the creditors and analyzing
        their claims;

     d. assist in the investigation of the acts, conducts, assets,
        liabilities and financial condition of the Debtors, as
        well as the operation the Debtors' businesses;

     e. assist in analyzing and negotiating with the Debtors or
        any third party concerning matters related to, among other
        things, the terms of a plan of reorganization or plan
        orderly liquidation;

     f. advise and assist the Creditors Committee with respect to
        any communications with the general creditor body
        regarding significant matters in the cases;

     g. commence and prosecute actions and proceedings on behalf
        of the Creditors Committee;

     h. review, analyze and prepare legal papers;

     i. represent the Creditors Committee at all hearings and
        other proceedings;

     j. confer with other advisors retained by the Creditors
        Committee to provide advice to its members; and

     k. perform all other legal services as may be requested.

The Creditors Committee requested that Drinker Biddle be paid on
an hourly basis for the legal services, and out-of-pocket
disbursements incurred.  The hourly rates for the firm's
professionals are:

        Designation              Hourly Rate
        -----------              -----------
        Director                  $195-$225
        Partners                  $415-$725
        Counsel and Associates    $225-$495
        Para professionals         $85-$230

Robert K. Malone, Esq., a partner at Drinker Biddle, assured
the Court that the firm does not hold or represent any interest
adverse to the Committee or the Debtors' estate and has no
connection with any parties-in-interest.  He adds that the firm
is a disinterested person as that phrase is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused         
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMEBANC CORP: Judge Carey Approves $61 Million Loan Sale to EMC
----------------------------------------------------------------
The Honorable Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware ruled that EMC Mortgage Corporation's
offer for HomeBanc Mortgage Corporation and its debtor-affiliates'
mortgage loans servicing business is the highest or otherwise best
offer and is approved.  

The servicing rights sold to Bear Stearns Cos. affiliate  under
the Court-approved purchase agreement excludes the loans being
serviced by the Debtors for Federal Home Loan Mortgage
Corporation.  EMC is expected to pay $61,000,000 for the assets,
according to Bloomberg News.

The Debtors' interests in the Non-Freddie Mac Servicing Rights
will be transferred to EMC and, as of the sale date, free and
clear of, among others, any claim and any interest, mortgage,
pledge, security interest, right of first refusal, option,
encumbrance, lien o charge of any kind.

EMC will not be considered a successor to the Debtors or the
Debtors' estates.  The Sale does not amount to a consolidation,
merger or de facto merger of EMC and the Debtors or the Debtors'
estate.  There is no continuity of enterprise between the Debtors
and the Purchaser, Judge Carey says.

All liens and interests will be, and are, without further action
by any person or entity, released with respect to the Debtors'
interests in the Non-Freddie Mac Servicing Rights, as of the sale
Date.

Payment of the applicable cure amounts in the assumption and
assignment notice, or as otherwise set forth in the Sale Order,
will occur on the Sale Date.  Judge Carey decides that EMC's
promise to perform the Servicing Agreements from and after the
Sale Date constitutes adequate assurance of future performance
within the meaning of Section 365(f) of the Bankruptcy Code.

Upon the assumption of the Servicing Agreements related to the
Non-Freddie Mac Servicing Rights on the Sale Date, each Servicing
Agreement will be assigned to EMC and will be in full force, and
all non-Debtor parties are barred and enjoined from asserting
against EMC any defaults, breaches or claims of pecuniary losses
existing as of the Sale Date or by reason of the Non-Freddie Mac
Servicing Rights sale.

Judge Carey finds it fair and reasonable to the Debtors and the
securitization trusts  to establish a cure account to pay any and
all amounts due or servicing defaults with regard to all
Servicing Rights, excluding the Freddie Mac Servicing Rights and
the Fannie Mae Servicing Rights, arising before the Sale Date,
including trustee fees and expenses, master servicer fees and
expenses and professional fees and expenses, subject to review by
the Debtors, the Official Committee of Unsecured Creditors and
the United States Trustee.

The Debtors will segregate $630,000 into a separate interest
bearing Cure Account.  An additional $220,000 will be segregated
into a separate, interest-bearing account to pay for the fees and
expenses of the Debtors' professionals to assist the Debtors with
producing and delivering to applicable recipients assessments of
compliance with servicing criteria and servicer compliance
statements required by the Servicing Agreements, and to issue and
deliver attestation reports regarding the assessments of
compliance with servicing criteria.

Judge Carey orders the Debtors to pay Fannie Mae on the Sale Date
$1,928,920 out of the proceeds of the NFM Sale.  Upon assumption
and assignment to EMC, and payment of Fannie Mae's settlement
amount, the claimed cure amount of Fannie Mae in its objection
will be deemed fully resolved; the "regular servicing option
loans" encompassed within Fannie Mae's Servicing Rights will be
deemed to be automatically converted to "special servicing option
loans" and the consideration payable to Fannie Mae will be deemed
fully paid by the settlement amount; and neither EMC nor the
Debtors will be responsible for selling representations or
warranties with respect to any mortgage loan encompassed within
the Fannie Mae Servicing Rights.

Notwithstanding anything to the contrary contained in the final  
debtor-in-possession order, any proceeds from the NFM Sale, other
than those required to pay certain amounts, will, at the option
of JPMorgan Chase Bank, N.A., be paid immediately upon the
closing of the NFM Sale to JPMorgan, to be held in a segregated,
interest-bearing account pending the closing on the sale of the
Freddie Mac Servicing Rights.

Upon closing of the Freddie Mac Sale, both the Non-Freddie Mac
Sale and Freddie Mac Sale proceeds may be applied to the debt
outstanding under the Servicing Loan Agreement -- MSR Debt.  If
the Servicing Sale proceeds are equal to or less than the amount
of the MSR Debt, the aggregate amount of the costs necessary,
after giving effect to anticipated reductions of workforce, to
wind down the operations of the Debtors will be deducted from the
Servicing Sale Proceeds, before their application to the MSR
Debt.

If the Servicing Sale Proceeds are greater than the amount of the
MSR Debt, the excess proceeds will be held by JPMorgan, for the
benefit of certain buyers, to satisfy any actual deficiency claim
of the Buyers under the Warehouse Facility, subject to the
Debtors' right to seek return of their estates of any amounts not
necessary to satisfy deficiency claims and the Buyers' rights
under Section 507(b) of the Bankruptcy Code.  However, if the
Freddie Mac Sale does not close on or before Dec. 17, 2007,
the Non-Freddie Mac Proceeds may, subject to approval of a wind-
down budget, immediately be applied to the MSR Debt.

The Wind-Down Budget reflecting agreement among the Debtors,
JPMorgan, the prepetition secured lenders and the Creditors
Committee as to the nature and amount of the Wind-Down costs will
be presented for consideration and approval within five business
days of the closing of the Freddie Mac Sale.  The budget must be
approved by the Court no later than December 31.  If JPMorgan
makes the "early payment election," the Wind-Down Budget will be
presented for consideration on or before December 21.

All objections and responses to the Debtors' Motion that have not
been overruled, withdrawn, waived, settled or resolved, and all
reservations of rights, are denied and overruled on the merits
with prejudice.

The next highest bidder is Midland Mortgage Co.  Judge Carey
states that to the extent the Debtors are unable to consummate
the NFM Sale with EMC, the Debtors will, without further Court
order, be allowed to proceed with consummation of the
contemplated NFM Sale with Midland.  Any of the master servicers
and trustees may request a hearing to determine whether Midland
is able to provide adequate assurance of future performance under
the relevant Servicing Agreements.

Midland has agreed to maintain its Next Highest Bidder status
until the earlier of Dece. 31, 2007, or the date in which the
NFM Sale is consummated with EMC, after which the status will
terminate and Midland's deposit will be returned.

Robert K. Malone, Esq., a partner at Drinker Biddle, assured
the Court that the firm does not hold or represent any interest
adverse to the Committee or the Debtors' estate and has no
connection with any parties-in-interest.  He adds that the firm
is a disinterested person as that phrase is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused         
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOUT BAY: Moody's Holds Low-B Ratings on $10 Million Notes
----------------------------------------------------------
Moody's Investors Service placed these notes issued by Hout Bay
2006-1 Ltd. on review for possible downgrade:

Class Description: $4,000,000 Class E Deferrable Floating Rate
Notes Due 2041

   -- Prior Rating: Ba1

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $6,000,000 Subordinated Notes, Due 2041

   -- Prior Rating: Ba3

   -- Current Rating: Ba3, on review for possible downgrade

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


HSPI DIVERSIFIED: Moody's Junks Rating on $6 Million Notes
----------------------------------------------------------
Moody's Investors Service placed these notes issued by HSPI
Diversified CDO Fund II, Ltd. on review for possible downgrade:

Class Description: $26,500,000 Class S Senior Secured Floating
Rate Notes due July 2015

   -- Prior Rating: Aaa

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

Class Description: $350,000,000 Class A-1 Senior Secured Floating
Rate Notes due July 2052

   -- Prior Rating: Aaa

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

Class Description: $105,000,000 Class A-2 Senior Secured Floating
Rate Notes due July 2052

   -- Prior Rating: Aaa

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

Class Description: $63,000,000 Class A-3 Senior Secured Floating
Rate Notes due July 2052

   -- Prior Rating: Aaa

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

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

Class Description: $85,000,000 Class A-4 Senior Secured Floating
Rate Notes due July 2052

   -- Prior Rating: Aa2

   -- Current Rating: A3, on review for possible downgrade

Class Description: $26,000,000 Class B-1 Senior Subordinate
Secured Floating Rate Notes due July 2052

   -- Prior Rating: A1

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $35,000,000 Class B-2 Senior Subordinate
Secured Floating Rate Notes due July 2052

   -- Prior Rating: A3

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $5,000,000 Class C Senior Subordinate Secured
Floating Rate Notes due July 2052

   -- Prior Rating: Baa2

   -- Current Rating: B3, on review for possible downgrade

Class Description: $6,000,000 Class D Subordinate Secured Floating
Rate Notes due July 2052

   -- Prior Rating: Ba1

   -- Current Rating: Caa3, on review for possible downgrade

Class Description: $7,500,000 Composite Obligations due July 2052

   -- 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.


IMAC CDO: Bad Credit Quality Spurs Moody's Junk Note Rating
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by IMAC CDO
2007-2, Ltd. on review for possible downgrade:

Class Description: $150,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aaa

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

Class Description: $150,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aaa

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

Class Description: $29,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aaa

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

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

Class Description: $83,750,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aa2

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

Class Description: $18,750,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aa3

   -- Current Rating: A3, on review for possible downgrade

Class Description: $11,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2050

   -- Prior Rating: A1

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $25,000,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2050

   -- Prior Rating: A2

   -- Current Rating: B1, on review for possible downgrade

Class Description: $7,500,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2050

   -- Prior Rating: A3

   -- Current Rating: B2, on review for possible downgrade

Class Description: $13,000,000 Class G Ninth 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 structured
finance securities.


IMAC CDO: Moody's May Further Cut Junk Rating on $20 Million Notes
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by IMAC CDO
2006-1, Ltd. on review for possible downgrade:

Class Description: $75,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2051

   -- Prior Rating: Aaa

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

Class Description: $110,000,000 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 downgraded and left on review for
possible downgrade these notes:

Class Description: $16,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2051

   -- Prior Rating: Aaa

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

Class Description: $35,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due 2051

   -- Prior Rating: Aa2

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $5,500,000 Class D Fifth Priority Senior
Secured Floating Rate Notes due 2051

   -- Prior Rating: Aa3

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $20,000,000 Class E Sixth Priority Senior
Secured Deferrable Floating Rate Notes due 2051

   -- Prior Rating: A2

   -- Current Rating: Caa2, on review for possible downgrade

Moody's also downgraded these notes:

Class Description: $20,000,000 Class F Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2051

   -- Prior Rating: Baa2

   -- Current Rating: Ca

Class Description: $3,500,000 Class G Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2051

   -- Prior Rating: Baa3

   -- 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.


INGRAM MICRO: Board Approves $300 Million Repurchase of Shares
--------------------------------------------------------------
Ingram Micro Inc.'s board of directors authorized a share
repurchase program, through which the company may purchase up to
$300 million of its outstanding common stock over three years.

Under the program, the company may repurchase shares in the open
market and through privately negotiated transactions.  The
repurchases will be funded with available borrowing capacity and
cash.

The timing and amount of specific repurchase transactions will
depend upon market conditions, corporate considerations and
applicable legal and regulatory requirements.

"The goal of all our capital programs is to enhance shareholder
value," Gregory M. Spierkel, chief executive officer, Ingram Micro
Inc., said.  "We have confidence in our business after several
years of growth and solid performance, which allows us to
repurchase shares while maintaining the financial flexibility to
pursue our strategic objectives."

"We expect to have an active pipeline of initiatives -- both
potential acquisition candidates and greenfield investments --
designed to fuel growth and enhance profitability," added
Mr. Spierkel.  "Our ability to repurchase shares while investing
for the future demonstrates our commitment to leveraging our
financial strength to drive long-term value for our shareholders."

                    About Ingram Micro Inc.

Headquartered in Santa Ana, California, Ingram Micro Inc.
(NYSE: IM) -- http://www.ingrammicro.com/-- together with its
subsidiaries, distributes information technology products and
supply chain solutions worldwide.  Its IT products include
peripherals, networking, software, and systems.

                          *     *     *

Standard & Poor's placed Ingram Micro Inc.'s long term foreign and
local issuer credit ratings at 'Ba1' in September 2006.  The
ratings still hold to date with a stable outlook.


INVERNESS MEDICAL: To Publicly Offer 7 Million of Common Stock
--------------------------------------------------------------
Inverness Medical Innovations Inc. is offering to sell, 7,000,000
shares of its common stock pursuant to an effective shelf
registration statement in an underwritten public offering, subject
to market and other conditions.

Certain selling stockholders of the company are also offering to
sell up to 165,698 shares of common stock in the offering. The
company expects to grant the underwriters a 30-day option to
purchase up to an additional 1,074,854 shares of common stock to
cover over-allotments, if any.

The company will not receive any proceeds from the sale of the
shares by the selling stockholders.
    
Inverness intends to use the net proceeds from the offering for
working capital and other general corporate purposes, including
the financing of potential acquisitions or other investments, if
and when suitable opportunities arise, and for capital
expenditures.

Inverness also may use a portion of the net proceeds to fund its
pending acquisition of Panbio Ltd.
    
UBS Investment Bank, Jefferies & Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated are acting as joint book-
running managers for the offering. Leerink Swann LLC and Stifel,
Nicolaus & Company, Incorporated are acting as co-managers for the
offering.
   
A copy of the preliminary prospectus supplement and accompanying
prospectus related to this offering may be obtained by contacting
the Prospectus Department at:

      a) UBS Investment Bank
         299 Park Avenue
         New York, NY 10171
         Tel (888) 827-7275 ( toll-free)

      b) Jefferies & Company Inc.
         12th Floor, 520 Madison Avenue
         New York, NY 10022
         Tel (212) 284-2342
         Fax (212) 284-2208

      c) Merrill Lynch & Co.
         4 World Financial Center
         Ground Floor, 250 Vesey Street
         New York, NY 10080
         Tel (212) 449-1000
    
                    About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

Moody's placed Inverness Medical's subordinated debt rating at
'Caa1' as well as the company's long term corporate family and
probability of default ratings at 'B2' in June 2007.  The ratings
still hold to date with a stable outlook.


INPHONIC INC: Files Ch. 11 Petition to Implement Versa Sale Deal
----------------------------------------------------------------
InPhonic Inc. has filed a voluntary Chapter 11 petition with the
United States Bankruptcy Court for the District of Delaware to
implement an agreement selling substantially all of its assets to
an affiliate of Versa Capital Management, a Philadelphia based
private equity firm.

InPhonic's Board of Directors has unanimously determined that the
Chapter 11 process will provide an efficient environment for
completion of the sale.  The sale is subject to higher and better
offers, and InPhonic anticipates completing the sale before the
end of the year, subject to court approval.  InPhonic will
continue to conduct normal business operations at all of its
facilities consistent with its obligations as a Chapter 11 debtor-
in-possession.

Versa will also be providing a Debtor-in-Possession financing
facility to provide working capital and financial resources
necessary to fund the transition in operations to new ownership
pending court approval of the sale to Versa.

The company's recently appointed management team believes that
this expedited process is necessary to promptly institute its
improved business plan and that the filing and sale are in the
best long-term interest of the Company, as well as its customers,
partners, vendors and employees.  Lazard Middle Market, the
company's financial advisor, is assisting the board through this
process.

"We intend to use this filing to take the actions necessary to
position InPhonic for future success.  We want to assure our
customers, our employees and our partners that InPhonic is
operating business as usual during this transition," said Andy
Zeinfeld, InPhonic's Chief Executive Officer.  "I am confident in
InPhonic's business model and with the cost-cutting measures and
profit-driving initiatives we have implemented across the
organization.  The new direction I have set is comprehensive and
our dedication to customer, partner and employee satisfaction is
unwavering. InPhonic plays a critical role as a leader in the
wireless marketplace and through this sale to Versa, it will
operate on stable financial footing and its leading role will be
preserved."

Ken Schwarz, InPhonic's Chief Financial Officer added, "This sale
will strengthen the Company and foster a sustained turnaround for
InPhonic.  This milestone marks a fundamental, comprehensive and
systemic change at InPhonic. Our customers, partners and employees
want the Company to succeed because of InPhonic's significant
value in the wireless marketplace.  We expect to proceed quickly
with this sale and that the business will have a significantly
improved balance sheet, greater operating flexibility and a swift
path to profitability."

The company expects that shares of its common stock will have no
value as a result of the Chapter 11 filing.

The filings were made Thursday in the federal courts in
Wilmington, Delaware.

More information about InPhonic's reorganization is available at a
special website: www.inphonic.com/reorg

                   About Versa Capital Management

Philadelphia-based Versa Capital Management Inc., --
http://www.versafund.com/-- formerly known as Chrysalis Capital  
Partners LP, is a private equity investment firm which focuses on
special situation investments including turnarounds,
restructurings, reorganizations and recapitalizations in a wide
range of industries and circumstances throughout the United
States.

                          About InPhonic

Headquartered in Washington, D.C., InPhonic Inc. NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless  
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.  
Through the WAS segment, InPhonic sells services plans, including
satellite television services, devices and accessories through its
own branded Websites, including Wirefly.com, A1 Wireless.com and
VMCsatellite.com, and through Websites for third parties.  Under
MVNE agreements, the company offers marketers the ability to sell
mobile virtual network operator (MVNO) services to their customers
under their own brands using the same e-commerce platform,
operational infrastructure and marketing relationships that was
developed for its WAS segment.


INPHONIC INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: InPhonic, Inc.
        1010 Wisconsin Avenue Northwest
        Suite 600
        Washington, DC 20007

Bankruptcy Case No.: 07-11666

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      CAIS Acquisition,LLC                     07-11667
      CAIS Acquisition II, LLC                 07-11668
      SimIPC Acquisition Corp.                 07-11669
      Star Number, Inc.                        07-11670
      Mobile Technology Services, LLC          07-11671
      FON Acquisition, LLC                     07-11672
      1010 Interactive, LLC                    07-11673

Type of Business: The Debtors are leading on-line sellers of
                  wireless services and devices.  The Debtors sell
                  wireless services and devices through private
                  labeled websites that they create and manage for
                  on-line businesses, affinity organizations and
                  national retailers, as well as through their own
                  branded websites.  See http://corp.inphonic.com/

Chapter 11 Petition Date: November 8, 2007

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Mary E. Augustine, Esq.
                  Neil B. Glassman, Esq.
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, DE 19899-5130
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395

Debtors' Claims &
Noticing Agent:   The BMC Group, Inc.
                  875 Third Avenue, 5th Floor
                  New York, NY 10022
                  Tel: (212) 310-5900
                  Fax: (888) 316-2354
                  http://www.bmccorp.net/

Debtors' consolidated financial condition as of Nov. 8, 2007:

   Total Assets: $120,916,991

   Total Debts:  $179,402,834

Debtors' consolidated list of their 20 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
MSN - Microsoft Corp.            Trade Debt          $8,177,356
1401 Elm Street, 5th Floor
Lockbox #847543
Dallas, TX 75202
and
Attn: Nat Hampson
1125 Sanctuary Parkway
Suite 300
Alpharetta, GA 30004
Tel: (678) 629-5728

Yahoo!, Inc.                     Trade Debt          $3,718,960
Yahoo! Accounts Receivable
P.O. Box 3003
Carol Stream, IL 60132-3003
and
Attn: Kevin Hein
111 West 40th Street
9th Floor
New York, NY 10018
Tel: (212) 381-6922

Google, Inc.                     Trade Debt          $3,501,674
P.O. Box 3900
Department No. 33654
San Francisco, CA 94139-3181
and
Attn: Nick Pifani
76 Ninth Avenue, 4th Floor
New York, NY 10011
Tel: (212) 565-8811

Brightpoint - Nextel             Trade Debt          $2,465,618
Department 1615
135 South LaSalle Street
Chicago, IL 60674
and
Attn: Greg Malakoff
Sprint Nextel Corp.
2000 Edmund Halley Drive
Reston, VA 20191
Tel: (703) 433-8776

Patton Boggs LLP                 Trade Debt          $2,198,090
2550 M. Street, Northwest
Washington, DC 20037
and
Attn: Douglas C. Boggs
8484 Westpark Drive, 9th Floor
McLean, Virginia 22102
Tel: (703) 744-8010

American Online, Inc.            Trade Debt          $2,112,021
P.O. Box 5696
New York, NY 10087-5695
and
Attn: David Dziabis
22265 Pacific Boulevard
Dulles, VA 20166
Tel: (703) 265-5451

Spanco Telesystems & Solutions   Trade Debt          $1,969,702
B/22 Kirshna Bhavan
B.S. Deoshi Marg
Deonar, Mumbai-400 088, India
and
Attn: Anil Wadhwa
Respondez, Global Enclave
Plot N TTC Indust.
Mahape, Navi Mumt 400710
Tel: 91-22-67220000

Verizon Wireless                 Trade Debt          $1,250,248
P.O. Box 64498
Baltimore, MD 21264-4498
and
Attn: Kevin Kostes
One Verizon Way
Basking Ridge, NJ 07920
Tel: (908) 559-8257

Randall Van Dyke                 Trade Debt          $1,174,628
c/o JDS Professional Group
5670 Greenwood Plaza Boulevard
Greenwood Village, CO 80111
Tel: (858) 716-1241

ACN Communications               Trade Debt          $1,028,710
Services, Inc.
354 Lincoln Avenue
Mingo Junction, OH 43938
and
Attn: Tracy Nolan
13620 Reese Boulevard
Building II
Huntersville, NC 28078
Tel: (704) 996-8197

Alltel Communications Products   Trade Debt            $932,005
P.O. Box 102063
Atlanta, GA 30368
and
Attn: Ron Herring
Alltel Communications, Inc.
One Allied Drive
Little Rock, AR 72202
Tel: (501) 905-8080

Next Jump, Inc.                  Trade Debt            $832,250
261 Fifth Avenue, 8th Floor
New York, NY 10016
and
Attn: Meghan Messenger
261 5th Avenue, 8th Floor
New York, NY 10016
Tel: (212) 685-7101

Chadbourne and Parke LLP         Trade Debt            $831,109
Attn: Sydney Shabazz
12000 New Hampshire Avenue
Washington, DC 20036
Tel: (202) 974-5600

Yahoo! Search                    Trade Debt            $771,986
Marketing/Overture
P.O. Box 89-4147
Los Angeles, CA 90189-4147
and
Yahoo!, Inc.
Attn: Brian H. Murphy
1065 Avenue of the Americas
New York, NY 10018
Tel: (212) 381-6833

JBR Media Ventures, LLC          Trade Debt            $718,204
2 Wisconsin Circle, Suite 700
Chevy Chase, MD 20815
and
Attn: Brent Shaw
2 Wisconsin Circle, Suite 700
Chevy Chase, MD 20815
Tel: (202) 247-7757

Yellow Page Authority            Trade Debt            $623,592
8940 West 192nd Street, Suite D
Mokena, IL 60448
Attn: Patrick M. Fagen
Tel: (708) 326-4844

Ask.com                          Trade Debt            $579,890
File 30755
P.O. Box 60000
San Francisco, CA 94160
and
Attn: Lino Senio
555 12th Street, Suite 500
Oakland, CA 94607
Tel: (510) 985-7639

CosmoCom, Inc.                   Trade Debt            $522,181
Attn: Paul Strohmenger
Tel: (631) 940-4232
121 Broad Hollow Road
Melville, NY 11747

Microsoft Licensing, GP          Trade Debt            $487,119
1401 Elm Street
5th Floor, Department 842467
Dallas, TX 75202
and
Attn: Brent Johnson
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Tel: (425) 722-4930

Skadden Arps Slate               Trade Debt            $483,795
Meagher & Flom LLP
P.O. Box 1764
White Plains, NY 10602
and
Attn: Ivan A. Schlager
1440 New York Avenue, Northwest
Washington, DC 20005
Tel: (202) 371-7810


ISCHUS MEZZANINE: Moody's Junks Ratings on $37.5 Million Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Ischus
Mezzanine CDO IV, Ltd. on review for possible downgrade:

Class Description: $150,000,000 Super Senior Swap

   -- Prior Rating: Aaa

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

Class Description: $100,000,000 Class A-1 Second Priority Senior
Secured Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $80,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

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

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

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

   -- Current Rating: A3, on review for possible downgrade

Class Description: $54,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2047

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

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $16,000,000 Class C Sixth Priority Senior
Secured Deferrable Floating Rate Notes Due 2047

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

   -- Current Rating: Caa3, on review for possible downgrade

Class Description: $21,500,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

   -- Prior Rating: Baa2, 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.


IXION PLC: Moody's Junks 5 Note Ratings Over Poor Credit Quality
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Ixion PLC Matrix 2007-1
Series 20:

Class Description: Tranche A $20,000,000 Floating Rate Portfolio
Credit Linked Secured Notes due 2037

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: Tranche B $25,000,000 Floating Rate Portfolio
Credit Linked Secured Notes due 2037

   -- Prior Rating: Aa3

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

Class Description: Tranche C $30,000,000 Floating Rate Portfolio
Credit Linked Secured Notes due 2037

   -- Prior Rating: A2

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: Tranche D EUR 16,000,000 Floating Rate
Portfolio Credit Linked Secured Notes due 2037

   -- Prior Rating: A2

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: Tranche E JPY 1,000,000,000 Floating Rate
Portfolio Credit Linked Secured Notes due 2037

   -- Prior Rating: A3

   -- Current Rating: Caa2, on review for possible downgrade

Class Description: Tranche F EUR 7,500,000 Floating Rate Portfolio
Credit Linked Secured Notes due 2037

   -- Prior Rating: A3

   -- Current Rating: Caa2, on review for possible downgrade

Class Description: Tranche G EUR 3,000,000 Floating Rate Portfolio
Credit Linked Secured Notes due 2037

   -- Prior Rating: Baa2

   -- Current Rating: Caa3, on review for possible downgrade

Class Description: Tranche H EUR 20,000,000 Floating Rate
Portfolio Credit Linked Secured Notes due 2037

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: Tranche I EUR 30,000,000 Floating Rate
Portfolio Credit Linked Secured Notes due 2037

   -- Prior Rating: Aa2

   -- 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.


JUPITER HIGH: Moody's Junks Ratings on Three Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded five classes of notes issued
by Jupiter High-Grade CDO V, Ltd., with three of these classes
left on review for further possible downgrade.  The notes affected
by today's rating action are:

(1) $1,290,000,000 Class A-1 Senior Secured Floating Rate Notes
Due March 2052

   -- Prior Rating: Aaa

   -- Current Rating: A1 on review for possible downgrade

(2) $105,500,000 Class A-2 Senior Secured Floating Rate Notes Due
March 2052

   -- Prior Rating: Aaa

   -- Current Rating: B1 on review for possible downgrade

(3) $60,000,000 Class B Senior Secured Floating Rate Notes Due
March 2052

   -- Prior Rating: Aa2

   -- Current Rating: Caa1 on review for possible downgrade

(4) $20,000,000 Class C Secured Floating Rate Deferrable Notes Due
March 2052

   -- Prior Rating: A2

   -- Current Rating: Ca

(5) $15,000,000 Class D Secured Floating Rate Deferrable Notes Due
March 2052

   -- Prior Rating: Baa2

   -- Current Rating: C

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
November 2, 2007 of an event of default caused by a failure of the
Class A Overcollateralization Ratio to be greater than or equal to
100% pursuant to Section 5.01(i) of the Indenture, dated March 28,
2007.

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

Recent ratings downgrades on the underlying portfolio magnified
the impact of the ratings-based haircuts, causing the Class A
Overcollateralization Ratio to fail to meet the required level.

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

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


LAWRENCE SALANDER: Files for Bankruptcy in New York
---------------------------------------------------
Lawrence B. Salander and his wife, Julie D. Salander, filed for
bankruptcy protection with the U.S. Bankruptcy Court for the
Southern District of New York on Nov. 2, 2007.

Mr. Salander owns Salander-O'Reilly Galleries LLC.  On Nov. 1,
2007, three creditors filed an involuntary chapter 7 petition
against Salander-O'Reilly with the New York Bankruptcy Court. A
copy of the involuntary chapter 7 petition is included in today's
Troubled Company Reporter.

Bloomberg relates that in a September 2007 interview, Mr. Salander
asserted that he won't be filing for bankruptcy since his assets
exceeded his liabilities.  

However, as reported in the Troubled Company Reporter on Oct. 23,
2007, a New York State judge ordered the closure of Salander-
O'Reilly which was prompted by lawsuits accusing Mr. Salander of
non-payment to consignees of proceeds from sold paintings.

According to Bloomberg, clients such as Earl Davis, son of artist
Stuart Davis, tennis star John McEnroe as well as former New York
Observer Publisher Arthur Carter have filed lawsuits against Mr.
Salander.  The lawsuits allege that Mr. Salander pocketed proceeds
from art sold on consignment, gave promises of guaranteed
investment profits but paid back little or nothing at all, and
defaulted on loans and bills, Bloomberg adds.

Bloomberg reports, citing Dean Nicyper, Esq., counsel for the
younger Davis, that the filing wasn't a surprise since the couple
and the gallery had lots of debts.  


LAWRENCE SALANDER: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtors: Lawrence B. Salander
         Julie D. Salander
         482 Deep Hallow Road
         Millbrook, NY 12545

Bankruptcy Case No.: 07-36735

Type of Business: Mr. Salander owns Salander-O'Reilly Galleries
                  LLC.  On Nov. 1, 2007, three creditors filed an
                  involuntary chapter 7 petition against the
                  gallery. A copy of the involuntary chapter 7
                  petition against Salander-O'Reilly is included
                  in today's Troubled Company Reporter.

Chapter 11 Petition Date: November 2, 2007

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtors' Counsel: Douglas E. Spelfogel, Esq.
                  Baker & Hostetler LLP
                  45 Rockefeller Plaza, 10th Floor
                  New York, NY 10111
                  Tel: (212) 589-4280
                  Fax: (212) 589-4201

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtors' list of its 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Curtis Galleries, Inc.             Business Related    $7,672,001
c/o Gergory Joseph, Esq.
Gregory P. Joseph Law Offices
485 Lexington Avenue
New York, NY 10017
Tel: (212) 407-1200

Sandra Lane                        Business Related    $4,000,000
c/o Joseph F. Shea, Esq.
Nutter McClennen & Fish LLP
World Trade Center West
155 Seaport Boulevard
Boston, MA 02210-2604
Tel: (617) 439-2000

Carol F. Cohen                     Business Related    $3,597,500
c/o Amos Alter, Esq.
Troutman Sanders LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Tel: (212) 704-6000

Frelinghuysen Morris Foundation    Business Related    $3,145,000
T. Kinney Frelinghuysen
c/o Debra A. Mayer, Esq.
Shatzkin & Mayer, P.C.
1776 Broadway, 21st Floor
New York, NY 10019
Tel: (212) 684-3000

Earl Davis                         Business Related    $2,900,000
c/o  Dean Nicyper, Esq.
Flemming Zulack Williamson
Zauderer LLP
One Liberty Plaza
New York, NY 10006
Tel: (212) 412-9500

Deborah Pearlman                   Business Related    $1,200,000
Ellyn Shander
Beth Smith
c/o Debra A. Mayer, Esq.
Shtazkin & Mayer, P.C.
1776 Broadway, 21st Floor
New York, NY 10019
Tel: (212) 684-3000

Nella Longari SRL                  Business Related    $1,100,000
c/o Francesco Di Pietro
Wuersch & Gering LLP
100 Wall Street, 21st Floor
New York, NY 10005
Tel: (212) 509-5050

Stanley Moss & Company Inc.        Business Related    $1,000,000
5247 Independence Avenue
Riverdale, NY 10471

Joseph Sirulnick                   Business Related      $750,000
c/o Vincent Syracuse, Esq.
Tannenbaum Helpern Syracuse and
Hirschtritt LLP
900 Third Avenue
New York, NY 10022
Tel: (212) 508-6700

Sotheby's                          Business Related      $640,000
1334 York Avenue
New York, NY 10019

Elite Plus Credit Account          Unsecured Loan        $500,000
c/o  Mickee Hennessy, Esq.
Westerman Ball Ederer Miller and
Sharfstein, LLP
170 Old Country Road
Minneola, NY 11501
Tel: (516) 622-9200

Trince Electric, Inc.              Services               $40,000

Ellyn Shander                      Business Related       $35,000

Tannenbaum Helpern Syracuse and    Services               $16,268
Hirschtritt LLP

Dougall Arts Ltd.                  Business Related       Unknown

Roy Lennox                         Business Related       Unknown

Renaissance Art Investors LLC      Business Related       Unknown

Triple S Management, LLC           Business Related       Unknown

Old Master Properties, LLC         Business Related       Unknown


LB UBS: Moody's Lifts Rating on $3 Million Class T Certs. to Caa2
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 11 classes and
affirmed the ratings of 11 classes of LB-UBS Commercial Mortgage
Trust 2002-C2, Commercial Mortgage Pass-Through Certificates,
Series 2002-C2 as:

   --Class A-2, $66,530,447, affirmed at Aaa

   --Class A-3, $144,100,000, affirmed at Aaa

   --Class A-4, $533,879,000, affirmed at Aaa

   --Class X-CL, Notional, affirmed at Aaa

   --Class X-CP, Notional, affirmed at Aaa

   --Class X-D, Notional, affirmed at Aaa

   --Class B, $16,644,000, affirmed at Aaa

   --Class C, $27,235,000, affirmed at Aaa

   --Class D, $18,157,000, affirmed at Aaa

   --Class E, $18,157,000, upgraded to Aaa from Aa1

   --Class F, $24,209,000, upgraded to Aa3 from A1

   --Class G, $12,104,000, upgraded to A1 from A2

   --Class H, $15,131,000, upgraded to A2 from A3

   --Class J, $18,157,000, upgraded to Baa1 from Baa2

   --Class K, $15,131,000, affirmed at Baa3

   --Class L, $15,130,000, affirmed at Ba1

   --Class M, $12,105,000, upgraded to Ba2 from Ba3

   --Class N, $6,052,000, upgraded to Ba3 from B2

   --Class P, $4,539,000, upgraded to B1 from B3

   --Class Q, $7,566,000, upgraded to B2 from Caa1

   --Class S, $3,026,000, upgraded to B3 from Caa2

   --Class T, $3,026,000, upgraded to Caa2 from Caa3

As of the Oct. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 19.6%
to $972.8 million from $1.21 billion at securitization.  The
Certificates are collateralized by 87 loans, ranging in size from
less than 1.0% to 16.7% of the pool, with the top 10 loans
representing 56.0% of the pool.  The pool includes five investment
grade shadow rated loans, representing 39.2% of the pool.  About
24 conduit loans, representing 16.6% of the pool, have defeased
and are collateralized by U.S. Government securities.

Five loans have been liquidated from the pool, resulting in an
aggregate realized loss of approximately $205,000.  There was one
loan, representing less than 1.0% of the pool, is in special
servicing.  Moody's is not currently projecting a loss from this
specially serviced loan.  Around 20 loans, representing 6.1% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
95.8% of the pool.  Moody's weighted average loan to value ratio
("LTV") for the conduit component is 83.0%, compared to 86.7% at
Moody's last full review in April 2007 and compared to 90.0% at
securitization.  Moody's is upgrading Classes E, F, G, H, J, M, N,
P, Q, S and T due to improved overall pool performance and
defeasance.  At last review, Moody's had anticipated a significant
loss from the Wisconsin Multifamily Pool Loan, which was in
special servicing.  The loan was liquidated with no loss.

The largest shadow rated loan is the Dadeland Mall Loan ($162.7
million -- 16.7%), which is secured by the borrower's interest in
a 1.4 million square foot super regional mall located in Miami,
Florida.  The property is the dominant mall in the region and is
anchored by Macy's, Macy's Home Gallery & Kids, J.C. Penney,
Nordstrom and Saks Fifth Avenue.  The in-line space was 91.7%
occupied as of February 2007.  The loan's performance has improved
since securitization due to increased revenues, stable expenses
and loan amortization.  Moody's current shadow rating is Aaa,
compared to Aa1 at last review.

The second largest shadow rated loan is the Square One Mall Loan
($89.0 million -- 9.1%), which is secured by the borrower's
interest in a 865,400 square foot regional mall located
approximately 8 miles northeast of Boston in Saugus,
Massachusetts.  The property is anchored by Sears, Filene's,
T.J.Maxx and Filene's Basement.  The in-line space was 88.8%
occupied as of December 2006. Moody's current shadow rating is
Baa1, the same as last review.

The third largest shadow rated loan is the 250 Park Avenue Loan
($71.5 million -- 7.3%), which is secured by a 448,000 square foot
Class A office building located in New York City.  The property
was 95.5% occupied as of December 2006.  The loan's performance
has improved since securitization due to increased rental income,
stable expenses and amortization.  The loan has amortized by
approximately 9.3% since securitization.  Moody's current shadow
rating is Aaa, compared to Aa1 at last review.

The fourth largest shadow rated loan is the 21 Chelsea Loan ($32.9
million - 3.4%), which is secured by a 209-unit multifamily
complex located in New York City.  The property was 100.0% leased
as of December 2006.  Moody's current shadow rating is A1, the
same as at last review.

The fifth largest shadow rated loan is The Loop Loan ($25.5
million - 2.6%), which is secured by a 339,000 square foot retail
center located approximately 30 miles north of Boston in Methuen,
Massachusetts.  The property was 100.0% leased as of February
2007, the same as at last review and at securitization.  Moody's
current shadow rating is A1, the same as at last review.

The top three conduit loans represent 11.5% of the pool.  The
largest conduit loan is the 1750 Pennsylvania Avenue Loan ($47.3
million - 4.9%), which is secured by a 259,000 square foot Class A
office building located in Washington, D.C.  The property was
98.3% occupied as of December 2006.  Moody's LTV is 80.6%,
essentially the same as last review.

The second largest conduit loan is the Center Building Loan ($32.6
million - 3.4%), which is secured by a 437,000 square foot office
building located in Long Island City, New York.  The property was
72.1% leased as of June 2007, the same as last review.  The
decline in occupancy is due to the lease expiration of a major
tenant in June 2006.  Performance has improved since last review
due to increased rental revenues.  Moody's LTV is 96.8%, compared
to in excess of 100.0% at last review.

The third largest conduit loan is the Bank of America Tower Loan
($32.3 million - 3.3%), which is secured by a 299,700 square foot
office building located in St. Petersburg, Florida.  The property
was 82.1% leased as of August 2007, compared to 96.7% at
securitization.  Property performance has been impacted by a
decline in occupancy.  Moody's LTV is 96.3%, compared to 78.4% at
last review.


LEVITT & SONS: Files Chapter 11 Petition in Florida
---------------------------------------------------
Levitt and Sons, LLC today and 37 of its subsidiaries filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code.  
The Chapter 11 filings were made in the U.S. Bankruptcy Court for
the Southern District of Florida in Fort Lauderdale.

As reported in the Troubled Company Reporter on Nov. 8, 2007,
citing the Wall Street Journal, some Levitt Corp. shareholders
believe the company's homebuilding unit, Levitt & Sons LLC, will
soon file for bankruptcy protection after defaulting on several
loan agreements with Wachovia Bank N.A. and KeyBank National
Association.

Levitt and Sons is the homebuilding subsidiary of Levitt
Corporation.  Levitt Corporation and its other principal
subsidiary, Core Communities, are financially strong and
conducting normal business operations.  Levitt and Sons has taken
this action in response to unprecedented conditions in the
homebuilding industry, which have severely impacted the company.  
This downturn has been particularly sudden and steep in Florida
and in the Southeastern United States -- the markets in which
Levitt and Sons operates.  For the past several months, Levitt and
Sons has been involved in intense negotiations with its bank
lenders in an effort to restructure its debt and obtain
appropriate funding to complete unfinished homes and other
projects that were suspended due to the company's financial
condition.  These negotiations have not been successful to date
but remain ongoing.

Levitt and Sons also disclosed that Lawrence E. Young of AP
Services, LLC and a Managing Director at AlixPartners LLP, was
named Chief Restructuring Officer, a new position, effective
October 22.  In this capacity he will oversee Levitt and Sons'
Chapter 11 cases and related matters.

Mr. Young said, "We deeply regret the impact the Chapter 11 filing
of Levitt and Sons will have on homeowners, vendors and employees.  
We remain mindful of Levitt and Sons' customers whose homes have
not yet been completed.  Through the Chapter 11 process, we seek a
mechanism that will facilitate the completion of some unfinished
homes.  Likewise, we seek a resolution that will allow closings to
take place promptly for previously completed homes.  In the
meantime, we will continue to make Levitt and Sons representatives
available to answer customer questions and do what they can to
provide assistance."

"Our principal objective during the Chapter 11 process will be to
identify the best means of maximizing recoveries for all creditor
constituencies including our customers and employees," Mr. Young
continued.  "As part of this process, we will explore the
potential sale of all or some of Levitt and Sons' assets."

In documents filed with the U.S. Bankruptcy Court, Levitt and Sons
noted that its business operations are concentrated in the
homebuilding industry which is going through an unprecedented
slowdown after years of strong growth driven in part by
speculative activity by investors.  Excess supply, particularly in
previously strong markets like Florida, has led to downward
pricing pressure for residential homes and improved and unimproved
land.

In response to the deteriorating homebuilding environment, in 2006
and 2007 Levitt and Sons implemented a number of initiatives with
a view to maintaining sufficient liquidity during a downturn.  
These actions included downsizing operations in Tennessee and
exiting the Memphis and Nashville markets, attempting to align
inventory investment with absorption rates, reducing staffing
levels across the organization, and working with subcontractors to
lower the costs of home construction.

The company's financial difficulties became particularly acute in
August 2007, when disruption in the credit markets further
paralyzed buyers and increased cancellation rates.  In September
and October, Levitt and Sons engaged in negotiations with its
secured lenders regarding the status of development and its near-
term cash needs.  Levitt and Sons requested that the lenders
provide advances to pay outstanding liabilities to contractors,
suppliers and other third parties at the projects that serve as
collateral for each lender.  These negotiations are continuing.

Levitt and Sons commenced its Chapter 11 proceedings in order to
facilitate an orderly negotiation process with its creditors and
facilitate an orderly wind-down or sale of the enterprise or its
assets.

Mr. Young, the new Chief Restructuring Officer at Levitt and Sons,
has more than 15 years of experience in crisis management and
business reorganizations.  He has advised other large homebuilders
and has served as Chief Financial Officer and CRO for several
public and private companies including AT&T Latin America and
Sunterra Corporation.

Levitt and Sons' legal counsel with regard to its Chapter 11 cases
is Berger Singerman, P.A.

                      About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of  
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its    
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, Homebuilding and Land.  The
Homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The Land division engages in the development of
master-planned communities in Florida and South Carolina.  It
engages in the acquisition of large tracts of raw land; planning,
entitlement, and infrastructure development; the sale of entitled
land and/or developed lots to homebuilders and commercial,
industrial, and institutional end-users; and the development and
leasing of commercial space to commercial, industrial, and
institutional end-users.


LEVITZ FURNITURE: Files for Chapter 11 Protection in New York
-------------------------------------------------------------
Levitz Furniture has filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the Southern
District of New York.

The filing became necessary as a result of insufficient liquidity
to support the company's current operations.  The filing is part
of the company's strategic effort to evaluate its options,
including a sale or identifying new financial investment.  The
company has obtained the consent of its lenders to use funds to
continue to operate its business.

The company has filed a variety of "first day motions" for
approval from the Court to support its employees, vendors,
customers and other stakeholders.  The filings request, among
other things, approval to continue fulfilling existing customer
orders, honoring customer deposits, and maintaining payroll and
employee benefits.  The company has also sought approval to pay
for goods and services "post-petition."

"We are hopeful this filing will enable the business to emerge
stronger and better positioned for long-term success," said Larry
Zigerelli, chairman and CEO of Levitz Furniture.  "We have an
exceptional group of people at Levitz who have made great strides
to improve our business during a challenging period for our entire
industry."

                     About Levitz Furniture

Headquartered in New York City, Levitz Furniture fka Levitz Home
Furnishings is a specialty retailer of furniture, bedding and home
furnishings in the United States with 76 locations in major
metropolitan areas, principally in the Northeast and on the West
Coast of the United States.  Levitz Home Furnishings filed for
Chapter 11 bankruptcy in 2005, and sold its assets in December of
that year to investment firm Prentice Capital Management and Pride
Capital, the parent of liquidator Great American Group.  The new
owners closed about 30 Levitz stores.  The creation of Levitz Home
Furnishings in 2001 allowed Levitz Furniture Incorporated to
emerge from a trip through Chapter 11 bankruptcy (originally filed
in 1997).


LEVITZ FURNITURE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: PLVTZ, Inc.
        aka Levitz Furniture
        aka PLVTZ, LLC
        233 Broadway, 23rd Floor
        New York, NY 10279

Bankruptcy Case No.: 07-13532

Type of Business: The Debtor is one of the largest furniture
                  retailers in the U.S.   The Debtor's affiliates,
                  under Levitz Home Furnishing, Inc., filed for
                  Chapter 11 protection on Oct. 11, 2005 (Bankr.
                  S.D.N.Y. Lead Case No. 05-45189).  The Debtors
                  sold their assets in that year to investment
                  firms Prentice Capital Management and Pride
                  Capital, and closed about 30 stores.
                  See http://www.levitz.com/

Chapter 11 Petition Date: November 8, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Paul D. Leake, Esq.
                  Brad B. Erens, Esq.
                  Jones Day
                  222 East 41st Street
                  New York, NY 10017
                  Tel: (212) 326-3939
                  Fax: (212) 755-7306

Debtor's Claims &
Noticing Agent:   Kurtzman Carson Consultants LLC
                  New York Office
                  1180 Avenue of the Americas
                  Suite 1400
                  New York, NY 10036
                  Tel: (866) 381-9100
                  Fax: (310) 823-9133
                  http://www.kccllc.com/

Debtor's Conflicts
Counsel:          Young Conaway Stargatt & Taylor, LLP
                  New York Office
                  845 Third Avenue
                  Suites 606 & 608
                  New York, NY 10022
                  Tel: (646) 290-5018
                  Fax: (646) 290-5019
                  http://www.youngconaway.com/

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Legacy Classic Furniture                  $3,374,850
6530 Judge Adams Road
Whitsett, NC 27377
Tel: (225) 449-4600
Fax: (516) 449-4687

Collezione Europa USA, Inc.               $2,947,726
145 Cedar Lane
Englewood, NJ 07631
Tel: (201) 541-8600
Fax: (516) 426-9654

Klaussner Furniture Ind.                  $2,724,517
P.O. Box 220
Asheboro, NC 27204
Tel: (336) 625-6175
Fax: (336) 626-0905

Prime Resources/Harbor Homes              $2,487,001
100 Shepard Avenue
Wheeling, IL 60090
Tel: (847) 279-4200 ext. 12
Fax: (847) 279-0500

Haining Mengnu Group, Co., Ltd.           $2,311,666
c/o Li & Fung (Trading) Ltd.
LiFung Tower
888 Cheung Sha Wan Road
Kowloon, Hong Kong
Attn: Mr. Phillip Keetch
Tel: (852) 2300 2300
Fax: (852) 2300 2000

Tongxiang Shouwang Leather                $2,300,165
c/o Li & Fung (Trading) Ltd.
LiFung Tower
888 Cheung Sha Wan Road
Kowloon, Hong Kong
Attn: Mr. Phillip Keetch
Tel: (852) 2300 2300
Fax: (852) 2300 2000

Samuel Lawrence Furniture Co.             $1,860,654
443 Greenwich St.
New York, NY 10013
Tel: (336) 889-3639
Fax: (212) 941-9265

Sealy Mattress Co.                        $1,457,241
One Office Parkway at Sealy Drive
Trinity, NC 27370
Tel: (336) 861-3814
Fax: (336) 861-3705

Pro Line Printing, Inc.                   $1,050,678
P.O. Box 730595
Dallas, TX 75373-0595
Tel: (817) 640-9180
Fax: (817) 385-5324

Decoro                                      $970,000
24 5th Avenue
Suite 1412A
New York, NY 10011
Tel: (212) 228-0125
Fax: (336) 885-1648

Riversedge Furniture Co.                    $882,752
P.O. Box 1510
Lynchburg, VA 24501
Tel: (434) 847-4155 ext. 3265
Fax: (434) 455-2380

Magnussen Home Furnishing Inc.              $776,516
200 Lexington Avenue
New York, NY 10016
Tel: (336) 841-4424
Fax: (516) 903-3373

Home Delivery Link Inc.                     $763,014
32236 Paseo Adelato, Suite C
San Juan Capistrano, CA 92675
Tel: (949) 248-7501 ext. 101
Fax: (949) 248-7359

Yue Sen                                     $731,158
c/o Li & Fung (Trading) Ltd.
LiFung Tower
888 Cheung Sha Wan Road
Kowloon, Hong Kong
Attn: Mr. Phillip Keetch
Tel: (852) 2300 2300
Fax: (852) 2300 2000

Haining Nice Harvest Furniture              $719,082
c/o Li & Fung (Trading) Ltd.
LiFung Tower
888 Cheung Sha Wan Road
Kowloon, Hong Kong
Attn: Mr. Phillip Keetch
Tel: (852) 2300 2300
Fax: (852) 2300 2000

Serta Mattress                              $717,270
5401 Trillium Boulevard, Suite 250
Hoffman Estates, IL 60192
Tel: (847) 747-0463
Fax: (847) 747-0563

Steve Silver                                $669,207
1000 FM 548
North Forney, TX 75126
Tel: (336) 882-4368
Fax: (888) 774-5837

Chaki Co. Ltd.                              $456,854
c/o Li & Fung (Trading) Ltd.
LiFung Tower
888 Cheung Sha Wan Road
Kowloon, Hong Kong
Attn: Mr. Phillip Keetch
Tel: (852) 2300 2300
Fax: (852) 2300 2000

KDG Construction Inc.                       $454,127
1520 West Cameron Avenue
Suite 135
West Covina, CA 91790
Tel: (626) 480-1701
Fax: (626) 480-1476

Breakaway Staffing, Inc.                    $434,926
893 South Broad Street
Trenton, NJ 08611
Tel: (609) 393-3900
Fax: (609) 393-3138


LIBERTAS PREFERRED: Moody's Puts Ba3-Rated Notes Under Neg. Watch
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Libertas
Preferred Funding V, Ltd. on review for possible downgrade:

Class Description: $360,000,000 Class A-1 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

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

Class Description: $30,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $66,000,000 Class A-3 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $40,500,000 Class B Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa2

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

Class Description: $31,500,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

   -- Prior Rating: A2

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

Class Description: $23,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $22,000,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

   -- Prior Rating: Baa3

   -- 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.


LONGPORT FUNDING: Moody's Junks Ratings on $38,250,000 Notes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Longport
Funding III, Ltd. on review for possible downgrade:

Class Description: $450,000,000 Class A1-VF Senior Secured
Floating Rate Notes Due 2051

   -- Prior Rating: Aaa

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

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

Class Description: $63,750,000 Class A2A Senior Secured Floating
Rate Notes Due 2051

   -- Prior Rating: Aaa

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

Class Description: $45,000,000 Class A2B Senior Secured Floating
Rate Notes Due 2051

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: $97,500,000 Class B Senior Secured Floating
Rate Notes Due 2051

   -- Prior Rating: Aa2

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

Class Description: $26,250,000 Class C Mezzanine Secured
Deferrable Interest Floating Rate Notes Due

   -- Prior Rating: A2

   -- Current Rating: B3, on review for possible downgrade

Class Description: $26,250,000 Class D Mezzanine Secured
Deferrable Interest Floating Rate Notes Due

   -- Prior Rating: Baa2

   -- Current Rating: Caa2, on review for possible downgrade

Class Description: $12,000,000 Class E Mezzanine Secured
Deferrable Interest Floating Rate Notes Due

   -- 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.


LOUISIANA LOCAL: Moody's Puts Ba3 Rating on $250 Million Bonds
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the
$250 million Louisiana Local Government Environmental Facilities
and Community Development Authority Revenue Bonds (Westlake
Chemical Corporation Projects) Series 2007.  Moody's also affirmed
Westlake's Ba2 corporate family rating, the Ba3 rating on its
existing unsecured notes and its positive outlook.  Proceeds from
this tax-exempt bond will be used by Westlake to expand and
improve its existing facilities (Geismar and Lake Charles) in
Louisiana which are located in the Gulf Opportunity Zone as
provided in the Gulf Opportunity Zone Act of 2005.  Moody's also
raised the LGD assessment on the existing notes to LGD4, 67% from
LGD5, 75% consistent with its Loss Given Default methodology.

Ratings assigned:

Louisiana Local Government Environmental Facilities and Community
Development Authority

   -- Senior unsecured tax-exempt revenue bonds, $250 million due
      2032 -> Ba3, LGD4, 67%

Ratings affirmed:

Westlake Chemical Corporation

   -- Corporate Family Rating at Ba2

   -- Probability of Default Rating at Ba2

   -- Guaranteed senior unsecured notes, $250 million due 2016
      -> Ba3

Ratings raised:

   -- Guaranteed senior unsecured notes, $250 million due 2016 to
      LGD4, 67% from LGD5, 74%

The Ba3 rating on the Go Zone bonds reflects their unsecured
status as they are backed by an unsecured loan agreement with
Westlake.  Westlake has agreed to make timely payments of interest
and principle on the loan, which will be used to pay bondholders.
The Ba3 ratings on the Go Zone bonds, and the existing unsecured
notes due 2016, are one notch below Westlake's CFR and are
subordinated to the company's $300 million secured revolving
credit facility.  There was roughly $75 million outstanding under
this facility at Sept. 30, 2007.  The company will likely repay
borrowings under the facility after the issuance of the bonds.

The affirmation of the Ba2 CFR reflects Moody's prior expectation
that the company would significantly increase debt to fund future
capital investments.  Westlake had previously announced the
potential for a low-cost ethylene cracker in Trinidad and
expansion of its Calvert City, KY vinyl manufacturing complex.  
The issuance of the GO Zone bonds indicates that the company will
undertake a significant expansion of its Geismar facility as well.
Westlake's Ba2 CFR continues to reflect the modest level of debt
for the size of the company.  The ratings are tempered by the
substantial cyclicality in its two main commodity markets, limited
product diversity, its size relative to other commodity plastics
producers (PE and PVC), the regional nature of its operations, and
the company's limited feedstock flexibility.  Moody's expects the
company to remain adequately placed in the Ba2 rating category due
to its relatively conservative financial policies, strong
financial metrics for a Ba2 company, and its discipline in
pursuing growth through acquisitions and capital investments.
Additionally, Moody's expects that the company's earnings and cash
flow will decline over the next two years as margins in both of
their operating segments decline due to weak downstream demand in
PVC, and to a lesser degree in polyethylene.

The positive outlook reflects Moody's belief that Westlake's
investment in a low-cost cracker in Trinidad would improve its
credit profile by raise earnings in the trough of the cycle and
reducing the downside potential in earnings and cash flow from its
two commodity chemical segments.  Westlake had announced in 2006
that it was in discussions with the Republic of Trinidad and
Tobago to study the feasibility of a low-cost ethylene cracker.  
Currently, Westlake is pursuing authorization from Trinidad's
Environmental Management Authority (EMA) to construct the
facility.  While the potential investment would be large, it would
likely represent almost 30% of the company's future ethylene
capacity and improve the stability of the company's earnings over
the cycle.  The potential for a higher rating is largely dependant
on the approval for this new facility, and expectations of
economics of the facility and its impact on the company's credit
profile over the next several years.  On the other hand, the
outlook could be returned to stable if Westlake is unable to
obtain authorization from EMA, if Moody's determines that the
potential plant in Trinidad will not improve the company's long
term credit profile, or if margins decline precipitously in 2008
or 2009 (EBITDA well below $200 million) due to, for example,
pressures from imports or greater feedstock volatility.

Westlake Chemical Corporation (Westlake), headquartered in
Houston, TX, is a producer of commodity petrochemicals (ethylene
and styrene), plastics (polyvinyl chloride and polyethylene), and
fabricated products. Revenues were $2.9 billion for the LTM ended
Sept. 30, 2007.


MARCAL PAPER: Wants Proposed Asset Sale Procedure Approved
----------------------------------------------------------
Marcal Paper Mills Inc. asks the United States Bankruptcy Court
for the District of New Jersey to approve its proposed procedure
for the sale of its business to NexBanc SSB, subject to higher
and better offers, Bill Rochelle of Bloomberg News reports.

NexBanc, Bloomberg says, offered $121.6 million for the assets,
which includes a credit bid of $35 million and a $6 million cash.

Competing bids must be filed by Dec. 12, 2007, in order to
participate in the auction set for Dec. 14.

The Debtor proposes a Dec. 17 hearing for the approval of the
results of the sale.

As reported in the Troubled Company Reporter on Oct. 4, 2007,
the Debtor informed the Court of its intent to proceed with an
amended plan of reorganization and sale process.

"After expending a considerable amount of time and effort
exploring various restructuring alternatives, we have concluded
that a sale of the company as part of a plan of reorganization -
while we continue to operate in the ordinary course of business -
is the best way for us to provide continuing employment to our
loyal people, ensure our ongoing relationships with our many
valued customers and vendors, and maximize value for the benefit
of our creditors," Nicholas Marcalus, company chairman and CEO,
said.
    
Pending the submission of the anticipated amended plan, the
company and its investment banker, NatCity Investments Inc., will
proceed with an orderly and efficient sale process with the object
to close a transaction by year end.
    
"Importantly, our company's operations will continue in the
ordinary course of business with funding from our DIP lenders,"
Mr. Marcalus added.  "This will ensure the continued employment of
our dedicated employees, payment of all of our post-petition
obligations and high-quality service to our customers.  
Unfortunately, the tightening of the credit markets and inability
to meet certain closing conditions under the existing plan of
reorganization requires the company to pursue an alternative
strategy for the best interests of all stakeholders."
    
                    About Marcal Paper Mills
    
Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth   
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MARS CDO: Poor Loan Quality Prompts Moody's to Junk Note Ratings
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Mars CDO I,
Ltd. on review for possible downgrade:

Class Description: $180,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aaa

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

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

Class Description: $240,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: $78,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aaa

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $39,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aa2

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

Class Description: $10,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: Aa3

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $15,000,000 Class D Sixth Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: A1

   -- Current Rating: B1, on review for possible downgrade

Class Description: $18,500,000 Class E Seventh Priority Senior
Secured Floating Rate Notes Due 2052

   -- Prior Rating: A3

   -- Current Rating: B3, on review for possible downgrade

Class Description: $13,000,000 Class F Eighth Priority Secured
Floating Rate Notes Due 2052

   -- Prior Rating: Baa2

   -- 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.


MARSICO PARENT: S&P Assigns 'B' Credit Rating with Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
counterparty credit rating to Marsico Parent Co. LLC and Marsico
Parent Holdco LLC.  The outlook is stable.
     
At the same time, S&P assigned issue-level and recovery ratings to
Marsico Parent Co.'s planned $1.225 billion senior secured credit
facilities, consisting of a $1.2 billion seven-year term loan and
a $25 million revolving credit facility.  The loan rating is 'B+'
and the recovery rating is '2', indicating that lenders can expect
substantial (70% to 90%) recovery in the event of a payment
default.
     
In addition, S&P assigned its 'CCC+' debt rating to Marsico Parent
Co.'s $600 million eight-year subordinated notes and Marsico
Parent Holdco's $400 million 8.5 year pay-in-kind notes.  These
ratings are two notches below the counterparty credit ratings of
the respective parent companies.
     
These borrowings are part of a $2.7 billion financing package
Marsico is putting in place to finance the $2.6 billion management
buyout from Bank of America Corp.  Marsico Parent Co.'s senior
secured credit facilities will be secured by all assets and stock
of the borrower.  The senior secured credit facilities will be
guaranteed by the company's domestic subsidiaries, including the
principal operating entity, Marsico Capital Management LLC.  
Marsico Parent Co.'s subordinated notes are guaranteed and
unsecured, while Marsico Parent Holdco's PIK notes are not
guaranteed and unsecured.
      
"Ratings factor both the business and financial risks at this
midsize, fast growing asset manager," said Standard & Poor's
credit analyst Charles D. Rauch.  In only 10 years since its
founding, assets under management have grown to $103.5 billion at
Sept. 30, 2007.  Since 2001, AUM have grown at a 46% compound
annual rate and net asset inflows have been 11x greater than
inflows for the mutual fund industry.
     
There is a high degree of business risk at Marsico.  The company
is focused exclusively on growth equities, and portfolio managers
tend to invest some portfolio assets in large individual stock
positions.  There is key-man risk because Tom Marsico, founder and
CEO, is also the chief investment officer and portfolio manager
for the large-cap growth investment strategy, which accounts for
70% of AUM.
     
The firm has an excellent long-term investment performance track
record in both bull markets and bear markets.  This performance
track record, along with a strong compliance record, underlies
Marsico's valuable brand name and good reputation in the market.  
In addition, the firm's distribution capabilities are adequately
diversified among proprietary mutual funds, subadvisory funds,
wrap accounts, and institutional accounts.
     
In terms of financial risk, Marsico will soon carry a very heavy
debt load.  Tom Marsico and a company controlled by him are buying
Marsico Capital Management, the operating entity, from BoA for
$2.6 billion cash.  To finance the buyout, the company and its
affiliates will issue $2.55 billion of debt and hybrid capital
instruments and $150 million of common equity. Marsico's ability
to service its debt obligations will depend on its ability to
maintain its investment performance track record and grow, or at
least maintain, AUM.  Given the company's undiversified business
model, there is little room for error.
     
S&P forecast the company, at least in the initial years, will
generate net losses, owing to sizable intangible amortization and
interest expense.  Cash flow from operations, however, should be
positive, but weak.  S&P project initial EBITDA/interest coverage
will be only 1.3x.  Since a portion of the company's obligations
are PIK instruments, meaning they do not pay interest or dividends
in cash, S&P estimate EBITDA/cash interest coverage will be less
severe at 2.2x.
     
The management buyout transaction will generate a very large
amount of goodwill and intangible assets.  As a result, tangible
capital will be very negative.
     
The stable outlook incorporates S&P's expectation that Marsico's
investment performance will continue to rank ahead of peers and
the company will continue to exhibit healthy organic growth in
AUM.  If investment performance were to falter, leading to net
asset outflows, ratings could be lowered.   Alternatively, if the
company quickly pays down debt, ratings could be raised.


MEDIACOM COMMS: S&P Places 'BB-' Rating Under Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Mediacom
Communications Corp., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications.  About $3.2 billion of
debt is outstanding.
      
"The action follows the cable company's reduced estimates for
revenue and EBITDA growth in 2007 to 6.5%-7% from 7%-8%, and to
4%-5% from 6%-7%, respectively," said Standard & Poor's credit
analyst Naveen Sarma.  The Middletown, New York-based company had
previously lowered its guidance from 8%-9% revenue growth and 7%-
8% EBITDA growth when it reported second-quarter results in
August.
     
In addition, it is unlikely Mediacom will achieve a meaningful
reduction in debt, given its recent operating performance and
opportunistic stock repurchases under a new $50 million share
repurchase program.  Basic subscriber losses have continued and
demand for advanced services has been weaker than expected at
Mediacom.  The cable industry is showing signs of maturation, with
slowing subscriber growth for advanced services and competition
from the local telephone companies deploying their facilities-
based video product in some markets.  Thus, S&P believe a lower
debt balance would better position Mediacom to compete against The
DIRECTV Group and EchoStar Communications Corp. and, longer term,
the local telephone companies.
     
In resolving the CreditWatch action, S&P will seek further
information from management about the company's operating plans,
including plans to limit basic subscriber losses and continue to
increase its quotient of bundled customers -- steps that would not
only improve cash flow but better position the company to meet
challenges from satellite TV and telephone companies.  S&P will
also assess Mediacom's prospects for generating material
discretionary cash flow in the medium term.


MEZZANINE PORTFOLIO: Moody's Junks Rating on $7.5 Million Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Mezzanine Portfolio Credit Default Swap (Sub-Swap I) on review
for possible downgrade:

Class Description: $7,500,000 Initial Tranche Notional Amount
Credit Default Swap

   -- 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 ABS
securities.


MOVIE GALLERY: Committee Opposes Debtors' Pact w/ Sopris Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to Movie
Gallery, Inc., and its debtor-affiliates' request to commit to
pay, during the initial days of their bankruptcy cases, expenses
and a "break-up fee" to its largest unsecured creditor, Sopris
Advisors, LLC.

The Debtors sought authority from the U.S. Bankruptcy Court for
the Eastern District of Virginia to perform under the Lock Up,
Voting and Consent Agreement it entered into on Oct. 14, 2007,
with with Sopris Capital Advisors LLC, and with the lenders
holding a majority of the debt under the Second Lien Credit and
Guaranty Agreement.

Sopris holds of majority of the Debtors' 11% senior unsecured
notes due 2012.

Under the agreements, the Holders committed to support the
Debtors' restructuring plans, including an agreement to vote to
accept a plan of reorganization consistent with the Plan Term
Sheet.

Sopris agreed, among others, to:

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

  (ii) backstop a $50,000,000 rights offering to be made available
       pro rata to the holders of the 11% Senior Notes.

In exchange, the Debtors will pay (i) a commitment fee equal to
2.3% of the $50,000,000 Rights to be paid in the form of New MG
Common Stock, with the number of shares calculated according to
the Plan Term Sheet, (ii) a termination fee of $2,000,000 in
cash, plus reimbursement of expenses in the event the Debtors
close a merger or consolidation with another entity, and (iii)
expense reimbursements, provided that the reimbursement will not
include any amounts incurred after termination of the Lock Up
Agreement or the Backstop Rights Purchase Agreement.

Initially, the Committee finds that the contemplated plan dilutes
the recovery on unsecured claims by transferring value in a
proposed restructuring to the Debtors' equity holders and
management.

To clarify the observation, the Committee asks the Court to
continue the hearing on the the Debtors' request for
approximately two weeks, allowing the newly-formed Committee a
reasonable opportunity:

   -- to investigate and analyze the contemplated Plan, and

   -- to reach a meaningful negotiation with Sopris,
      notwithstanding the restraints imposed by the Lock-Up
      Agreement.

The Committee contends that as a serious investor, Sopris is
expected to bear, rather than decline, modest delay on the
hearing as to the allowance of reimbursement of their expenses.

In the alternative, the request should be denied as it is of no
legal basis and is not in the best interest of the Debtors'
estates, Brian F. Kenney, Esq., at Pachulski Stang Ziehl & Jones,
in Los Angeles, California, asserts.

The Debtors' request is not in the best interests of the estates,
because it is premature to expend a considerable amount in
conjunction with a contemplated Plan that has not been finalized,
and the Plan's confirmation risk appears to be material, Mr.
Kenney says.

Mr. Kenney maintains that the contemplated Plan, seeking to
provide for the transfer of equity from unsecured creditors to
Debtors' management and equity holders through the Lock-Up
Agreement, will directly injure the unsecured creditors.

Moreover, the Debtors' proposal to reimburse and indemnify the
largest creditor in the Chapter 11 cases, as its incentive to
pursue a contemplated Plan, did not gain the support of other
unsecured creditors, and has not been reduced to a complete Plan,
Mr. Kenney notes.

The Committee also argues that Sopris' reimbursement, and the
Lock-Up Agreement are not intended to induce bidding,
irrespective of context of Section 363 of the Bankruptcy Code,
which generally holds that break-up fees are appropriate only
otherwise.

                       About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.  James
I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, represents
the Official Committee of Unsecured Creditors appointed in these
bankruptcy cases.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: 8 Landlords Object to Lease Rejection Procedures
---------------------------------------------------------------
Several landlords filed objections to Movie Gallery Inc. and its
debtor-affiliates' proposed lease rejection procedures.

The landlords include:

   (1) Publix Super Markets, Inc.;
   (2) Ronald Pearson;
   (3) Brandon Mall General Partnership;
   (4) Carnegie Management and Development Corporation;
   (5) River Commons Company, Ltd.;
   (6) East Erie Company, Ltd.;
   (7) Lynnwood Tower LLC; and
   (8) Madison Lake Forest LLC
                                                                              
     
The landlords argue that the procedures are unnecessary and the
Debtors have not demonstrated compelling reasons why they should
be excused from the requirements of a motion pursuant to Section
365 of the Bankruptcy Code, and a notice and a hearing before
rejection of an executory contract or unexpired lease.

The landlords point out that the Debtors have sought to set lease
rejection procedures that include lease rejection dates that
predate the decision of the Court to permit the requested
rejection.  According to the landlords, the proposed procedures
by their terms put the landlords in a position in which they
cannot safely and legally relet the premises, while at the same
time they are not being paid for those premises.

The landlords contend that the proposed procedures conflict with
both the wording and the policy of Section 365 of the Bankruptcy
Code, which has been repeatedly modified to ensure that landlords
keep getting paid until they get their properties back.

                       About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.  James
I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, represents
the Official Committee of Unsecured Creditors appointed in these
bankruptcy cases.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Landlords & Committee Object to $150MM DIP Loan
--------------------------------------------------------------
A substantial number of landlords and the Official Committee of
Unsecured Creditors appointed in Movie Gallery Inc. and its
debtor-affiliates' bankruptcy cases objected to some provisions
provided by the Debtors' $150 million debtor-in-possession
financing agreement.

As reported in the Troubled Company Reporter on Oct. 22, 2007, the
Honorable Douglas O. Tice, Jr. of the U.S. Bankruptcy Court for
the Eastern District of Virginia gave interim authority to the
Debtors to borrow up to $140,000,000 of their lenders' DIP Credit
Facility.

The Debtors entered into a $150,000,000 Secured Super-Priority
Debtor-in-Possession Credit and Guaranty Agreement, dated as of
Oct. 16, 2007, with Goldman Sachs Credit Partners L.P. as lead
arranger, syndication agent, and documentation agent; The Bank of
New York as administrative agent and collateral agent; and a
consortium of lenders.

According to William C. Kosturos, managing director at Alvarez &
Marsal North America LLC, and chief restructuring officer of
Movie Gallery, Inc., the Debtors have an urgent need to obtain
the DIP Financing for, among other things, continuing the
operation of their business in an orderly manner, maintaining
business relationships with vendors, suppliers and customers,
paying employees and satisfying other working capital and
operational needs.

A full-text copy of the DIP Credit Agreement is available at no
charge at http://researcharchives.com/t/s?245d/

                           Objections

(1) Landlords

Fifty-three landlords oppose the postpetition financing
provisions proposed by Movie Gallery, Inc.'s and its debtor
affiliates.  The Landlords include:

   -- SEMLAK, LLC; Imperial 1999, LP, Century Associates;
      Auburndale, LLC and Cedav Associates; Widewaters
      Connellsville Company, LLC; Widewaters Garner Company, LLC;
      Widewaters Uniontown Company, LLC; Princeton (East River)
      WMS, LLC; Pocomoke (East Town) WMG, LLC; Bluefield
      (Ridgeview) WMS, LLC; Lexington (East Towne) WMB, LLC;

   -- McLaren Investments, LLC, as assignee from Ferrari
      Investments, LLC;

   -- Inland Southwest Management LLC; Inland American Retail
      Management LLC; Inland US Management LLC; Inland Pacific
      Property Services LLC; Inland Continental Property
      Management Corp.; and Inland Commercial Property
      Management, Inc.;

   -- The Macerich Company, RREEF Management Company, West Valley
      Properties; Westwood Financial Corporation; Watt
      Management Company, Sywest Development; Primestor Los
      Jardines, LLC; J.H. Snyder Company; Sol Hoff Company, LLC;
      and Beverly Wilcox Properties, LLC;

   -- DG Development Properties, Inc., Robbins Center, LLC and
      Mocksville Op, LLC;

   -- Bowling Green Plaza, LLC; Courthouse Ventures, LLC; Madison
      Plaza, LLC, Kilmarnock Partners Limited Partnership; the
      Estate of Rowland C. Cobb; PKS Development, Inc.; and
      Clinton Parkway Center, LLC;

   -- M&L Investment Properties, LLC;

   -- 255 Mall LLC; Hampton Village Associates LLC; and BLDG-ICS
      Olney Inc.; and

   -- Aronov Realty Management; Centro Properties Group;
      Developers Diversified Realty Corporation; Federal
      Realty Investment Trust; General Growth Management, Inc.;         
      Levin Management Corporation; The Morris Companies
      Affiliates; and Regency Centers L.P.;

   -- GE Commercial Finance Business Property Corporation;

   -- F.I. Mentor Commons, Ltd.; and

   -- Weingarten Realty Investors; RMC Property Group; BC Wood
      Properties LLC; Basser Kaufman, LTD.; KIMCO Realty
      Corporation and Gibraltar Management, and 53 other
      landlords.

The Landlords maintain that while the Court authorizes the
Debtors to pledge or otherwise grant a security interest or
a lien on, sell, assign or otherwise transfer the Debtors'
interests in the leases to the DIP lenders, the lenders did not
have prepetition rights to the leases and may not obtain the same
rights through the Debtors' cases.

According to the Landlords, it is not unusual for DIP lenders to
require liens on a Debtor's real property leases, but the liens
are normally limited to only the proceeds of the Debtor's
leasehold interests and do not extend to the leasehold interests
themselves.  The proposed direct lien on the Debtors' leasehold
interests in the leases, if allowed, will circumvent critical
protections granted to shopping center landlords granted
accordingly by Section 365 of the Bankruptcy Code.

Moreover, the Landlords point out that Section 365(b)(3) of the
Bankruptcy Code requires that the lease assumption or assignment
should be subject to all provisions of the lease.  The negotiated
terms binding the Debtors' lease transactions with the landlords
do not permit the Debtors to grant their DIP lenders with
security interest in the leases.

Thus, the Landlords find that Debtors' attempt to secure liens
against, and designate assumptions on nonresidential real
property leases as to the DIP lenders, is invalid and improperly
compromises contractual protections afforded to landlords.

In addition, the landlords point out that the Debtors' DIP
financing, which was given interim approval, provides that the
lenders, upon loan default by the Debtors, are awarded the
automatic relief from stay.  The objecting parties protest that
the relief is not afforded in the same manner to the landlords.

The Landlords also express disagreement to the Court's allowance
of the lenders to enter and occupy the leases in the event of a
default (i) without the lenders bearing full financial
responsibility for all charges upon possession of the leased
premises, and (ii) without reasonable notice allowing any party-
in-interest to raise objections.  Further, the Court allows the
lenders "to file and pursue . . . any motion or other appropriate
pleading . . . seeking the assumption, assignment or rejection of
such of the leases with respect to the leasehold property as DIP
Lenders".

The Landlords hold that the provision is irrespective of Section
365, which provides that the Debtors, or a trustee if appointed,
are the only parties that may move to assume or reject the
leases.

Accordingly, the objecting Landlords ask the Court to reject in
finality the Debtors' request.  In the alternative, the Landlords  
call for modified DIP financing provisions with due consideration
to the issues raised.

A complete list of the 53 landlords is available at no charge at:

              http://researcharchives.com/t/s?2521/

(2) Unsecured Creditors Committee

The Committee finds that the Court's interim approval of the
Debtor's DIP financing is not in the best interest of the general
creditor body.

The Committee points out that it was afforded neither the
relevant information nor the necessary amount of time to obtain
information, to fully review and comprehend the impacts of the
DIP proposal.

Proposed co-counsel for the Committee, Brian F. Kenney, Esq., at
Miles & Stockbridge, P.C., in McLean, Virginia, maintains that
affording avoidance actions rights to DIP and existing lenders, is
invalid, because the existing lenders (i) need a going-on concern
as much as the unsecured creditors; and (ii) have already used a
considerable part of the DIP loan to refinance their existing debt
into an administrative claim.

As such, he says, the Committee suggests that there should be a
carve-out for avoidance claims and their proceeds, including
preserved liens, from the liens and super-priority claims of the
DIP and existing lenders.

Moreover, the Committee finds that entitling the lenders to all
Chapter 11 process benefits while escaping the analogous costs,
is simply inappropriate.

Mr. Kenney notes that the Debtors provide for the liens of
existing secured indebtedness to be validated as non-avoidable in
all respects and oversecured.  As this is inappropriate, he says,
the Court must:

   -- make it clear that all prepetition, secured claims are
      subject to characterizations as unsecured, depending on a
      later value determination, and regardless of the validation
      provision;

   -- modify the provision on validity to give the Committee
      standing to bring any claims it uncovers; and

   -- modify the challenge period to from 75 days to 120 days,
      affording the Committee ample time to review the extensive
      documentation.

Moreover, while the automatic stay is deemed lifted upon a
default to permit the enforcement by DIP lenders, the provisions
do not include the procedures to challenge the lenders' assertion
of a default, Mr. Kenney asserts.

The lenders are also afforded adequate protection "for, and
solely to the extent of, any diminution in value of existing
lenders' interest in the existing collateral resulting from the
(i) priming of their liens . . .", which the Committee finds
inappropriate to the extent priming loans repay priming
indebtedness, without resulting in a diminution of the existing
lenders interests.

Mr. Kenney further tells the Court that the Debtors' request
exceeds the limits of the available relief with respect to the
provisions that:

   * afford the DIP lenders rights to file motions and conduct
     sales as if they were a Debtor or a Trustee;

   * grant the DIP lenders leasehold mortgages even as to leases
     that would have no value to them, creating an incurable
     default precluding assumption and assignment;

   * allow the DIP lenders to continue occupancy of the Debtors'
     premises while paying only limited expenses incurred;

   * forbid the Debtors from rejecting leases, owing to the
     requirement that the Debtors may not "sell, transfer, lease,
     encumber, or otherwise dispose of any portion of the
     collateral," which constitutes a default; and

   * include a waiver of the Debtors' and its estates' ability
     to surcharge the existing, and DIP lenders' collateral,
     under Section 506(c) of the Bankruptcy Code, but without a
     justification from the lenders.

The Committee holds that the non-workable professional fee carve-
out of $7,000,000 plus approved, pre-triggered notice incurred
fees and expenses (i) has no apparent funding source, and (ii)
risks a premature depletion, which can be prevented by a
provision making the sending of a carve-out trigger notice
simultaneous with a final termination of the Debtors' DIP
financing, and the lenders' exercise of remedies.

Mr. Kenney further stresses the need to modify to certain
financing procedures and conditions, including:

   (a) no reconsiderations or appeals as to the final Court
       order can be pending, even if it is not stayed;

   (b) procedures for obtaining the consent to the lenders should
       be made workable;

   (c) the DIP Agreement default arising from the entry of, or
       the Debtors' failure to oppose, any "adverse" Order must
       be eliminated; and

   (d) the default entry for a judgment on the Debtors
       postpetition debt of over $2,500,000 must be conditioned
       upon there being a material adverse effect arising from   
       it.

Even in the Court's final judgment, no final closing may occur
and a default arises if the Debtors fail to obtain a credit
rating for the DIP, which, the Committee finds, is a complete
uncertainty.

In sum, the Committee submits that the Debtors' DIP financing
request is overreaching and should not be approved in its present
form.

                  Landlords Withdraw Objections

These Landlords have withdrawn their objections to the Debtors'
DIP Financing Request:

   * SEMLAK, LLC
   * Imperial 1999, LP
   * Century Associates Auburndale, LLC
   * Cedav Associates
   * Widewaters Connellsville Company,LLC
   * Widewaters Garner Company, LLC
   * Widewaters Uniontown Company, LLC
   * Princeton(East River) WMS, LLC
   * Pocomoke (East Town) WMG, LLC
   * Bluefield (Ridgeview) WMS, LLC
   * Lexington (East Towne) WMB, LLC

Judge Tice has adjourned the final hearing the Debtors' request
to Nov. 14, 2007.

                       About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.  James
I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, represents
the Official Committee of Unsecured Creditors appointed in these
bankruptcy cases.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MORGAN STANLEY: Moody's Holds Low-B Ratings on Five Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirms the ratings of all classes of
Morgan Stanley Dean Witter Capital I Trust 2001-IQ, Commercial
Mortgage Pass-Through Certificates, Series 2001-IQ as:

   --Class A-3, $151,257,538, affirmed at Aaa

   --Class X-1, Notional, affirmed at Aaa

   --Class X-2, Notional, affirmed at Aaa

   --Class C, $18,717,000, affirmed at Aaa

   --Class D, $5,348,000, affirmed at Aaa

   --Class E, $5,348,000, affirmed at Aa1

   --Class F, $8,913,000, affirmed at A1

   --Class G, $5,347,000, affirmed at A2

   --Class H, $5,348,000, affirmed at Baa2

   --Class J, $10,695,000, affirmed at Ba2

   --Class K, $3,565,000, affirmed at Ba3

   --Class L, $1,783,000, affirmed at B1

   --Class M, $5,348,000, affirmed at B2

   --Class N, $1,782,000, affirmed at B3

As of the Oct. 18, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 65.2%
to $247.9 million from $713.0 million at securitization.  The
Certificates are collateralized by 36 loans ranging in size from
less than 1.0% to 19.4% of the pool, with the top 10 loans
representing 63.1% of the pool.  The pool has become more
concentrated since securitization and now has a Herfindahl index
score of 15, compared to 48 at securitization.  Two loans have
been liquidated from the trust, resulting in an aggregate realized
loss of approximately $3.1 million.  There are no loans in special
servicing currently.  About eight loans, representing 13.4% of the
pool, are on the master servicer's watchlist.  No loans have
defeased.

Moody's was provided with year-end 2006 operating results for
96.7% of the performing loans. Moody's loan to value ratio ("LTV")
is 64.1%, compared to 63.7% at Moody's last full review in August
2006 and compared to 68.7% at securitization.

The top three exposures represent 35.0% of the outstanding pool
balance.  The largest loan exposure is the Town Center Plaza Loan
($48.0 million -- 19.4%), which is secured by a portion (413,000
square feet) of a 632,000 square foot anchored community shopping
center located approximately 13 miles south of Kansas City in
Leawood, Kansas.  The property is positioned as a "lifestyle"
center and includes a mix of upscale fashion oriented stores.  The
largest tenants include Macy's, Barnes & Noble, Bath and Body and
Pottery Barn.  Moody's LTV is 59.3%, compared to 62.0% at last
review and compared to 75.1% at securitization.

The second largest exposure consists of the 1410, 1420 and 1430
State Highway 206 Loan ($14.3 million - 5.8%) and the Metro Office
Center III Loan ($5.9 million - 2.4%), two cross collateralized
loans secured by four office properties located in New Jersey.  
The 1410, 1420 and 1430 State Highway 206 Loan is secured by three
buildings totaling 88,000 square feet located in Bedminster, New
Jersey.  The Metro Office Center III Loan is secured by a 45,000
square foot office building located approximately three miles
southeast of Princeton in West Windsor, New Jersey.  Moody's LTV
is 78.4%, compared to 80.0% at last review and compared to 89.3%
at securitization.

The third largest exposure consists of the Covina Town Square Loan
($18.3 million -- 7.4%), which is secured by the borrower's
interest in a 269,400 square foot office retail center located in
Covina, California.  The center is anchored by Home Depot,
Staples, Petsmart, Michaels and a 30-screen AMC, which is not part
of the collateral.  Moody's LTV is 58.4%, compared to 61.7% at
last review and compared to 73.5% at securitization.


NABI BIOPHARMA: Stockholders OK Sale of Assets for $185 Million
---------------------------------------------------------------
Nabi Biopharmaceuticals's stockholders voted to approve the sale
of assets for $185 million, in a special meeting of stockholders.  
The transaction involved Biotest Pharmaceuticals Corporation and
Biotest AG.

On Sept. 11, 2007, Nabi Biopharmaceuticals entered into a
definitive agreement with Biotest AG, Dreieich, Germany to sell
the Nabi Biologics strategic business unit to Biotest
Pharmaceuticals Corporation.  

Biotest has agreed to acquire the Biologics SBU's products,
including Nabi-HB(R) [Hepatitis B Immune Globulin (Human)], and
other plasma business assets, including Nabi's state-of-the-art
plasma protein production plant, and nine FDA-certified plasma
collection centers across the U.S.

The acquisition also will include certain of Nabi's Corporate
Shared Services group assets and the company's Boca Raton, Florida
headquarters and other facilities, well as the assumption of
certain liabilities.
    
More than 60% of the outstanding shares of the company's common
stock were represented at the meeting and 98% of those shares were
voted in favor of the sale of assets transaction.
    
"We are pleased and gratified by the strong support we have
received from our stockholders and thank them for their continued
commitment to Nabi Biopharmaceuticals," Leslie Hudson, Ph.D., the
company's interim president and chief executive officer, said.

            About Biotest Pharmaceuticals Corporation

Biotest Pharmaceuticals Corporation researches and manufactures
pharmaceutical, biotherapeutic and diagnostic products and has
more than 1,200 employees worldwide.
    
                  About Nabi Biopharmaceuticals

Headquartered in Boca Raton, Florida, Nabi Biopharmaceuticals -
http://www.nabi.com/-- leverages its experience and knowledge in  
powering the immune system to develop and market products that
fight serious medical conditions.

                          *     *     *

Standard & Poor's Ratings Services placed the long term foreign
and local issuer credit ratings of Nabi Biopharmaceuticals' at 'B-
' in April 2006.  The ratings still hold to date with a negative
outlook.


NEO CDO: Moody's Junks Ratings on Three Certificate Classes
-----------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Neo CDO 2007-1, Ltd. on review for possible downgrade:

Class Description: $90,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2053

   -- Prior Rating: Aaa

   -- Current Rating: Baa1, on review for possible downgrade

Class Description: $90,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2053

   -- Prior Rating: Aaa

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

Class Description: $15,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2053

   -- Prior Rating: Aaa

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $52,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2053

   -- Prior Rating: Aa2

   -- Current Rating: B2, on review for possible downgrade

Class Description: $6,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2053

   -- Prior Rating: Aa3

   -- Current Rating: B3, on review for possible downgrade

Class Description: $12,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2053

   -- Prior Rating: A2

   -- Current Rating: Caa2, on review for possible downgrade

Class Description: $6,000,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2053

   -- Prior Rating: A3

   -- Current Rating: Caa3, on review for possible downgrade

In addition Moody's also downgraded these notes:

Class Description: $16,500,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2053

   -- 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 structured
finance securities.


NEW ENGLAND CENTER: Moody's Keeps Ba2 Rating on Long-Term Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed New England Center for
Children's Ba2 long-term rating.  The outlook for the rating has
been revised to positive, reflecting the organization's consistent
operating performance that has allowed for improvement in balance
sheet and liquidity indicators.  The rating applies to
$14.5 million of outstanding Series 1998 bonds.

Legal Security: The Series 1998 bonds are secured by a gross
revenue pledge. Additionally, the Hospital's obligations are
secured by a mortgage.

Interest Rate Derivatives: None

Strengths

   * Established history and strong reputation in providing state
     and federally mandated services for autistic children.
     Strong demand as illustrated by waiting lists for all service
     lines

   * Consistent operating performance has enabled the organization
     to materially improve liquidity measures and deleverage the
     balance sheet.  Limited additional capital needs will allow
     the organization to continue to build balance sheet resources

   * Expansion of operations internationally in the United Arab
     Emirates will enhance the size and scope of the organization,
     diversify operations, and is expected to improve
     profitability

Challenges

   * Relatively high dependence on governmental payers, with 66%
     of revenues derived from Massachusetts operations

   * Profitability, historically in the 2-4% operating margin, has
     declined to 0-2% operating margins in FY 2006 and FY 2007

   * Thin balance sheet metrics with limited opportunity to build
     the balance sheet form Commonwealth contracts.

   * Small revenue base relative to other human service providers.

Recent Developments/Results

NECC is a human service provider that serves autistic children.
Over 83% of revenues are derived from services mandated by Chapter
766, which illustrates the essentiality of NECC's services and
anchors financial performance.  NECC has enjoyed steady enrollment
trends in its key service lines, including residential, staff
intensive, day school, adult transition and outreach programs,
driven by strong demand fundamentals as illustrated by waiting
lists for key services.  Total census at the headquarter facility
has remained stable at 227 students.

NECC continues to generate consistent financial performance, with
operating income of $0.6 million (1.4% operating margin) in FY
2007 (unaudited), up from $0.3 million (0.7% operating margin) in
FY 2006, although we note that despite the improvement in FY 2007,
operating margins have been in the 0-2% range in the last five
years compared to the 2-4% range more historically.  Operating
cash flow increased to $3.0 million (7.5% operating cash flow
margin), up from $2.7 (7.2% operating cash flow margin) in FY
2006.  Debt-to-cashflow improved to 5.1 times in FY 2007 from 7.5
times in FY 2006, and MADS coverage improved to 2.2 in FY 2007
times from 1.7 times in FY 2006.  NECC enjoyed 7% revenue growth
in FY 2007 due to robust rate increases from the Commonwealth.
Management does not plan for any major capital expansion at the
headquarter facility and future growth will derive from expansion
of consulting and outreach services.  In addition, NECC reports a
recent signing of an exclusive contract with the government of Abu
Dhabi to provide services locally, which we believe will allow
NECC to further diversify revenues, increase the scope and reach
of the organization, and improve profitability.

As a result of this strategic direction, NECC does not have any
major debt plans on the horizon, which will allow the organization
to continue to improve key balance sheet measures. Unrestricted
cash and investments declined to $3.2 (30 days) million at FYE
2007 from $3.5 million (35 days) at FYE 2006, while cash to debt
eased to 18% at FYE 2007 from 19% at FYE 2006.

Outlook

The revision in the outlook to positive from stable is
attributable to improvement in balance sheet indicators,
consistent financial performance, and the essentiality and demand
for NECC's services.

What could change the rating--UP

Successful opening of Abu Dhabi operations, improved
profitability, and improved balance sheet measures

What could change the rating--DOWN

Further declines in liquidity, a significant departure in
operating performance, or material increase in debt without
commensurate increases in cash flow or cash

Key Indicators

Assumptions & Adjustments:

   -- Based on financial statements for The New England Center for
      Children, Inc.

   -- First number reflects audit year ended June 30, 2006

   -- Second number reflects unaudited year ended June 30, 2007

   -- Investment returns normalized at 6% unless otherwise noted

* Total operating revenues: $37.6 million; $40.0 million

* Moody's-adjusted net revenue available for debt service:
   $3.6 million; $5.8 million

* Total debt outstanding: $18.0 million; $17.0 million

* Maximum annual debt service (MADS): $2.0 million; $2.0 million

* MADS Coverage with reported investment income: 1.7 times;
   2.2 times

* Moody's-adjusted MADS Coverage with normalized investment
   income: 1.7 times; 2.2 times

* Debt-to-cash flow: 7.4 times; 5.1 times

* Days cash on hand: 35 days; 30 days

* Cash-to-debt: 19%; 18%

* Operating margin: 0.7%; 1.4%

* Operating cash flow margin: 7,2%; 7.5%

Rated Debt (debt outstanding as of June 30, 2007)

   -- Series 1998 ($14.5 million outstanding) rated Ba2


NORDIC VALLEY: May Further Downgrade Low-B Ratings on Three Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Nordic
Valley 2007-1 CDO, Ltd. on review for possible downgrade:

Class Description: $31,500,000 Class A-X Senior Secured Notes Due
2047

   -- Prior Rating: Aaa

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

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

Class Description: Class A-1 Senior Secured Funded Notes due 2047

   -- Prior Rating: Aaa

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

Class Description: $600,000,000 Class A-1 Unfunded Notes due 2047

   -- Prior Rating: Aaa

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

Class Description: $100,000,000 Class A-2a Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

   -- Current Rating: A1, on review for possible downgrade

Class Description: $93,000,000 Class A-2b Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $50,000,000 Class B Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa2

   -- Current Rating: Baa1, on review for possible downgrade

Class Description: $66,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $30,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2047

   -- Prior Rating: Baa1

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $18,000,000 Class E Secured Floating Rate
Deferrable Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: B1, on review for possible downgrade

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


OCTONION I: Moody's Junks Ratings on Four Floating Rate Notes
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Octonion I
CDO, Ltd. on review for possible downgrade:

Class Description: $22,250,000 Class S Floating Rate Notes Due
2014

   -- Prior Rating: Aaa

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

Class Description: $600,000,000 Class A1 Floating Rate Notes Due
2047

   -- Prior Rating: Aaa

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

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

Class Description: $150,000,000 Class A2 Floating Rate Notes Due
2047

   -- Prior Rating: Aaa

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $88,000,000 Class A3 Floating Rate Notes Due
2047

   -- Prior Rating: Aa2

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

Class Description: $70,000,000 Class B Deferrable Floating Rate
Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: $40,000,000 Class C Deferrable Floating Rate
Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: Caa2, on review for possible downgrade

Class Description: $10,000,000 Class D Deferrable Floating Rate
Notes Due 2047

   -- Prior Rating: Baa3

   -- Current Rating: Caa3, on review for possible downgrade

Moody's also downgraded these notes:

Class Description: $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.


ORION 2006-2: S&P Retains Nine Ratings Under Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'AAA' rating on the
class A-1B notes issued by Orion 2006-2 Ltd. on CreditWatch with
negative implications.  The class A-2, B-1, B-2, C-1, C-2, D-1, D-
2, E, and X notes remain on CreditWatch with negative
implications, where they were placed on Oct. 22, 2007.
     
Standard & Poor's notes that Orion 2006-2 Ltd. triggered an event
of default on Nov. 6, 2007, under section 5.1(h) of the indenture,
dated Dec. 7, 2006, with a ratio calculated by dividing the
aggregate par value of collateral debt securities, the excess
notional amount liquidity, the principal proceeds held as cash,
and eligible investments purchased with principal proceeds, by the
sum of the aggregate outstanding amount of the
class A notes and the remaining unfunded class A-1A commitment
amount less than 100%.
     
When Standard & Poor's receives EOD notices, S&P place all
affected note ratings on CreditWatch with negative implications.


             Rating Placed on Creditwatch Negative

                        Orion 2006-2 Ltd.

                                 Rating
                                 ------
                Class      To               From
                -----       --               ----
                A-1B       AAA/Watch Neg    AAA

            Ratings Remaining on Creditwatch Negative

                        Orion 2006-2 Ltd.

                        Class      Rating
                        -----      ------
                        A-2        AA+/Watch Neg
                        B-1        AA/Watch Neg
                        B-2        AA-/Watch Neg
                        C-1        A-/Watch Neg
                        C-2        BBB/Watch Neg
                        D-1        BB/Watch Neg
                        D-2        BB-/Watch Neg
                        E          B-/Watch Neg
                        X          BB/Watch Neg

                  Other Outstanding Ratings

                      Orion 2006-2 Ltd.

                      Class      Rating
                      -----      ------
                      A-1A       AAA
                      S          AAA


OXFORD INDUSTRIES: Board Approves $60 Million Stock Repurchase
--------------------------------------------------------------
Oxford Industries Inc.'s board of directors has authorized the
repurchase by the company of up to $60 million of its outstanding
common stock, replacing the company's stock repurchase
authorization.

The company expects to enter into an accelerated share
repurchase agreement with Bank of America N.A. for the full amount
of the $60 million authorization.  The $60 million represents
approximately 14% of the company's current market capitalization.
    
"We believe in the strength of our company and that the repurchase
of shares at this time is an excellent opportunity to deliver
value to our shareholders," J. Hicks Lanier, chairman and chief
executive officer of Oxford Industries Inc., commented.  "At the
same time, we remain committed to building a portfolio of
lifestyle brands and this share repurchase will
not prevent us from pursuing future transactions aligned with this
strategy."
    
The specific number of shares to be repurchased under the
agreement with Bank of America generally will be based on the
volume weighted average share price of the company's common shares
during a specified calculation period.  

During the share repurchase program, a price cap provision will
establish the maximum price payable by the company for the shares
to be repurchased under the agreement.  The program is expected to
take up to seven months to complete.  The company will fund the
share repurchase through borrowings under its U.S. revolving
credit facility.
    
                   About Oxford Industries Inc.
    
Headquartered in Largo, Florida, Oxford Industries Inc. ( NYSE:
OXM) - http://www.oxfordinc.com/-- is a producer and marketer of  
branded and private label apparel for men, women and children.  
Oxford provides retailers and consumers with a wide variety of
apparel products and services to suit their individual needs.

The company filed for Chapter 11 protection on May 4, 2007,
(Bankr. M.D. FL. Case No.: 07-03683).  Don M. Stichter, Esq. of
Stichter, Riedel, Blain & Prosser represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its estimated assets were $1 million to
$100 million and estimated debts were $100,000 to $1 million.


PAC-WEST TELECOMM: Plan Confirmation Hearing Deferred to Nov. 19
----------------------------------------------------------------
The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware continued to Nov. 19, 2007, at 2:30 p.m.,
the hearing to consider confirmation of Pac-West Telecomm Inc. and
its debtor-affiliates' Second Amended Joint Chapter 11 Plan of
Reorganization.

In a Court filing dated Nov. 11, 2007, Qwest Corporation and Qwest
Communications Corporation asked the Court to defer the Debtors'
amended Plan confirmation hearing until Nov. 20, 2007, because
they need sufficient time to determine whether the Debtors have
the financial resources to pay the multi-million dollar refund
claims under the Washington and Arizona interconnection
agreements.

Kurt F. Gwynne, Esq., at Reed Smith LLP, said that the requested
continuance will also enable the Qwest entities to amend their
discovery requests to reflect the legal and factual issues of
the Debtors' "eleventh-hour about-face" in regrad to these
interconnection agreements.

                      Treatment of Claims

The Debtors' Plan, as reported in the Troubled Company Reporter on
Oct. 31, 2007, proposes to pay Class 1 Priority Claims in full,
in cash.

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

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

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

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

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

                         About Pac-West

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

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


PAETEC HOLDING: Good Liquidity Cues Moody's to Assign SGL-2 Rating
------------------------------------------------------------------
Moody's assigned an SGL-2 speculative grade liquidity rating to
PAETEC Holding Corp.  The SGL-2 rating reflects PAETEC's good
liquidity over the coming 12 months as Moody's expects the company
to meet its obligations primarily by relying on cash-on-hand, cash
flow from operations and access to the company's revolving credit.  
The likely cash needs will include the tender for the $104 million
McLeodUSA Inc. senior secured notes.  Moody's also recognizes that
PAETEC may access the capital markets to enhance its liquidity, at
which time, the SGL rating may be revisited.  Absent new capital
raising, Moody's anticipates the Company will borrow under the
revolver to complete the pending acquisition of McLeod.

Assuming the acquisition of McLeod closes at year-end 2007 and a
$25 million drawdown under the revolver, Moody's expects PAETEC's
cash balances to decline from $106 million at 3Q 2007, to about
$20 million at closing of McLeod's acquisition.  Moody's expects
PAETEC to generate $184 million in cash flow from operations over
the next four quarters; however, increased debt service and
capital investments of nearly $140 million (roughly 12% to 14% of
its pro forma revenues) to grow its business and integrate McLeod
will erode much of the Company's free cash flow generating
capacity.  Nevertheless, Moody's estimates PAETEC will have good
liquidity over the next four quarters, consisting of nearly $45
million in free cash flow over the next four quarters, in addition
to the cash balances.

PAETEC's credit facilities contain a total leverage covenant at
5.0x trailing twelve months' consolidated cash flow, which the
Company is expected to comply with.

With the acquisition of McLeod, PAETEC will add a cluster of
discrete assets, including colocations, fiber and switches, which
can be sold to raise cash without disrupting its core operations,
as McLeod has large network assets that remain underutilized.

PAETEC, headquartered in Fairport, NY, and McLeod, headquartered
in Hiawatha, IA are competitive local exchange carriers.  Pro
forma for the merger, the combined company will generate revenue
of over $1.6 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services affirmed the ratings on
PAETEC Holding Corp., including the 'B' corporate credit rating.  
The outlook is positive.  The rating action followed PAETEC's
announcement of a definitive agreement to acquire McLeodUSA Inc.
(B-/Negative/--) for $557 million, including the assumption of $65
million in net debt, in a stock- based transaction.  The McLeodUSA
debt will be repaid at close of the transaction and S&P will
withdraw its ratings on McLeodUSA at  that time.  McLeodUSA is a
competitive local exchange carrier  based in Hiawatha, Iowa.


PAUL HOWARD: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Paul Anthony Howard
        6465 South Yale
        Suite 614
        Tulsa, OK 74136

Bankruptcy Case No.: 07-12174

Type of Business: The Debtor operates a health care business.

Chapter 11 Petition Date: November 7, 2007

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Patrick J. Malloy, III, Esq.
                  Malloy Law Firm, P.C.
                  111 West 5th Street, Suite 700
                  Tulsa, OK 74103-4261
                  Tel: (918) 747-3491
                  Fax: (918) 743-6103

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Individual            $109,783
Special Procedures Staff         Liablity for Payroll
55 North Robinson Stop 5024      Tax Debt
Oklahoma City, OK 73102-9229

                                 Income Tax             $93,463

Oklahoma Tax Commission          Income Tax             $21,471
General Counsel's Office
440 South Houston Suite

Morrelsaffacraighicks Barnhart   Business-Accounting    $21,471
& Brunton Inc
3501 South Yale Avenue
Tulsa, OK 74135-8014                               

Yellow Book USA-West             Business-Advertising   $20,246

The E. Maynard Cole Revocable    Residential Lease      $18,821
Trust and The Kay Cole           
Revocable Trust                  
                                
Allergan                         Business                $3,845

The User-Friendly Phone Book     Business-Advertising    $2,930

PSS                              Business-Medical        $1,297
                                 Supplies

Coapt Systems Inc                Business-Medical          $552
                                 Supplies

Saint Francis Health System      Medical                   $512

Ingenix                          Business-Medical Books    $501

Patterson Office                 Business                  $500

East central Electric            Utility-Main House        $449

Care Communications LLC          Business-Phone and        $407
                                 Answering Service

AT&T Wireless                    Business-Cellular         $304
                                 Services

Yale Cleaners                    Business-Services         $225

AT&T                             Services-Residential      $198
                                 Phone Service

DirectTV                         Other                     $174

Pikepass                         Services                  $160
     

PHH MORTGAGE: Fitch Rates $200,000 Class B-5 Certificates at B
--------------------------------------------------------------
Fitch Ratings has assigned these ratings to PHH Mortgage Capital
LLC mortgage pass-through certificates, series 2007-6:

  -- $112 million classes A-1, A-2, R-I, and R-II 'AAA';
  -- $5.4 million privately offered class B-1 'AA';
  -- $0.7 million privately offered class B-2 'A';
  -- $0.4 million privately offered class B-3 'BBB';
  -- $0.3 million privately offered class B-4 'BB';
  -- $0.2 million privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 6.0%
subordination provided by the 4.5% privately offered class B-1,
0.6% privately offered class B-2, 0.3% privately offered class B-
3, 0.25% privately offered class B-4, 0.15% privately offered
class B-5, and 0.2% privately offered and not rated class B-6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of PHH Mortgage Corporation, which is
rated 'RPS1-' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 174 one- to four-family conventional, fixed-
rate mortgage loans secured by first liens on residential mortgage
properties.  As of the cut-off date (Nov. 1, 2007), the mortgage
pool has an aggregate principal balance of approximately
$119,184,087.07, a weighted average original loan-to-value ratio
of 72.67%, a weighted average coupon of 6.797%, a weighted average
remaining term of 356 months, and an average balance of
$684,966.02.  The loans are primarily located in California
(18.56%), Washington (7.94%) and Maryland (7.80%).

All of the mortgage loans were either originated by PHH Mortgage
or acquired by Bishop's Gate Residential Mortgage Trust, and sold
to PHH Mortgage Capital LLC, an affiliate of PHH Mortgage
Corporation.  PHH Mortgage Capital LLC deposited the loans in the
trust which issued the certificates.  William J. Mayer Securities,
LLC acted as Agent for PHH Mortgage, structuring and underwriting
this deal.  Citibank N.A. (AA/F1+) will serve as Trustee.  For
federal income tax purposes, an election will be made to treat the
trust fund as two real estate mortgage investment conduits
(REMIC's).


PINE MOUNTAIN: Moody's Places Low-B Ratings Under Negative Watch
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Pine
Mountain CDO III Ltd. on review for possible downgrade:

Class Description: $20,000,000 Class A-2 Floating Rate Notes Due
July 7, 2047

   -- Prior Rating: Aaa

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

Class Description: $90,000,000 Class A-3 Floating Rate Notes Due
July 7, 2047

   -- Prior Rating: Aaa

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

Class Description: $41,250,000 Class A-4 Floating Rate Notes Due
July 7, 2047

   -- Prior Rating: Aaa

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

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

Class Description: $45,000,000 Class B Floating Rate Notes Due
July 7, 2047

   -- Prior Rating: Aa2

   -- Current Rating: A3, on review for possible downgrade

Class Description: $22,500,000 Class C Deferrable Interest
Floating Rate Notes Due July 7, 2047

   -- Prior Rating: A2

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $25,000,000 Class D Deferrable Interest
Floating Rate Notes Due July 7, 2047

   -- Prior Rating: Baa2

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $3,750,000 Class E Deferrable Interest Floating
Rate Notes Due July 7, 2047

   -- Prior Rating: Ba1

   -- 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.


PLETTENBERG BAY: Moody's Junks Ratings on $19.5 Million Notes
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Plettenberg
Bay CDO Limited on review for possible downgrade:

Class Description: $300,000,000 Class S Floating Rate Senior Notes
Due 2047

   -- Prior Rating: Aaa

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

Class Description: $96,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

   -- Prior Rating: Aa2

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

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

Class Description: $24,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2047

   -- Prior Rating: A3

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $13,000,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $10,250,000 Class D Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2047

   -- Prior Rating: Baa3

   -- Current Rating: B1, on review for possible downgrade

Class Description: $19,500,000 Income Notes Due 2047

   -- Prior Rating: Ba2

   -- Current Rating: Caa1, on review for possible downgrade

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


POTTSVILLE HOSPITAL: Weak Balance Sheet Cues S&P to Cut Rating
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on Pottsville
Hospital Authority, Pennsylvania's series 1998 hospital revenue
bonds, issued for Pottsville Hospital and Warne Clinic, two
notches to 'BB-' from 'BB+'.  The rating action reflects a
very weak balance sheet with limited financial flexibility,
characterized by persistent low liquidity and high relative debt
levels that have not remained in line with the 'BB+' rating level.  
The outlook is stable.
      
"The stable outlook reflects our expectation that Pottsville will
take advantage of its business position and continue management's
cost control and physician recruiting efforts to maintain stable
operations and adequate debt service coverage," said Standard &
Poor's credit analyst Jessica Goldman.
     
More specifically, the rating reflects a constrained balance
sheet, with days' cash on hand of just 32 days' and a cash to
long-term debt ratio of 22%; limited demographic market, though
Pottsville maintains a good business position supported by niche
service areas in obstetrics and psychiatry; and adequate operating
and net income performance that despite some volatility has
resulted in maximum annual debt service coverage of over 2.0x in
recent years.
     
In September 2007, the hospital signed a letter of intent to
consolidate operations under a common local parent with its most
significant competitor, Good Samaritan Regional Medical Center
(currently part of Ascension Health 'AA').  Standard & Poor's has
not fully incorporated the potential merger's effect on Pottsville
into its current rating as it is too early in the
process; however, this merger would result in Pottsville being the
only acute care hospital in the service area.
     
The lowered rating affects $31.63 million in rated debt.


PROGRESSIVE BAPTIST: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Progressive Baptist Church, Inc.
        5406 Brinkley Road
        Camp Springs, MD 20748
        Tel: (301) 449-0237

Bankruptcy Case No.: 07-21183

Chapter 11 Petition Date: November 7, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: George Z. Petros, Esq.
                  5849 Allentown Road
                  Camp Springs, MD 20746
                  Tel: (301) 423-1000
                  Fax: (301) 423-3862

Total Assets: $6,944,825

Total Debts:  $5,828,447

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
TJ Distributors, Inc             Materials              $56,975
2220 Commerce Road
Forest Hill, MD 21050

PNC Bank                         Line of Credit         $49,500
Customer Services
P.O. Box 609
Pittsburgh, PA 15230-8738

Warthan Associates Inc.          Materials              $44,000
P.O. Box 1378
Hopewell, VA 23860

Axis Capital, Inc.               Materials              $16,891

Puget Sound Leasing Co           Copier Lease           $16,623

Jin C. Chang                     Lease                  $16,121

Leaf Financial Corp.             Lease                  $15,934

American Express                 Credit Card Charges    $13,480

Bells United Methodist Church    Lease                  $11,700

BB&T Bankcard Corp.              Credit Card Charges    $10,615

Harcourt Assessment              Supplier of Books       $9,391

Hyatt Regency Reston             Cancellation            $6,678

PEPCO                            Services                $4,240

United Health Care               Insurance               $4,115

Heaven 1580 AM WPGC              Services                $4,100

Briggs Ice Cream                                         $3,113

Staples Business Advantage       Supplies                $3,000

Waste Management of              Waste Management        $1,429
Greater Washington               Services

Verizon                          Phone Services          $1,405


QUAKER FABRIC: Wants To Reject Unexpired Leases Under Gordon Pact
-----------------------------------------------------------------
Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River
ask authority from the U.S. Bankruptcy Court for the District of
Delaware to reject certain unexpired equipment and real property
leases, nunc pro tunc to each leases' respective date of
rejection.

A list of these real property leases and unexpired equipment can
be obtained at http://researcharchives.com/t/s?251f

By way of an auction, the Debtors sold substantially all of their
assets to Gordon Brothers Group, LLC including the right to
designate the buyer for certain percels of real property and
leases for approximately $27 million.  Pursuant to the rights,
Gordon Brothers has the exclusive right to market and direct the
disposition of leases and to designate the ultimate assignee of
all the Debtors' right, title and interest in and to such leases.  
In addition, Gordon Brothers has the right to discontinue its
efforts to market and attempt to sell any such leases and to
remove itself from liability with respect to the leases.

On Oct. 15, 2007, Gordon Brothers delivered to the Debtors a
notice that Gordon had exercised its rights with respect to the
leases to the Debtors' Los Angeles, California warehouse, and the
Debtors' Highpoint warehouse in Thomasville, North Carolina.

The Debtors tell the Court that rejection of the leases is in the
best interests of their creditors and estates, since the Debtors
have ceased their operations prior to their bankruptcy filing.

                       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.


QUEBECOR WORLD: Paying Preferred Shares Dividends on December 1
---------------------------------------------------------------
The board of directors of Quebecor World Inc. declared a dividend
of CDN$0.3845 per share on Series 3 Preferred Shares and
CDN$0.43125 on Series 5 Preferred Shares.  The dividends are
payable on Dec. 1, 2007 to shareholders of record at the close of
business on Nov. 19, 2007.

Headquartered in Montreal, Quebec, Canada, Quebecor World Inc.
(TSX: IQW) (NYSE: IQW) -- http://www.quebecorworld.com/--   
provides marketing and advertising solutions to leading retailers,
catalogers, branded-goods companies and other businesses with
marketing and advertising activities, as well as complete, full-
service print solutions for publishers.  The company's major
product categories include advertising inserts and circulars,
catalogs, direct mail products, magazines, books, directories,
digital premedia, logistics, mail list technologies and other
value-added services.  Quebecor World has approximately 27,500
employees working in more than 120 printing and related facilities
in the United States, Canada, Argentina, Austria, Belgium, Brazil,
Chile, Colombia, Finland, France, India, Mexico, Peru, Spain,
Sweden, Switzerland and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating to 'B' from 'B+' ratings on Quebecor World Inc.
    
Moody's Investors Service downgraded Quebecor World Inc.'s
corporate family rating to B3 from B2 and the senior unsecured
ratings for subsidiary companies, Quebecor World Capital
Corporation and Quebecor World Capital ULC, also to B3 from B2.


QUEBECOR WORLD: Posts $315 Mil. Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Quebecor World Inc. reported a net loss of $315 million from
continuing operations compared to net income of $19 million in the
third quarter of 2006.

Third quarter 2007 results incorporated an impairment of assets,
restructuring and other charges and a goodwill impairment charge,
net of income taxes, of $272 million, compared with $10 million in
2006 which resulted in a non-cash impact mainly due to the
European transaction.

Considering the transaction and evaluation of the company's
European operations, Quebecor World incurred a non-cash goodwill
impairment charge of $166 million, $159 million net of taxes.  In
addition, because of the European transaction with RSDB and
because of the retooling plan and the relocation of existing
assets in North America, impairment tests were triggered that
resulted in an impairment of assets restructuring and other
charges of $133 million, $113 million net of taxes of which $128
million was a non-cash impairment of long-lived assets.

For the first nine months of 2007, Quebecor World reported a net
loss from continuing operations of $374 million compared to net
income from continuing operations of $19 million for the same
period in 2006.  The results for the first nine months of 2007
included impairment of assets, restructuring, and other charges
and goodwill impairment of $321 million compared to
$54 million in 2006 which resulted in a non-cash impact mainly due
to the European transaction.

Adjusted operating income in the first nine months of 2007 was $88
million compared to $167 million in 2006.  This decrease reflects
lower revenues from plant closures, and restructuring programs
well as the effect of the poor European market conditions, which
offset the increased profits in divisions where the retooling has
already been completed, such as the U.S. Book and Magazines
Divisions.  

"Our overall third quarter financial results are disappointing,
but we are achieving three key milestones in the third quarter to
turn around our business and to grow earnings and cash flow:

   (1) sale/merger of the company's European business;

   (2) refinancing the company's balance sheet; and

   (3) completion of the 3-year retooling of the company's
       plants.

"We firmly believe that the sale/merger of our European platform
combined with other initiatives will strengthen our balance sheet,
give us additional financial flexibility and allow us to focus on
our core business in the America's," Wes Lucas, president and CEO,
Quebecor World, said.  "Now that our three-year retooling program
is completed, we will concentrate on maximizing our cash flow,
optimize the value of our asset base, reduce costs and further
develop value-added initiatives to ensure we succeed in the
marketplace by providing our customers with the best solutions."

Quebecor World disclosed a full repurchase of its 8.42%, 8.52%,
8.54% and 8.69% Private Notes.  Other initiatives are planned to
further strengthen the balance sheet.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $ 5.6 billion, total liabilities of $4.2 billion and total
shareholders' equity of $1.4 billion.

                      About Quebecor World
                           
Headquartered in Montreal, Quebec, Canada, Quebecor World Inc.
(TSX: IQW) (NYSE: IQW) -- http://www.quebecorworld.com/--   
provides marketing and advertising solutions to leading retailers,
catalogers, branded-goods companies and other businesses with
marketing and advertising activities, as well as complete, full-
service print solutions for publishers.  The company's major
product categories include advertising inserts and circulars,
catalogs, direct mail products, magazines, books, directories,
digital premedia, logistics, mail list technologies and other
value-added services.  Quebecor World has approximately 27,500
employees working in more than 120 printing and related facilities
in the United States, Canada, Argentina, Austria, Belgium, Brazil,
Chile, Colombia, Finland, France, India, Mexico, Peru, Spain,
Sweden, Switzerland and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating to 'B' from 'B+' ratings on Quebecor World Inc.
    
Moody's Investors Service downgraded Quebecor World Inc.'s
corporate family rating to B3 from B2 and the senior unsecured
ratings for subsidiary companies, Quebecor World Capital
Corporation and Quebecor World Capital ULC, also to B3 from B2.


RASC SERIES: Moody's Puts Ratings On Neg. Watch Over Expected Loss
------------------------------------------------------------------
Moody's Investors Service placed 21 certificates on review for
possible downgrade.  The certificates were issued in 2004 by
various Residential Asset Securities Corporation Trusts.  The
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

The available levels of enhancement for these certificates may be
inadequate compared to the current and projected pipeline losses.

Complete rating actions are:

Issuer: RASC Series 2004-KS1 Trust

   -- Class M-II-2, current rating A2, on review for possible
      downgrade;

   -- Class M-II-3, current rating Baa2, on review for possible
      downgrade;

Issuer: RASC Series 2004-KS2 Trust

   -- Class M-I-3, current rating Baa2, on review for possible
      downgrade;

   -- Class M-II-3, current rating Baa2, on review for possible
      downgrade;

Issuer: RASC Series 2004-KS3 Trust

   -- Class M-II-3, current rating Baa2, on review for possible
      downgrade;

Issuer: RASC Series 2004-KS5 Trust

   -- Class M-II-3, current rating Baa2, on review for possible
      downgrade;

Issuer: RASC Series 2004-KS6 Trust

   -- Class M-II-3, current rating Baa2, on review for possible
      downgrade;

Issuer: RASC Series 2004-KS8 Trust

   -- Class M-II-3, current rating Baa2, on review for possible
      downgrade;

Issuer: RASC Series 2004-KS10 Trust

   -- Class M-3, current rating A3, on review for possible
      downgrade;

   -- Class M-4, current rating Baa1, on review for possible
      downgrade;

   -- Class M-5, current rating Baa2, on review for possible
      downgrade;

   -- Class M-6, current rating Baa3, on review for possible
      downgrade;

   -- Class B, current rating Ba1, on review for possible
      downgrade;

Issuer: RASC Series 2004-KS11 Trust

   -- Class M-3, current rating A3, on review for possible
      downgrade;

   -- Class M-4, current rating Baa1, on review for possible
      downgrade;

   -- Class M-5, current rating Baa2, on review for possible
      downgrade;

   -- Class M-6, current rating Baa3, on review for possible
      downgrade;

   -- Class B, current rating Ba1, on review for possible
      downgrade;

Issuer: RASC Series 2004-KS12 Trust

   -- Class M-5, current rating Baa2, on review for possible
      downgrade;

   -- Class M-6, current rating Baa3, on review for possible
      downgrade;

   -- Class B, current rating Ba1, on review for possible
      downgrade.


RESMAE MORTGAGE: Moody's Puts Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by ResMAE Mortgage Loan Trust 2007-1 and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by ResMAE Mortgage Corporation
originated adjustable-rate (75.01%) and fixed-rate (24.99%)
subprime first lien mortgage loans.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread, and an interest rate swap agreement. Moody's expects
collateral losses to range from 7.75% to 8.25%.

Aurora Loan Services, LLC (Aurora) will service the mortgage
loans.  Aurora will also act as a Master Servicer.

The complete rating actions are:

ResMAE Mortgage Loan Trust 2007-1

Mortgage Pass-Through Certificates, Series 2007-1

   -- Cl. 1-A1, Assigned Aaa

   -- Cl. 2-A1, Assigned Aaa

   -- Cl. 2-A2, Assigned Aaa

   -- Cl. 2-A3, Assigned Aaa

   -- Cl. M1, Assigned Aa1

   -- Cl. M2, Assigned Aa2

   -- Cl. M3, Assigned Aa3

   -- Cl. M4, Assigned A1

   -- Cl. M5, Assigned A2

   -- Cl. M6, Assigned A3

   -- Cl. M7, Assigned Baa1

   -- Cl. M8, Assigned Baa2

   -- Cl. M9, Assigned Baa3

   -- Cl. M10, Assigned Ba1

   -- Cl. M11, Assigned Ba2


RCN CORPORATION: Moody's Assigns B1 Rating on $200 Mil. Term Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned B1 rating to RCN Corp.'s
proposed $200 million senior secured term loan which is being
raised in connection with the acquisition of Neon Communications.  
The acquisition is expected to close by mid-November 2007 provided
Neon achieves revenue and profit milestones set by RCN.  The
company plans to fund the $255 million to $260 million in net
purchase price for Neon with proceeds from the $200 million term
loan, $25 million of borrowing under the existing revolving credit
facility, and the remainder with cash on hand.  As part of the
rating action, Moody's affirmed RCN's B1 corporate family rating
and the B1 rating of the Company's existing senior secured credit
facilities.  The outlook remains stable.

Moody's has taken these ratings action:

Issuer -- RCN Corp.

   -- Corporate Family Rating -- Affirmed B1

   -- Probability of Default Rating -- Affirmed B2

   -- $75 million revolving credit facility due 2013 -- Affirmed
      B1, LGD3 -- 33%

   -- $520 million senior secured Term Loan B due 2014 -- Affirmed
      B1, LGD3 -- 33%

   -- $200 million new senior secured Term Loan -- Assigned B1,
      LGD3 -- 33%

   -- Outlook is Stable

   -- Speculative Grade Liquidity is affirmed SGL-2

RCN's B1 corporate family rating reflects the Company's high
leverage following the special dividend to shareholders in
June 2007 and the proposed debt-financed acquisition of Neon.  The
rating also incorporates RCN's lower margins relative to both
incumbent cable operators and other overbuilders, and execution
risk as management continues to pursue new investment
opportunities in the residential and commercial space.  Moreover,
RCN's dividend reflects management's willingness to increase its
debt burden despite significant capital investment as well as
intense competition, including from better capitalized operators.  
However, its high penetration of multiple services, good growth
trajectory, and valuable network support the ratings.

Moody's expects RCN will have good liquidity in the next 12
months.  Pro forma for the Neon acquisition, RCN had about
$72 million of liquidity at 3Q 2007 consisting of $63 million of
cash and short-term investments, and $9 million of availability
under its $75 million revolving credit facility.

RCN is a facilities-based competitive provider of bundled cable,
high-speed internet and phone services to residential customers in
the high-density northeast and Chicago markets.  RCN also serves
commercial customers through RCN Business Services, a provider of
bulk video, broadband internet access and voice services to small
and medium business customers, and RCN Business Solutions, a fiber
facilities-based provider of high-availability telecommunication
services to both retail and wholesale business customers.  Neon is
a high-capacity bandwidth provider to carrier and enterprise
customers in the New England and mid-Atlantic regions.  Pro forma
for the acquisition of Neon, RCN generated about $680 million in
LTM annual revenue.


RIDGEWAY COURT: Moody's Cuts Ratings on Two Cert. Classes to Low-B
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Ridgeway
Court Funding II, Ltd. on review for possible downgrade:

Class Description: Up to $840,000,000 Class A1A Floating Rate
Notes Due June 2047

   -- Prior Rating: Aaa

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

Class Description: $660,000,000 Class A1B Floating Rate Notes Due
June 2047

   -- Prior Rating: Aaa

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

Class Description: $450,000,000 Class A1C Floating Rate Notes Due
June 2047

   -- Prior Rating: Aaa

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

Class Description: $300,000,000 Class A1X Floating Rate Notes Due
June 2047

   -- Prior Rating: Aaa

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

Class Description: $225,000,000 Class A2 Floating Rate Notes Due
June 2047

   -- Prior Rating: Aaa

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

Class Description: $225,000,000 Class A3 Floating Rate Notes Due
June 2047

   -- Prior Rating: Aaa

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

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

Class Description: $126,000,000 Class A4 Floating Rate Notes Due
June 2047

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: $80,000,000 Class A5 Floating Rate Notes Due
June 2047

   -- Prior Rating: Aa2

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

Class Description: $35,000,000 Class B Deferrable Floating Rate
Notes Due June 2047

   -- Prior Rating: A1

   -- Current Rating: B1, on review for possible downgrade

Class Description: $33,000,000 Class C Deferrable Floating Rate
Notes Due June 2047

   -- Prior Rating: A3

   -- Current Rating: B3, on review for possible downgrade

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


ROCKBOUND CDO: Moody's Junks Ratings on $65MM Floating Rate Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Rockbound
CDO I, Ltd. on review for possible downgrade:

Class Description: $205,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

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

Class Description: $115,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: $103,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa3

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

Class Description: $42,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

   -- Prior Rating: A3

   -- Current Rating: Caa3, on review for possible downgrade

Moody's also downgraded these notes:

Class Description: $23,000,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

   -- Prior Rating: Baa1

   -- 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.


SALANDER-O'REILLY: Involuntary Chapter 7 Case Summary
-----------------------------------------------------
Alleged Debtor: Salander-O'Reilly Galleries LLC
                22 East 71st Street
                New York, NY 10021

Case Number: 07-13476

Type of Business: Established in 1976, the Debtor and exhibits and  
                  manages fine art from renaissance to
                  contemporary.  See http://www.salander.com/

                  Gallery owner Lawrence B. Salander and wife
                  Julie, filed for chapter 11 protection on
                  Nov. 2, 2007.  A copy of their voluntary chapter
                  11 petition is included in today's Troubled
                  Company Reporter.
        
Involuntary Petition Date: November 1, 2007

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Petitioners' Counsel: Amos Alter, Esq.
                      Troutman Sanders LLP
                      The Chrysler Building, 405 Lexington Avenue
                      New York, NY 10174
                      Tel: (212) 704-6000
                      Fax: (212) 704-6137

                        -- and --

                      John Koegel, Esq.
                      The Koegel Group LLP
                      161 Avenue of the Americas
                      New York, NY 10013
                      Tel: (212) 255-7744

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Carol F. Cohen                 Conversion             $4,607,900
Two Swans Farm
13900 53rd Road South
Wellington, FL 33449

Giorgio Cavallon Family        Conversion               $960,000
Limited Partnership
c/o John Koegel, Esq.
The Koegel Group LLP
161 Avenue of the Americas
New York, NY 10013

Richard Ellenberg              Contract                  $50,400
1714 Upper Canyon Road
Santa Fe, NM 87501


SEQUA CORP: Wants to Redeem 2008 Unsecured Notes by December 21
---------------------------------------------------------------
Early last month, Sequa Corporation notified The Bank of New York,
as successor Trustee under the Indenture dated July 29, 1999
between the Company and Harris Trust Company of New York, that the
company had elected to exercise its option to conditionally redeem
all of its outstanding 8-7/8% Senior Unsecured Notes due 2008 and
9% Senior Unsecured Notes due 2009.

The redemption price of the securities will be the greater of (a)
100% of the outstanding principal amount thereof and (b) the sum
of the present values of the remaining scheduled payments of
interest and principal discounted to the date of the Redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the treasury rate in effect on the second
business day prior to the redemption date plus 50 basis points.  
Holders of redeemed Securities will also receive accrued and
unpaid interest thereon up to but not including the Redemption
Date.

The anticipated redemption date is Nov. 21, 2007, and in no event
will the redemption date be later than Dec. 21, 2007.

The redemption is conditional on the consummation of the merger  
of Blue Jay Merger Corporation with and into the Company, with the
Company continuing as the surviving corporation and a wholly owned
subsidiary of Blue Jay Acquisition Corporation in accordance with
the terms of the Merger Agreement dated as of July 8, 2007, among
the company, Merger Co and Parent.

To date and prior to any redemption, $199,140,000 in aggregate
principal amount of the 2008 Notes were outstanding, and
$498,000,000 in aggregate principal amount of the 2009 Notes were
outstanding.

                     About Sequa Corporation

Sequa Corporation (NYSE: SQA.A, SQA.B), -- http://www.sequa.com/-
- incorporated in 1929, is a diversified industrial company that
produces a range of products through operating units in six
business segments: Aerospace, Automotive, Metal Coating, Specialty
Chemicals, Industrial Machinery and Other Products.  The Aerospace
segment consists solely of the operations of Chromalloy Gas
Turbine Corporation, the Company's largest operating unit. ARC
Automotive Inc. and Casco Products Corporation make up the
Automotive segment.  The Metal Coating segment consists solely of
Precoat Metals.  The Specialty Chemicals segment is composed
solely of Warwick International Group Limited.  The Industrial
Machinery segment consists solely of MEGTEC Systems, Inc.  The
Other Products segment is composed of two entities, After Six,
Inc. and Centor Company.  In January 2007, Precoat Metals acquired
certain assets and liabilities of Chicago Finished Metals' coil
coating business.


SEQUA CORPORATION: Earns $18,113,000 in Third Qtr. Ended Sept. 30
-----------------------------------------------------------------
Sequa Corporation generated sales of $572,086,000 for the three
months ended Sept. 30, 2007, as compared with sales of
$554,377,000 for the same quarter a year ago.  The company had a
net income of $18,113,000 during the third quarter of 2007 and a
net income of $14,695,000 during the third quarter of 2006.

For the nine months ended Sept. 30, 2007, the company generated
sale of $1,660,046,000, as compared with sales of $1,636,473,000
for the nine months ended Sept. 30, 2006.  Net income for the nine
months ended Sept. 30, 2007, was $44,258,000, as compared with net
income of $42,149,000 for the nine months ended Sept. 30, 2006.

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $2,145,610,000, total liabilities of $786,043,390,
resulting in total stockholders' equity of $788,189,000.

Sequa's consolidated balance sheet includes accruals relating to
current and prior restructuring programs of $557,000 at Sept. 30,
2007 and $2,207,000 at Dec. 31, 2006.

The consolidated financial statements of Sequa Corporation include
the accounts of all majority-owned subsidiaries except for a 52.6%
owned component manufacturing operation.  The 52.6% ownership
interest in BELAC does not equate to a controlling interest
primarily due to a super majority vote requirement (at least 75%
approval) on certain key operational decisions.  In addition,
BELAC has been determined not to be a Variable Interest Entity and
therefore its financial statements are not required to be
consolidated.

                      Debts and Obligations

On Oct. 18, 2007, Sequa notified The Bank of New York, as
successor trustee under the Indenture dated July 29, 1999, that
Sequa had elected to exercise its option to conditionally redeem  
all of its outstanding 8 7/8% Senior Unsecured Notes due 2008 and
9% Senior Unsecured Notes due 2009.  The redemption price will be
the greater of (a) 100% of the outstanding principal amount
thereof and (b) the sum of the present values of the remaining
scheduled payments of interest and principal discounted to the
date of the redemption on a semi-annual basis at the treasury rate
in effect on the second business day prior to the redemption date
plus 50 basis points.  Holders of the redeemed Notes will also
receive accrued and unpaid interest thereon up to but not
including the redemption date.  The anticipated redemption date is
Nov. 21, 2007, and in no event will the redemption date be later
than Dec. 21, 2007.  The redemption is conditional on the
consummation of the merger.

The senior unsecured notes at 8-7/8% mature in April 2008 and,
accordingly, the aggregate principal amount of $199,140,000 is
classified on the balance sheet at Sept. 30, 2007, in current
maturities of long-term debt.

On Aug. 27, 2007, Sequa entered into a Loan Agreement with Bank of
America, N.A under which Bank of America agreed to provide a
$25,000,000 revolving line of credit to Sequa to be used for
general working capital purposes.  Interest on the line of credit
is payable at an annual rate of LIBOR plus 75 basis points and
will adjust periodically.  The line of credit will terminate upon
the earlier of Aug. 26, 2008 or a Change of Control.  As of
Sept. 30, 2007, no amounts were outstanding under the line of
credit facility.

At Sept. 30, 2007, Sequa was contingently liable for $35,032,000
of outstanding letters of credit and $1,121,000 of surety bonds
not reflected in the accompanying Consolidated Financial
Statements.  In addition, Sequa has guaranteed a bank line of
credit for its MJB International Limited joint venture in an
amount up to $9,688,000.  Sequa has also guaranteed 50% of the
capitalized lease payments and 50% of the overdraft facility for
its Turbine Surface Technology Limited joint venture in an amount
not to exceed 10,250,000 British pounds.  At Sept. 30, 2007,
$2,205,000 was outstanding under MJB's bank line of credit and
5,759,000 British pounds were outstanding related to the TSTL
guarantees.  Sequa is not aware of any existing conditions that
would cause risk of loss relative to outstanding letters of
credit, surety bonds or bank guarantees.

                       Merger with Blue Jay

Sequa had entered an agreement and plan of merger, dated as of
July 8, 2007, with Blue Jay Acquisition Corporation, a Delaware
corporation, and Blue Jay Merger Corporation, a Delaware
corporation and a wholly owned subsidiary of parent company Blue
Jay Acquisition.  Parent and Merger Co are entities directly and
indirectly owned by Carlyle Partners V, L.P. and its affiliates.  

The merger agreement contemplates that Merger Co will be merged
with and into Sequa, with Sequa continuing as the surviving
corporation and a wholly owned subsidiary of Parent.  The merger
agreement further contemplates that at the effective time of the
Merger, each outstanding share of Class A Common Stock and of
Class B Common Stock of Sequa, other than shares owned directly or
indirectly by Sequa, Parent and Merger Co and by any stockholders
who properly exercise appraisal rights under Delaware law, will be
cancelled and converted into the right to receive $175.00 in cash,
without interest.

On Sept. 17, 2007, Sequa's shareholders approved the Merger.

Sequa and parent each have certain termination rights under the
Merger Agreement.  Under certain circumstances, Sequa will be
obligated to pay Parent either:

   (1) a termination fee in the amount of $60,570,000 Breakup
      
   (2) a termination fee in the amount of $30,285,000 plus the
       lesser of (x) $10,000,000 and (y) Parent's expenses or

   (3) Parent's expenses.  

Under certain other circumstances, Parent will be obligated to pay
Sequa a termination fee in the amount of $60,570,000.

                     About Sequa Corporation

Sequa Corporation (NYSE: SQA.A, SQA.B), -- http://www.sequa.com/  
-- incorporated in 1929, is a diversified industrial company that
produces a range of products through operating units in six
business segments: Aerospace, Automotive, Metal Coating, Specialty
Chemicals, Industrial Machinery and Other Products.  The Aerospace
segment consists solely of the operations of Chromalloy Gas
Turbine Corporation, the Company's largest operating unit. ARC
Automotive Inc. and Casco Products Corporation make up the
Automotive segment.  The Metal Coating segment consists solely of
Precoat Metals.  The Specialty Chemicals segment is composed
solely of Warwick International Group Limited.  The Industrial
Machinery segment consists solely of MEGTEC Systems, Inc.  The
Other Products segment is composed of two entities, After Six,
Inc. and Centor Company.  In January 2007, Precoat Metals acquired
certain assets and liabilities of Chicago Finished Metals' coil
coating business.


SEQUA CORPORATION: Moody's Rates Proposed Sr. Debt Facility at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Blue Jay Merger
Corporation's proposed senior secured credit facilities,
consisting of a revolving credit facility due 2013 and a term loan
facility due 2014, and a Caa2 rating to the company's proposed
senior unsecured notes due 2015.  Blue Jay Merger Corporation will
be merged into Sequa Corporation on the close of the proposed
acquisition.  The Corporate Family Rating was assigned at B3 with
a stable outlook.

Approximately $2 billion of debt securities are rated.

The purpose of the proposed debt offerings is to partially finance
the $2.8 billion acquisition of Sequa by private equity sponsor,
Carlyle Group.  Upon the consummation of the merger Sequa will be
the surviving corporation and will assume all of Blue Jay Merger's
obligations.  Sequa's existing 8-7/8% and 9% notes are subject to
redemption requirements under their current indentures, and it is
anticipated that they will be redeemed in their entirety upon
close of the acquisition financing transactions. Moody's intends
to withdraw all of Sequa's pre LBO ratings, including its B1
Corporate Family Rating and B2 senior notes ratings when the
acquisition financing is completed.

Sequa's B3 Corporate Family Rating reflects high leverage and weak
interest coverage pro forma the Carlyle LBO.  Near term negative
free cash flow resulting from continued investment across business
lines is also a constraint on the rating.  Despite improving
fundamentals, particularly in the company's aerospace segment,
high debt levels resulting from the transaction are expected to
keep credit metrics weak over the near term.

Sequa's Corporate Family Rating benefits from a diverse revenue
base across industries and geography, which provides stability
through individual industry cycles.  However, the credit profiles
of a number of key customers in Sequa's two largest segments,
commercial aerospace (legacy airlines in particular) and
automotive (especially Delphi which is seeking to emerge from
bankruptcy protection) remain of concern.  While the airline
industry is experiencing a modest recovery, the auto business
continues to experience on-going economic difficulties.

The stable ratings outlook reflects Moody's expectations that the
company will continue to grow its revenue base while maintaining
or modestly improving margins from current levels.  The company is
also expected to begin to generate modest amounts of positive free
cash flow as its investment phase winds down over the near term,
which should be applied to modest debt reduction.

Ratings or their outlook may be adjusted upward if operating
results continue to improve such that these metrics are achieved:

Leverage: Debt/EBITDA of less than 6.0 times;

Interest Coverage: EBIT/Interest of greater than 1.5 times;

Cash Flow: RCF/Debt greater than 8% with sustained positive free
cash flow.

Downward ratings pressure may also occur if free cash flow were to
continue to remain negative such that the company's liquidity
profile would be impaired, if the company were to increase debt
materially for any reason, or if operating results were to
deteriorate resulting in these metrics:

Leverage: Debt/EBITDA of greater than 8.0 times;

Interest Coverage: EBIT/Interest remaining less than 1.0 time;

Cash Flow: RCF/Debt less than 5% with continued negative free cash
flow.

Assignments:

Issuer: Blue Jay Merger Corporation

   -- Probability of Default Rating, Assigned B3

   -- Corporate Family Rating, Assigned B3

   -- Senior Secured Revolving Credit Facility due 2013, Assigned
      B1 (LGD3-30)

   -- Senior Secured Bank Term Loan due 2014, Assigned B1 (LGD3-
      30)

   -- Senior Unsecured Notes due 2015, Assigned Caa2 (LGD5-83)

   -- Senior Unsecured Discount Notes due 2015, Assigned Caa2
      (LGD5-83)

Sequa Corporation, headquartered in New York, NY, is a diversified
industrial company.  Its operations manufacture and repair jet
engine components, perform metal coating, produce automotive
airbag inflators, cigarette lighters, power outlets and sensors,
and manufacture chemical detergent additives, auxiliary printing
press equipment, emissions control systems and men's formalwear.
Sequa had LTM 9/30/2007 revenues of approximately $2.2 billion.


SEQUA CORP: S&P Rates Proposed $1.35BB Secured Financing at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating, indicating expectations of very
high (90%-100%) recovery in the event of a payment default, to
aerospace supplier Sequa Corp.'s (BB-/Watch Neg/--) proposed $1.35
billion secured financing, consisting of a $150 million revolving
credit facility and a $1.2 billion term loan B.  In addition, S&P
assigned 'CCC+' ratings to the company's proposed $450 million
senior unsecured notes due 2015 and $250 million senior unsecured
discount notes due 2015, both offered under Rule 144A without
registration rights.  These ratings are not on CreditWatch.
     
Proceeds of the term loan and debt offerings, combined with $968
million of cash equity contribution from private equity firm
Carlyle Group, will be used to fund the $2.8 billion (including
$700 million of debt, fees, and expenses) acquisition of Sequa.
     
Standard & Poor's other ratings on Sequa remain on CreditWatch,
where they were placed with negative implications on July 10,
2007.  "We expect to lower the corporate credit ratings on Sequa
to 'B' from 'BB-' and assign a stable outlook upon completion of
the acquisition of Sequa by Carlyle," said Standard & Poor's
credit analyst Roman Szuper.  "The downgrade would be based on a
much heavier debt burden than currently, resulting in very weak
credit protection measures."  Pro forma for the transaction,
expected to close in the fourth quarter of 2007, debt (including
operating leases) to EBITDA (adjusted
for reduced expenses for Sequa as a private company, merger costs,
and some benefits from expected costs savings) will be about 7.5x.
     
If Sequa's outstanding senior unsecured notes ($498 million 9% due
2009 and $199 million 8 7/8% due 2008) are redeemed, S&P will
withdraw its ratings on the notes; the redemption notice was filed
on Oct. 18, 2007.
     
The anticipated corporate credit rating on New York, New York-
based Sequa reflects a highly leveraged financial profile, very
weak credit protection measures, modest profitability, and risks
associated with the cyclical and competitive airline industry, the
company's primary customer base.  Those factors outweigh the
firm's major positions in niche markets and currently generally
favorable conditions in the airline and commercial aerospace
sectors.


SHEFFIELD CDO: Moody's Pares Rating on $21.4 Million Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Sheffield
CDO II, Ltd. on review for possible downgrade:

Class Description: $19,500,000 Class C Deferrable Interest Secured
Floating Rate Notes due 2051

   -- Prior Rating: A2

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

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

Class Description: $21,400,000 Class D Deferrable Interest Secured
Floating Rate Notes due 2051

   -- 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.


SOLAR TRUST: Moody's Affirms Low-B Ratings on Four Cert. Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of eight classes of Solar Trust,
Commercial Mortgage Pass-Through Certificates, Series 2001-1 as
follows:

   -- Class A-1, $4,888,623, affirmed at Aaa

   -- Class A-2, $100,188,936, affirmed at Aaa

   -- Class IO, Notional, affirmed at Aaa

   -- Class B, $6,632,766, affirmed at Aaa

   -- Class C, $7,838,723, upgraded to Aaa from Aa3

   -- Class D, $9,044,681, upgraded to A2 from Baa1

   -- Class E, $2,411,915, upgraded to Baa1 from Baa3

   -- Class F, $6,029,787, affirmed at Ba2

   -- Class G, $1,205,957, affirmed at Ba3

   -- Class H, $3,014,894, affirmed at B2

   -- Class J, $1,205,957, affirmed at B3

As of the Oct. 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 39.4%
to $146.1 million from $241.2 million at securitization.  The
Certificates are collateralized by 33 loans, ranging in size from
less than 1.0% to 20.4% of the pool, with the top 10 loans
representing 78.6% of the pool.  The pool has not experienced any
losses to date and no loans have defeased.  One loan, representing
3.2% of the pool, is in special servicing.  Moody's is not
anticipating a loss from this specially serviced loan currently.
Six loans, representing 9.1% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
89.1% of the pool. Moody's weighted average loan to value ratio  
is 63.2%, compared to 68.8% at Moody's last full review in March
2006 and compared to 74.4% at securitization.  Moody's is
upgrading Classes C, D and E due to increased credit support and
improved overall pool performance.

The top three loans represent 40.7% of the pool.  The largest loan
is the Bayview Glen Retail Centre (Phase 2, 3, and 4) Loans
($29.8 million - 20.4%), which consists of three cross
collateralized loans secured by a 300,000 square foot retail
shopping center located in the Richmond Hill suburb of Toronto,
Ontario.  The loans amortize on a 25-year schedule.  Moody's LTV
is 61.7%, compared to 64.0% at last review and compared to 71.5%
at securitization.

The second largest loan is the Windsor Outlet Mall Loan ($16.1
million -- 11.0%), which is secured by a 150,000 square foot
retail outlet center located in Windsor, Ontario.  As of July 2007
the center was 83.0% occupied, compared to 100.0% at last review
and 99.0% at securitization.  Net cash flow has declined due to
higher expenses and decreased rental revenue.  The loan amortizes
on a 25-year schedule.  Moody's LTV is 72.7%, compared to 68.3% at
last review and compared to 71.2% at securitization.

The third largest loan is the Royal Host Portfolio Loan ($13.5
million -- 9.3%), which is secured by nine limited service hotels
containing a total of 725 rooms and located in Alberta (4),
Ontario (3), British Columbia (1) and Saskatchewan (1).  The
hotels are flagged by Super 8 (6) and Travelodge (3).  The loan
amortizes on an 18-year schedule and has amortized by
approximately 19.8% since securitization.  Moody's LTV is 51.9%,
compared to 55.9% at last review and compared to 64.7% at
securitization.


SOLUTIA INC: Judge Beatty Approves $25 Million Backstop Deal
------------------------------------------------------------
The Honorable Prudence Beatty of the U.S. Bankruptcy Court for the
Southern District of New York has approved Solutia Inc. and its
debtor-affiliates' agreement with a handful of unsecured creditors
who will provide $250 million into the company in exchange for
backstop rights and the chance to directly purchase discounted new
stock.

Solutia signed the agreement last month with UBS Securities LLC,
Merrill Lynch & Co. Inc., a General Motors Corp. pension fund, and
hedge funds Highland Capital Management, Longacre Fund Management
and Southpaw Asset Management.  Under the arrangement, the
backstop investors will pay approximately $175,000,000 to be put
toward retiree pensions and $75,000,000 that will cover other
legacy liabilities.  The investors will buy any stock that other
unsecured creditors, noteholders and existing stockholders do not
buy in the new offering, in which the stock will sell for $13.33
per share, discounted from the $20 expected value.

Solutia said it will get the $250 million even if the offering is
under-subscribed.

In a four-page order, Judge Beatty authorized Solutia to take any
and all actions necessary or appropriate in connection with the
contemplated transactions, including the payment of the backstop
fee, the transaction expenses and the litigation expenses to the
Investors, without further filing with or Court order.

Judge Beatty determined that the Backstop Fee, the Transaction
Expenses and the Litigation Expenses, if and when payable, are
accorded the status of administrative expense claims pursuant to
Section 503(b)(1) of the Bankruptcy Code.

With the approval of the Backstop Commitment Agreement, Solutia
said that it is on its way towards Chapter 11 exit.

Judge Beatty has set a confirmation hearing for Nov. 29, 2007, to
approve Solutia's Amended Plan of Reorganization.  The company
expects to emerge from bankruptcy by the end of the year.

                      About Solutia Inc.

Based 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.


SOTHEBY'S: Experts Link Low Art Sale Proceeds on Credit Crisis
--------------------------------------------------------------
Results of Sotheby's art sale last week fell 25% below the
auction company's $355 million estimate as works by several
major artists were left unsold,  The Wall Street Journal reports.

According to WSJ, experts linked the poor sale on the current
housing market crisis which could cause slowdown in the art
market.

Headquartered in New York City, Sotheby's is one of the
two largest auction houses in the world.  Total revenues
for the fiscal year ended Dec. 31, 2006 were nearly
$665 million.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2007,
Moody's Investors Service upgraded Sotheby's corporate family
rating to Ba2 from Ba3; probability of default rating to Ba2
from Ba3; and senior unsecured notes rating to Ba3 (LGD5-84%)
from B2 (LGD6- 90%).  The outlook is stable.


SPECTRUM BRANDS: Posts $333 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Spectrum Brands Inc. disclosed Thursday results of its fourth
quarter ended Sept. 30, 2007.

The company reported a fourth quarter net loss of $333 million on
net sales of $548.2 million for the quarter ended Sept. 30, 2007.  
This compares with a net loss of $439.4 million on net sales of
$486.3 million in the same period in 2006.

Included in the net loss for the fourth quarter included certain
items which management believes are not indicative of the
company's on-going normalized operations.  These items include:

  --  a loss from discontinued operations, net of tax, of
      $178.8 million related to the company's Home & Garden
      business, which is being held for sale, including a
      $168.5 million non-cash charge related to the fair value of
      this asset;

  --  net tax adjustments of $126.7 million which include a non-
      cash charge of $211.3 million (of which $54.2 million is
      included in the loss from discontinued operations)  
      reflecting an increase in the valuation allowance against
      certain net deferred tax assets; and other tax benefit
      adjustments of $30.4 million which principally relate to the
      revaluation of certain foreign deferred tax credits
      resulting from statutory tax rate changes;

  --  pretax restructuring and related charges of $36.6 million,     
      associated with company-wide cost reduction initiatives;

  --  a non-cash impairment charge of $24.4 million primarily     
      related to the company's Varta brand.

  --  other items netting to a pretax benefit of $1.9 million.

Spectrum Brands' sales for the quarter were $548.2 million, an
increase of 13%, largely attributable to sales volume increases
and the impact of favorable foreign exchange rates.  Segment
profit increased 54% to $76.4 million for the quarter due
primarily to increased sales and the impact of the company's cost
restructuring initiatives.  On a constant currency basis, sales
increased 8% and segment profit increased 48%.  Adjusted EBITDA,
including EBITDA from Home & Garden, was $92 million as compared
with $58 million in the prior year.

Chief executive officer Kent Hussey stated, "We are pleased with
the overall improvement in sales, EBITDA and segment profitability
during the quarter.  We are particularly pleased that the
improvement represented both sales and profitability growth in
each of our business segments, including our Home & Garden
business.  Our fourth quarter performance improvement was driven
by a combination of sales volume growth and the benefits from the
restructuring actions we took over the last two years to better
control our costs.  We believe this positive momentum demonstrates
that we are taking the appropriate steps to deliver sustainable
operating profitability improvement and create long-term
shareholder value.  We believe these positive trends
will continue in fiscal year 2008."

Gross profit and gross margin for the quarter were $198.6 million
and 36.2%, respectively, versus $168.0 million and 34.5% for the
same period last year.  Restructuring and related charges of
$14.6 million were included in the current quarter's cost of goods
sold; cost of goods sold in the comparable period last year
included $18.0 million in similar charges.  Excluding these
restructuring and related charges, gross margin improved as the
positive impact of volume increases and manufacturing cost
efficiencies offset increased raw material costs.

Spectrum generated fourth quarter operating income of $7.2 million
versus an operating loss of $415.3 million last year.  The current
quarter included $22.0 million in restructuring and related
charges within operating expenses; last year's operating expenses
included $3.1 million.  Fiscal year 2006 results also included a
$433.0 million non-cash charge related to the value of certain
trade names and goodwill.  Absent these amounts, operating income
increased largely due to increased sales and lower costs as a
result of the restructuring initiatives implemented across the
organization.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a consumer products   
company and a supplier of batteries, portable lighting, lawn and
garden products, household insect control, shaving and grooming
products, personal care products and specialty pet supplies.
Spectrum Brands' products are available in more than one million
stores in 120 countries around the world.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Fitch Ratings has assigned a 'B/RR1' rating to Spectrum Brand's
new four-year, $225 million senior secured asset-backed loan
facility priced at LIBOR +225 basis points.  Fitch also affirmed
these ratings: 'CCC' Issuer Default Rating, 'B/RR1' rating on the
company's $1 billion term loan B, 'B/RR1' rating on the company's
EUR350 million term loan, 'CCC-/RR5' rating on the company's
$700 million 7.4% senior subordinated notes, 'CCC-/RR5' rating of
the company's $2.9 million 8.5% senior subordinated notes, and
'CCC-/RR5' rating on the company's $347 million 11.25% variable
rate toggle senior subordinated notes.  The Rating Outlook is
Negative.


STATION CASINOS: Completed Deal Prompts S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Las
Vegas-based Station Casinos Inc.; the corporate credit rating was
lowered to 'B+' from 'BB-'.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
Nov. 2, 2006.  The rating outlook is negative.
     
The issue-level and recovery ratings on the company's secured
financing, consisting of a $650 million revolving credit facility
and a $250 million term loan, remain unchanged.  Standard & Poor's
rates the secured loan 'BB' with a recovery rating of '1',
indicating the expectation for very high (90% to 100%) recovery in
the event of a payment default.
     
The rating downgrade follows the company's announcement that the
acquisition of Station was completed pursuant to the Agreement and
Plan of Merger dated as of Feb. 23, 2007, and amended as of May 4,
2007, among Station, Feritta Colony Partners LLC, and FCP
Acquisition Sub.  S&P had previously stated that the rating would
be lowered to this new level once all barriers to completing the
transaction were eliminated.
      
"The downgrade reflects substantially weaker credit metrics as a
result of the LBO," noted Standard & Poor's credit analyst Ben
Bubeck.
     
In S&P's analysis of the LBO transaction, it considered the
financing structure, which relies on the creation of an
unrestricted special purpose subsidiary that will raise up to
$2.475 billion of CMBS loans.  The CMBS borrower is expected to be
secured by mortgages on Red Rock, Palace Station, Boulder Station,
and Sunset Station.  The CMBS borrower will then lease these
properties back to Station, which will, in turn, sublease them to
the operating subsidiaries that have historically operated them.  
While the CMBS borrower is expected to be a
special purpose entity that benefits from various structural
protections in the event of a Station Casinos bankruptcy, S&P
factored in the CMBS debt when S&P considered the probability of
Station defaulting.  This debt is ultimately repaid through lease
payments from Station and its operating subsidiaries, and
the properties are core assets with strategic importance to the
company.
     
S&P's analysis also considered the high debt leverage stemming
from the LBO, tempered by Station's leadership position in the Las
Vegas locals market, which is supported by relatively high
barriers to entry, management's strong operating and development
track record, and the favorable growth characteristics of Las
Vegas.  In addition, S&P considered the past success that Station
has had in managing Native American gaming properties (in part due
to how well its model transfers into these markets) and the number
of new Native American gaming opportunities in its pipeline.  S&P
also incorporated a more current financial plan presented in
conjunction with some minor adjustments to the original terms of
the proposed capital structure.
     
The current 'B+' rating reflects Station's limited market
diversity, aggressive financial policy, and high debt leverage.  
These factors are tempered by the company's leadership position in
the Las Vegas locals market, management's good operating and
development track record, and favorable long-term growth prospects
for the market.


STEVE PINKSTAFF: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Steve Robert Pinkstaff
         Michelle Jessica Pinkstaff
         dba OC Pool Technicians
         dba Steve's Pool Repair
         23969 Skyline Drive
         Mission Viejo, CA 92692

Bankruptcy Case No.: 07-13701

Chapter 11 Petition Date: November 6, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Michael Jay Berger, Esq.
                  Law Offices of Michael Jay Berger
                  9454 Wilshire Boulevard 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Indi Mac                                                $82,000
P.O. Box 4045                                         ($611,582
Kalamazoo, MI 49003                                    secured)
                                                    (599,932.50
                                                    senior lien)

Wachovia Dealer Services         2007 Toyota Camry      $46,440
P.O. Bix 25341                                         ($24,200
Santa Ana, CA 92799                                    secured)

Ford Motor Credit                Ford F150 Long Bed     $32,000
P.O. Box 239801                                        ($21,975
Las Vegas, NV 89105                                     secured)

Bank of America SBA Loan                                $25,000

Michelle Trask                                          $20,000

Treasurer Orange County                                 $12,787

Bank of America                                         $11,570

Alaska Airlines Bank of America                          $6,254

Wells Fargo Credit Card                                  $6,315

Washington Mutual                                        $4,948

J.C. Penny's                                             $4,774

Capital One                                              $4,521

Wells Fargo Financial                                    $3,526

StoneRidge at Mission Viejo                              $1,700

Sprint Nextel                                              $783

Irvine Physical Medicaine                                  $780
and Rehab

West Coast Directories                                     $730


STOCKTON CDO: Moody's May Further Cut Low-B Ratings on Four Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Stockton
CDO I Ltd. on review for possible downgrade:

Class Description: $495,000,000 Class A-1 Variable Funding Senior
Secured Floating Rate Notes due July 2052

   -- Prior Rating: Aaa

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

Class Description: $90,000,000 Class A-2 Senior Secured Floating
Rate Notes due July 2052

   -- Prior Rating: Aaa

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

Class Description: $54,000,000 Class A-3 Senior Secured Floating
Rate Notes due July 2052

   -- Prior Rating: Aaa

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

Class Description: $81,000,000 Class B Senior Secured Floating
Rate Notes due July 2052

   -- Prior Rating: Aa2

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

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

Class Description: $67,500,000 Class C Mezzanine Secured
Deferrable Interest Floating Rate Notes due July 2052

   -- Prior Rating: A2

   -- Current Rating: Baa3, on review for possible downgrade

Class Description: $18,000,000 Class D-1 Mezzanine Secured
Deferrable Interest Floating Rate Notes due July 2052

   -- Prior Rating: Baa1

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $15,000,000 Class D-2 Mezzanine Secured
Deferrable Interest Floating Rate Notes due July 2052

   -- Prior Rating: Baa2

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

Class Description: $25,500,000 Class D-3 Mezzanine Secured
Deferrable Interest Floating Rate Notes due July 2052

   -- Prior Rating: Baa3

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $9,000,000 Class E Mezzanine Secured Deferrable
Interest Floating Rate Notes due July 2052

   -- 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.


STRUCTURED ASSET: Losses Cue Moody's to Take Neg. Rating Actions
----------------------------------------------------------------
Moody's has downgraded two tranches and placed under review for
possible downgrade five tranches from three closed-end second lien
residential mortgage securitizations issued by Structured Asset
Securities Corp. in 2004.  Additionally, one tranche was
downgraded and placed on review for further possible downgrade.

The downgrades are driven by back ended losses that have eroded
credit support to a point where the subordinate tranches no longer
have sufficient enhancement levels to maintain their current
ratings in light of the anticipated losses.

The complete rating action is as follows:

Issuer: Structured Asset Securities Corp Trust 2004-S2

   -- Class M5; currently Baa1, under review for possible
      downgrade;

   -- Class M6; currently Baa2, under review for possible
      downgrade;

   -- Class M7; downgraded to B3, under review for possible
      further downgrade, previously Baa3;

Issuer: Structured Asset Securities Corp Trust 2004-S3

   -- Class M6; currently A3, under review for possible downgrade;

   -- Class M7; currently Baa2, under review for possible
      downgrade;

Issuer: Structured Asset Securities Corp Trust 2004-S4

   -- Class M7; currently Baa3, under review for possible
      downgrade;

   -- Class B1; downgraded to Caa3, previously Ba1;

   -- Class B2; downgraded to Ca, previously Ba2.


TASMAN CDO: Bad Loan Quality Cues Moody's to Junk Note Rating
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Tasman CDO,
Ltd. on review for possible downgrade:

Class Description: $164,000,000 Class A1S Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $30,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $58,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa2

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

Class Description: $20,000,000 Class A3 Secured Deferrable
Floating Rate Notes Due 2047

   -- Prior Rating: A2

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

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

Class Description: $12,000,000 Class B Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

   -- Prior Rating: Baa2

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

Class Description: $4,000,000 Class C Mezzanine Secured Deferrable
Floating Rate Notes Due 2047

   -- Prior Rating: Ba1

   -- Current Rating: Caa2, on review for possible downgrade

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


TAZLINA FUNDING: Moody's Junks Rating on $6 Million Class E Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Tazlina
Funding CDO II, Ltd. on review for possible downgrade:

Class Description: $450,000,000 Class A-2 Second Priority Senior
Floating Rate Notes Due 2054

   -- Prior Rating: Aaa

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

Class Description: $105,000,000 Class A-3 Third Priority Senior
Floating Rate Notes Due 2054

   -- Prior Rating: Aaa

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

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

Class Description: $17,500,000 Class B Fourth Priority Senior
Floating Rate Notes Due 2054

   -- Prior Rating: Aa2

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

Class Description: $2,500,000 Class C Fifth Priority Senior
Floating Rate Notes Due 2054

   -- Prior Rating: Aa3

   -- Current Rating: A3, on review for possible downgrade

Class Description: $16,000,000 Class D Sixth Priority Mezzanine
Deferrable Floating Rate Notes Due 2054

   -- Prior Rating: A2

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $6,000,000 Class E Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due 2054

   -- Prior Rating: Baa2

   -- 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.


TEREX CORP: Moody's Holds Low-B Ratings on $1.1 Billion Notes
-------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating of
Terex Corporation and updated Terex's debt ratings to reflect the
issuance of $800 million of 8% senior subordinated notes due 2017,
versus the expected $500 million of senior subordinated notes that
were to be issued in a combination of eight and ten year
maturities.  The outlook is stable.  Moody's had anticipated that
a larger issuance was possible and the $300 million additional
amount of notes issued does not materially impact Terex's
positioning at the Ba2 corporate family rating level.  The larger
amount of notes issued, when applied to Moody's Loss Given Default
methodology, results in some LGD assessment rate changes as:

   -- $900 million senior secured credit facility to Baa3, LGD2
      16% from Baa3, LGD2 18%

   -- $300 million 7.375% senior subordinated notes due 2014 to
      Ba2, LGD3 42% from Ba2, LGD4 50%

   -- $800 million 8% senior subordinated notes due 2017 to Ba3,
      LGD5 79% from Ba3, LGD5 83%

Approximately $2.0 billion of debt are affected.

The ratings on the senior subordinated note issuance of 8 year
maturity (2015) has been withdrawn.

Terex Corporation, headquartered in Westport, Connecticut, is a
diversified global manufacturer of construction, infrastructure,
and surface mining equipment. Last twelve months September 30,
2007 revenues were approximately $8.5 billion.


THEATER XTREME: Closes Pennsylvania and Delaware Retail Stores
--------------------------------------------------------------
Theater Xtreme Entertainment Group Inc. closed two underperforming
corporate-owned retail stores located in Leesport, Pennsylvania
and Newark, Delaware.  Along with the store closings, the company
has eliminated certain staff positions.

This is part of the company's steps to reduce costs and improve
its operations.
    
"In addition to these store closings and staff reductions, we are
reviewing every aspect of our operations in order to take all the
necessary actions to operate in a more efficient and cost-
effective structure," Scott Oglum, CEO of Theater Xtreme, says.
    
Headquartered in Newark, Delaware, Theater Xtreme Entertainment
Group Inc. (TXEG.OB) -- http://www.theaterxtreme.com/-- operates  
as a retail store and franchise marketing company.  The company
engages in retail sales and distribution through the operation of
its home cinema design centers, the sale of franchise stores, and
wholesale product distribution to franchisees.  Its design centers
focus on the sale and installation of screen front projection in-
home cinema rooms, which include video and audio home theater
components.  The company also sells theater seating, interior
decor items, accessories, and its proprietary digital theater
management system called OneView.  As of Aug. 27, 2007, Theater
Xtreme Entertainment Group operated 5 company owned stores and 10
franchises in 11 states.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Morison Cogen LLP, in Bala Cynwyd, Pennsylvania, raised
substantial doubt about Theater Xtreme Entertainment Group, Inc.'s
ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended June 30,
2007.  The auditing firm reported that the company incurred
significant losses from operations, has negative working capital
and an accumulated deficit.

The company reported a net loss of $3,446,254 on $6,110,464 of
total revenues for the year ended June 30, 2007, as compared with
a net loss of $2,132,730 on $4,619,142 of total revenues in the
prior year.

At June 30, 2007, the company's balance sheet showed $3,043,920 in
total assets, $4,890,221 in total liabilities, resulting in
$1,846,301 stockholders' deficit.


THOMAS BAYLY: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Thomas Wayne Bayly, Jr.
         Theresa Elizabeth Bayly
         4378 Solomons Island Road
         Harwood, MD 20776

Bankruptcy Case No.: 07-21181

Chapter 11 Petition Date: November 7, 2007

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: James Greenan, Esq.
                  McNamee, Hosea, Jernigan, Kim, Greenan
                  & Walker P.A.
                  6411 Ivy Lane
                  Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim      Claim Amount
   ------                     ---------------      ------------
Paccar Financial Corp         Business debt-            $75,000
P.O. Box 642945               Peterbilt Septic Truck
Pittsburgh, PA 15264-2945

Noreast Capital Corp          Isuzu                     $47,099
428 Fourth Street, Suite 1
Annapolis, MD 21403

Sterns Bank                   Bobcat                    $34,000
500 13th Street
P.O. Box 750
Albany, MN 56307

State Farm Bank               2002 Damon RV (to be      $70,000
                              surrendered)             ($40,000
                                                       secured)

Adams Contracting, Inc.       Lawsuit                   $28,382

Home Depot Credit             Credit Card Purchase      $18,000

Rocky Mountain Holdings                                 $17,490

GMAC Paymnet Proc. Ctr.       Deficiency from           $16,000
                              Repossession- 2003
                              Chevy Trailblazer

Discover                      Credit Card Purchase      $15,508

Rex S. Caldwell                                         $11,899

CNH Capital                                             $11,373

Verison Information Services  Advertising-Idearc         $7,861
                              Media Corp

John Hopkins Hospital         Medical Expense            $6,676

Best Buy                                                 $4,596

Retail Services                                          $4,303

Griffith                                                 $3,341

Bank of America               Credit Card Purchases      $3,104

Sears                         Credit Card Purchases      $2,817

Anco Engineering                                         $2,650


TRENTON CONVALESCENT: Organizational Meeting Set for November 14
----------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in  
Trenton Convalescent Center Urban Renewal Associates, LP, dba The
Millhouse, and its debtor-affiliate, Trenton Convalescent Center
Operating Company, LP's chapter 11 cases at 11:00 a.m., on Nov.
23,2007, at the United States Trustee's Hearing Room, Bridge View,
800-840 Cooper Street, Suite 102 in Camden, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  However, a representative of the Debtor will
attend and provide background information regarding the cases.

Creditors interested in serving on a Committee should complete and
return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Based in cherry Hill, New Jersey, Trenton Convalescent Center
Urban Renewal Associates, L.P., dba The Millhouse, operates a long
term care facility.  The company and its affiliate, Trenton
Convalescent Center Operating Co., L.P., filed for chapter 11
protection on Oct. 30, 2007 (Bankr. D. N.J. Case Nos. 07-25874 &
07-25876).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors.  When they filed for protection from their
creditors, Trenton Convalescent disclosed total assets of
$2,874,490 and total debts of $8,471,744 while Tenton Operating
disclosed total assets of $1,206,222 and total debts of
$9,774,710.


TRICADIA CDO: Moody's Junks Ratings on Three Certificate Classes
----------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Tricadia CDO 2006-7, Ltd. on review for possible downgrade:

Class Description: $328,500,000 Class A-I Notes due 2051

   -- Prior Rating: Aaa

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

Class Description: $8,000,000 Class A-X Secured Notes due 2051,

   -- Prior Rating: Aaa

   -- Current Rating: A3, on review for possible downgrade

Class Description: $65,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2051

   -- Prior Rating: Aaa

   -- Current Rating: Baa1, on review for possible downgrade

Class Description: $43,000,000 Class B Senior Secured Floating
Rate Notes due 2051

   -- Prior Rating: Aa2

   -- Current Rating: Ba1, on review for possible downgrade

Class Description: $25,000,000 Class C Secured Floating Rate
Deferrable Notes due 2051

   -- Prior Rating: A2

   -- Current Rating: B2, on review for possible downgrade

Class Description: $19,000,000 Class D Secured Floating Rate
Deferrable Notes due 2051

   -- Prior Rating: Baa2

   -- Current Rating: Caa2, on review for possible downgrade

Class Description: $7,200,000 Class E Secured Floating Rate
Deferrable Notes due 2051

   -- Prior Rating: Baa3

   -- Current Rating: Caa3, on review for possible downgrade

In addition Moody's also downgraded these notes:

Class Description: $7,000,000 Class F Secured Floating Rate
Deferrable Notes due 2051

   -- 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 structured
finance securities.


UAL CORP: Issues 600,000+ Shares to Eligible Claimholders
---------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, commenced distribution of an additional 608,000
shares of UAUA common stock to holders of allowed general
unsecured claims against the company and certain of its
subsidiaries pursuant to the terms of the Plan of Reorganization
under which the company and its subsidiaries emerged from Chapter
11 protection on February 1, 2006.  This marks the 5th
broad-based distribution of equity by the company.

Upon the completion of the current distribution, the company will
have distributed a total of 112.2 million shares to holders of
allowed and deemed general unsecured claims, out of a total
expected distribution of 115 million shares under the Plan to
holders of the claims.  With this, the company will have
116,916,281 shares outstanding as of November 8, 2007.

As part of the current distribution, United employees will be
issued, either directly or have monetized on their behalf,
approximately 197,000 shares of new UAUA common stock.  Since
February 2, 2006, and including the current distribution,
employees will have been issued, directly and indirectly, a total
of 35.7 million shares of new UAUA common stock.  In
connection with the reorganization, employees also received
$726 million in notes proceeds which were distributed in August
2006. Including both the notes and the stock distribution, and
based on the closing price of UAUA common stock on November 7,
2007, securities worth more than $2.0 billion have been
distributed to employees pursuant to the company's Plan of
Reorganization.

As of today, holders of approximately 45,000 allowed general
unsecured claims aggregating to approximately $29.2 billion in
claim value have received common shares of the company to
partially satisfy those claims.

The company currently estimates its total unsecured claim
exposure, including those that have been partially satisfied, to
be between $29.3 billion and $29.6 billion.  The company currently
holds approximately 2.8 million shares of UAUA common stock in
reserve to satisfy the remaining disputed unsecured claims.  
Distributions of this stock will take place on a
periodic basis as remaining claims disputes are resolved.

To the extent that any disputed claims become disallowed claims,
the shares of the UAUA common stock reserved for issuance to the
holders of the disputed claims will be distributed pro rata to
holders of allowed general unsecured claims.

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

At Dec. 31, 2006, the company's balance sheet showed total
assets of US$25,369,000,000 and total liabilities of
US$23,221,000,000.

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


WACHOVIA BANK: Moody's Holds Ba1 Ratings on Three Cert. Classes
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class,
upgraded the rating of one class, affirmed the ratings of 12
classes and placed three classes on review for possible downgrade
of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2006-WHALE 7 as:

   -- Class X-1A, Notional, affirmed at Aaa

   -- Class X-1B, Notional, affirmed at Aaa

   -- Class A-1, $1,252,410,049, Floating, affirmed at Aaa

   -- Class A-2, $573,484,000, Floating, affirmed at Aaa

   -- Class B, $98,625,000, Floating, upgraded to Aaa from Aa1

   -- Class C, $94,972,000, Floating, affirmed at Aa2

   -- Class KH-1, $68,922,037, Floating, affirmed at Baa3

   -- Class KH-2, $54,054,700, Floating, affirmed at Ba1

   -- Class WA, $3,300,000, Floating, downgraded to Ba3 from Ba1

   -- Class BP-1, $2,021,238, Floating, currently rated Baa2;
      placed on review for possible downgrade

   -- Class BP-2, $2,189,674, Floating, currently rated Baa3;
      placed on review for possible downgrade

   -- Class MB-1, $2,300,000, Floating, affirm at Baa1

   -- Class MB-2, $2,600,000, Floating, affirm at Baa2

   -- Class MB-3, $2,600,000, Floating, affirm at Baa3

   -- Class MB-4, $2,500,000, Floating, affirm at Ba1

   -- Class CM, $1,200,000, Floating, currently rated Baa3; placed
      on review for possible downgrade

   -- Class UV, $1,890,000, Floating, affirmed at Ba1

The transaction's aggregate pool balance has declined by
approximately 14.9% to $2.8 billion from $3.2 billion at
securitization due to the payoff of 5 loans initially in the pool.
Currently the Certificates are collateralized by 14 loans ranging
in size from less than 1.0% to 39.8% of the pool balance.  The
trust has not realized any losses since securitization and no
loans are currently in special servicing.  Moody's is upgrading
Class B due to increased credit support from loan payoffs.

Non-pooled Classes BP-1 and BP-2 are secured by junior components
of the Broadreach Pool Loan.  Non-pooled Class CM is secured by
Colonial Mall Myrtle Beach Loan.  Moody's is placing Classes BP-1,
BP-2 and CM on review for possible downgrade due to declines in
property occupancy and net cash flow.

Moody's is downgrading non-pooled Class WA due to the poor
performance of the Westin Aruba Resort & Spa Loan.  Class WA,
which is secured solely by the loan, was placed on review for
possible downgrade on April 30, 2007 due to the nonpayment of the
April senior debt service, which was subsequently paid by the
mezzanine lender.  The loan was transferred to special servicing
although it has since been transferred back to the master
servicer. Two loans related to the resort are in the trust, the
$96.7 million pooled portion (3.8%) and the $3.3 million junior
portion which supports non-pooled Class WA.  There is also a
$130.0 million non-trust junior secured component and a $19.45
million non-trust mezzanine component.

The Westin Aruba Resort & Spa was formerly operated as a Wyndham.  
The initial borrower, who has now been replaced by the mezzanine
lender, Petra Capital Management, initiated an upgrade of the
hotel flag to Starwood's Westin brand along with property
improvement plan ("PIP") spending anticipated to cost $15.0
million.  When the revenue improvements expected in the winter
2007 season did not materialize and the $15.0 million debt service
reserve was depleted, the borrower failed to support the loan or
initiate the additional PIP spending necessary to improve RevPAR
performance.  Additional improvements of approximately $5.0 to
$7.0 million are necessary.  Moody's estimates that the property
could reach expected performance by mid-2009. In the meantime,
Petra Capital Management is funding debt service and the
additional improvements out-of-pocket.  Moody's current shadow
rating on the pooled portion of the loan is Ba2, compared to Baa3
at securitization.

The Kyo-ya Hotel Pool Loan ($1.0 billion -- 39.8%) is secured by
eight hotels containing a total of 6,127 rooms.  The hotels are
located in Hawaii, San Francisco and Orlando.  There is a $123.0MM
trust junior component which supports non-pooled Classes KH-1 and
KH-2, a $50.0 million non-trust junior component and a
$700.0 million non-trust mezzanine component.  The sponsor,
Cerberus Capital Management LLC, plans to spend approximately
$190.0 million ($120.0 million was reserved; current balance of
approximately $92.5 million) over the next two years on property
upgrades and the possible re-branding of some of the hotels.  For
the trailing 12-month period ending 6/30/2007 RevPAR was $177.00,
compared to $167.00 for the trailing 12-month period ending
6/30/2006.  Moody's anticipated RevPAR is $176.80. Moody's current
shadow rating is Baa2, the same as at securitization.

The Boca Resorts Hotel Pool Loan ($652.0 million -- 25.5%) is
secured by five luxury, full-service hotels containing a total of
2,318 rooms and a golf club.  The properties are located in Boca
Raton, Naples, and Ft. Lauderdale, Florida.  There is a $148.0
million trust junior component which secures non-pooled Classes
BH-1, BH-2, BH-3 and BH-4 (not rated by Moody's).  Additionally
there is a $100.0 million non-trust junior component and a $175.0
million non-trust mezzanine component.  The sponsor, The
Blackstone Group, intends to spend $90.0 million on project
improvements.  As of August 2007 approximately $62.6 million had
been funded with the remainder to be expended by March 2008.  For
the trailing 12-month period ending 8/31/2007 RevPAR was $152.00,
compared $153.00 for the trailing 12-month period ending
6/30/2006.  Moody's anticipated RevPAR is $174.85.  Moody's
current shadow rating is Baa3, the same as at securitization.

The 1515 Broadway Loan ($212.5 million -- 8.3%) is secured by a
1.7 million square foot Class A office located in the Times
Square/Theater District submarket of New York City.  There is a
$212.5 million non-trust pari-passu component and a $200.0 million
non-trust mezzanine component.  The major tenant is Viacom which
occupies approximately 82.0% of the building under multiple
leases.  The majority of the leases expire in May 2010.  Viacom's
space is leased at rents below Moody's market rents.  As of
December 2006, occupancy was 99.6%, similar to securitization. SL
Green Realty Corp. and SITQ are the loan sponsors.  Moody's
current shadow rating is Baa2, the same as at securitization.


WCI COMMUNITIES: Financial Woes Prompt Moody's to Junk Ratings
--------------------------------------------------------------
Moody's lowered the ratings of WCI Communities Inc., including its
corporate family rating to Caa2 from B3 and the ratings on its
senior subordinated notes to Caa3 from Caa2.  The ratings outlook
is negative.

Approximately $650 million of debt securities are affected.

The downgrades and negative outlook reflect the substantially
weaker than expected cash flow generation, continued difficulties
in complying with bank covenants, accelerating losses, and
increasing debt leverage.

Having entered 2007 with expectations of generating close to $1
billion of cash flow from operations, WCI will now be challenged
to generate even 20% of that amount, as accelerating cancellations
exacerbate the company's delays in finishing buildings and
delivering units to buyers.  Covenant compliance, a constant
problem since last year, has gotten worse, with the possibility
existing that the banks will no longer grant relief on the latest
violations, thus potentially accelerating all of the company's
outstanding debt.  With cost containment efforts lagging the
decline in unit deliveries and in revenue generation, losses
continue to mount.  Debt leverage, unaided by any significant debt
repayment, keeps edging up from the steady write-offs of tangible
net worth due to impairments and other charges.

Going forward, the ratings could be reduced again if the company
is unable to obtain additional, and more than stopgap, covenant
relief.  The ratings outlook could stabilize if the company were
to obtain substantial and long-term covenant relief and were to
reverse the current weakness in cash flow generation.

These ratings were affected:

   -- Corporate family rating changed to Caa2 from B3;

   -- Probability of default rating changed to Caa2 from B3;

   -- Senior sub debt ratings changed to Caa3 (LGD-5, 81%) from
      Caa2 (LGD-5, 83%).

Headquartered in Bonita Springs, Florida, WCI Communities Inc. is
a fully integrated homebuilding and real estate services company
with 60 years of experience in the design, construction, and
operation of leisure-oriented, amenity-rich master planned
communities targeting affluent homebuyers. Revenues and
consolidated earnings for the nine months ended September 30, 2007
were $746 million and $(119) million, respectively.


WESTLAKE CHEMICAL: Moody's Rates $250 Mil. Revenue Bonds at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $250
million Louisiana Local Government Environmental Facilities and
Community Development Authority  Revenue Bonds (Westlake Chemical
Corporation Projects) Series 2007.  Moody's also affirmed
Westlake's Ba2 corporate family rating (CFR), the Ba3 rating on
its existing unsecured notes and its positive outlook.  Proceeds
from this tax-exempt bond will be used by Westlake to expand and
improve its existing facilities (Geismar and Lake Charles) in
Louisiana which are located in the Gulf Opportunity Zone as
provided in the Gulf Opportunity Zone Act of 2005.  Moody's also
raised the LGD assessment on the existing notes to LGD4, 67% from
LGD5, 75% consistent with its Loss Given Default methodology.

Ratings assigned:

Louisiana Local Government Environmental Facilities and Community
Development Authority

   -- Senior unsecured tax-exempt revenue bonds, $250 million due
      2032 -> Ba3, LGD4, 67%

Ratings affirmed:

Westlake Chemical Corporation

   -- Corporate Family Rating at Ba2

   -- Probability of Default Rating at Ba2

   -- Guaranteed senior unsecured notes, $250 million due 2016
      -> Ba3

Ratings raised:

   -- Guaranteed senior unsecured notes, $250 million due 2016 to
      LGD4, 67% from LGD5, 74%

The Ba3 rating on the Go Zone bonds reflects their unsecured
status as they are backed by an unsecured loan agreement with
Westlake.  Westlake has agreed to make timely payments of interest
and principle on the loan, which will be used to pay bondholders.
The Ba3 ratings on the Go Zone bonds, and the existing unsecured
notes due 2016, are one notch below Westlake's CFR and are
subordinated to the company's $300 million secured revolving
credit facility.  There was roughly $75 million outstanding under
this facility at September 30, 2007.  The company will likely
repay borrowings under the facility after the issuance of the
bonds.

The affirmation of the Ba2 CFR reflects Moody's prior expectation
that the company would significantly increase debt to fund future
capital investments.  Westlake had previously announced the
potential for a low-cost ethylene cracker in Trinidad and
expansion of its Calvert City, KY vinyl manufacturing complex.  
The issuance of the GO Zone bonds indicates that the company will
undertake a significant expansion of its Geismar facility as well.
Westlake's Ba2 CFR continues to reflect the modest level of debt
for the size of the company.  The ratings are tempered by the
substantial cyclicality in its two main commodity markets, limited
product diversity, its size relative to other commodity plastics
producers (PE and PVC), the regional nature of its operations, and
the company's limited feedstock flexibility.  Moody's expects the
company to remain adequately placed in the Ba2 rating category due
to its relatively conservative financial policies, strong
financial metrics for a Ba2 company, and its discipline in
pursuing growth through acquisitions and capital investments.  
Additionally, Moody's expects that the company's earnings and cash
flow will decline over the next two years as margins in both of
their operating segments decline due to weak downstream demand in
PVC, and to a lesser degree in polyethylene.

The positive outlook reflects Moody's belief that Westlake's
investment in a low-cost cracker in Trinidad would improve its
credit profile by raise earnings in the trough of the cycle and
reducing the downside potential in earnings and cash flow from its
two commodity chemical segments.  Westlake had announced in 2006
that it was in discussions with the Republic of Trinidad and
Tobago to study the feasibility of a low-cost ethylene cracker.
Currently, Westlake is pursuing authorization from Trinidad's
Environmental Management Authority (EMA) to construct the
facility.  While the potential investment would be large, it would
likely represent almost 30% of the company's future ethylene
capacity and improve the stability of the company's earnings over
the cycle.  The potential for a higher rating is largely dependant
on the approval for this new facility, and expectations of
economics of the facility and its impact on the company's credit
profile over the next several years.  On the other hand, the
outlook could be returned to stable if Westlake is unable to
obtain authorization from EMA, if Moody's determines that the
potential plant in Trinidad will not improve the company's long
term credit profile, or if margins decline precipitously in 2008
or 2009 (EBITDA well below $200 million) due to, for example,
pressures from imports or greater feedstock volatility.

Westlake Chemical Corporation (Westlake), headquartered in
Houston, TX, is a producer of commodity petrochemicals (ethylene
and styrene), plastics (polyvinyl chloride and polyethylene), and
fabricated products.  Revenues were $2.9 billion for the LTM ended
September 30, 2007.


ZAIS INVESTMENT: Moody's Cuts Rating on $50 Million Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by ZAIS
Investment Grade Limited X on review for possible downgrade:

Class Description: $32,500,000 Class C Senior Subordinate Secured
Floating Rate Notes Due 2057

   -- Prior Rating: Baa2

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

Class Description: $5,000,000 Class D Subordinate Secured Floating
Rate Notes Due 2057

   -- Prior Rating: Ba1

   -- 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.


* Fitch Completes Review of U.S. Subprime RMBS Transactions
-----------------------------------------------------------
Earlier this week, Fitch Ratings completed its review of its rated
universe of U.S. Subprime RMBS transactions originated in the
first-quarter of 2007.  These transactions were placed 'Under
Analysis' on Sept. 28, 2007.

Fitch initiated this review following the completion of a review
of all 2006 subprime RMBS ratings in September 2007.  Both reviews
were undertaken due to the substantial decline in home prices and
the resulting impact on high-risk mortgage products.  

Fitch's rated universe of first-quarter 2007 vintage subprime is
29 transactions comprised of 435 rated classes with an outstanding
balance of $20.3 billion.

Fitch's most severe rating actions affected those RMBS
transactions that exhibited poor early performance and high
projected losses relative to available and projected credit
enhancement.

Overall Fitch has affirmed 181 classes with an outstanding balance
of $11.7 billion, downgraded 226 classes with an outstanding
balance of $5.5 billion and, in addition to the classes
downgraded, placed 28 classes on Rating Watch Negative with an
outstanding balance of $3.1 billion.  Fitch believes that those
classes that have been downgraded to below-investment grade have
substantial risk of principal loss.  However those bonds remaining
investment grade still exhibit the ability to withstand the higher
projected collateral default and loss expectations without
principal loss.  Those classes affirmed at 'AAA' are able to
withstand a substantial multiple of expected collateral
performance without experiencing loss.

Fitch will continue to actively monitor the performance of the
2007 subprime RMBS as part of its normal monthly review cycle.
First-Quarter 2007 Vintage Summary:

  -- Transaction Reviews Completed: 29
  -- Affirmations: 181 classes (outstanding balance: $11.7
     billion);
  -- Placed on Rating Watch Negative: 28 classes (outstanding
     balance: $3.1 billion);
  -- Downgraded: 159 classes (outstanding balance: $2.6
     billion);
  -- Downgraded & Placed on Rating Watch Negative: 67 classes
     (outstanding balance: $2.8 billion).

Rating actions that Fitch took on 152 classes originally rated
'AAA' resulted in these:

  -- Affirmed: 109 classes ($10.8 billion);
  -- Placed on Rating Watch Negative: 28 classes ($3.1
     billion);
  -- Downgraded: Four classes ($500 million);
  -- Downgraded & placed on Rating Watch Negative: 11 classes
     ($1.7 billion).

Ratings Distribution After Actions:
  -- 'AAA' classes: 137 (balance: $13.9 billion);
  -- All investment grade classes (including 'AAA'): 329
     (balance: $19.2 billion);
  -- Below investment grade classes: 106 (balance: $1.1
     billion).

Rating: 'AAA'
# of classes: 137
$Balance (Millions): $13,896

Rating: 'AA+'
# of classes: 12
$Balance (Millions): $298

Rating: 'AA'
# of classes: 17
$Balance (Millions): $864

Rating: 'AA-'
# of classes: 24
$Balance (Millions): 903

Rating: 'A+'
# of classes: 24
$Balance (Millions): $893

Rating: 'A'
# of classes: 16
$Balance (Millions): $232

Rating: 'A-'
# of classes: 26
$Balance (Millions): $1,125

Rating: 'BBB+'
# of classes: 23
$Balance (Millions): $274

Rating: 'BBB'
# of classes: 24
$Balance (Millions): $340

Rating: 'BBB-'
# of classes: 26
$Balance (Millions): $326

Rating: 'BB+'
# of classes: 2
$Balance (Millions): $27

Rating: 'BB'
# of classes: 36
$Balance (Millions): $406

Rating: 'B'
# of classes: 47
$Balance (Millions): $466

Rating: 'CCC'
# of classes: 21
$Balance (Millions): $215

Recent Criteria
  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June
     12 ,2007);
  -- 'Downgrade Criteria for Recent Vintage U.S. Subprime RMBS'
     (Aug. 8, 2007).


* Stephen Jones Joins Mesirow as Executive Vice President
---------------------------------------------------------
Stephen C. Jones has joined Mesirow Financial Consulting LLC as  
executive vice president and senior managing director.

Mr. Jones will head the firms Valuation Services practice and play
a key role on MFCs executive leadership team. Jones addition marks
a major milestone in the execution of MFCs long-term strategic
plan and continues its track record as a destination employer for
the top talent in the industry.

Mr. Jones has vast experience consulting with Fortune 500
companies across a broad array of assignments including business
enterprise valuation, financial statement valuation, intellectual
property valuation, and transactional valuation, as well as
various commercial damages and corporate restructuring related
engagements.

Mr. Jones has also served as a financial and economic expert on
numerous occasions, providing expert witness testimony on many
high-profile engagements in the US and the ICC in Europe.  Prior
to joining Mesirow Financial, Mr. Jones was a managing director
and operating committee member in the Corporate Finance practice
at Navigant Consulting Inc., serving as practice area leader for
the Global Valuation Services group. In addition, he served on the
International Development Committee.

Mr. Jones is a member of the American Society of Appraisers,
Licensing Executives Society.  He is a committee member of the
Appraisal Foundations subcommittee Best Practices in Financial
Reporting.  The TAF is a non-profit funded by the US Congress to
evaluate valuation issues in the United States primarily for
public companies who are SEC registrants.  He is also is a member
of the Appraisal Issues Task Force.

A full-service financial advisory consulting provider, Mesirow
Financial Consulting provides corporate recovery, litigation and
investigative services, valuation services, interim management,
operations and performance improvement and other consulting
services.

Visit Mesirow Financial online at http://www.mesirowfinancial.com/  
to learn more about the firm's Financial Advisory services.


* BOND PRICING: For the Week of Nov. 5 - Nov. 9, 2007
-----------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Alesco Financial                      7.625%  05/15/27     68
Allegiance Tel                       11.750%  02/15/08     52
Alltel Corp                           6.800%  05/01/29     72
Ambac Inc                             6.150%  02/15/37     67
Amer & Forgn Pwr                      5.000%  03/01/30     64
Amer Color Graph                     10.000%  06/15/10     66
Amer Pad & Paper                     13.000%  11/15/05      0
Americredit Corp                      0.750%  09/15/11     72
Americredit Corp                      0.750%  09/15/11     69
Americredit Corp                      2.125%  09/15/13     67
Americredit Corp                      2.125%  09/15/13     66
Ames True Temper                     10.000%  07/15/12     72
Antigenics                            5.250%  02/01/25     62
Archibald Candy                      10.000%  11/01/07      0
Ashton Woods USA                      9.500%  10/01/15     75
At Home Corp                          4.750%  12/15/06      0
Ata Holdings                         12.125%  06/15/10      0
Atherogenics Inc                      1.500%  02/01/12     30
Atherogenics Inc                      4.500%  03/01/11     36
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
BankUnited Cap                        3.125%  03/01/34     66
BBN Corp                              6.000%  04/01/12      0
Bearingpoint Inc                      2.500%  12/15/24     74
Bearingpoint Inc                      2.750%  12/15/24     71
Beazer Homes USA                      4.625%  06/15/24     74
Beazer Homes USA                      6.875%  07/15/15     75
Beyond.com                            7.250%  12/01/03      0
Big City Radio                       11.250%  03/15/05      0
Borden Inc                            7.875%  02/15/23     73
Buffets Inc                          12.500%  11/01/14     51
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     38
Charter Comm Inc                      6.500%  10/01/27     62
CIH                                   9.920%  04/01/14     71
CIT Group Inc                         6.100%  03/15/67     74
Clark Material                       10.750%  11/15/06      0
Claire's Stores                       6.500%  06/01/17     73
Collins & Aikman                     10.750%  12/31/11      2
Columbia/HCA                          7.500%  11/15/95     75
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     56
CompuCredit                           5.875%  11/30/35     49
Constar Intl                         11.000%  12/01/12     66
Countrywide Finl                      6.250%  05/15/16     74
Curagen Corp                          4.000%  02/15/11     69
Dana Corp                             9.000%  08/15/11     70
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     68
Delta Air Lines                       8.000%  12/01/15     71
Delta Mills Inc                       9.625%  09/01/07     15
Delphi Corp                           6.197%  11/15/33     57
Delphi Corp                           8.250%  10/15/33     52
Dura Operating                        8.625%  04/15/12     36
Dura Operating                        9.000%  05/01/09      1
Eagle Food Centr                     11.000%  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     63
Epix Medical Inc                      3.000%  06/15/24     72
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     16
Finova Group                          7.500%  11/15/09     18
Ford Motor Co                         6.375%  02/01/29     71
Ford Motor Co                         6.625%  02/15/28     70
Ford Motor Co                         6.625%  10/01/28     73
Ford Motor Co                         7.125%  11/15/25     71
Ford Motor Co                         7.400%  11/01/46     71
Ford Motor Co                         7.500%  08/01/26     74
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  06/15/43     74
Ford Motor Cred                       6.050%  02/20/15     74
General Motors                        6.750%  05/01/28     71
General Motors                        7.375%  05/23/48     74
Gulf States STL                      13.500%  04/15/03      0
GMAC                                  5.250%  01/15/14     75
GMAC                                  5.900%  01/15/19     71
GMAC                                  5.900%  02/15/19     69
GMAC                                  5.900%  10/15/19     71
GMAC                                  6.000%  02/15/19     75
GMAC                                  6.000%  02/15/19     74
GMAC                                  6.000%  02/15/19     73
GMAC                                  6.000%  03/15/19     71
GMAC                                  6.000%  03/15/19     68
GMAC                                  6.000%  03/15/19     73
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     69
GMAC                                  6.000%  04/15/19     71
GMAC                                  6.000%  09/15/19     70
GMAC                                  6.000%  09/15/19     72
GMAC                                  6.050%  08/15/19     71
GMAC                                  6.050%  08/15/19     72
GMAC                                  6.050%  10/15/19     70
GMAC                                  6.125%  10/15/19     71
GMAC                                  6.150%  10/15/19     71
GMAC                                  6.250%  01/15/19     72
GMAC                                  6.250%  04/15/19     72
GMAC                                  6.250%  05/15/19     75
GMAC                                  6.250%  07/15/19     74
GMAC                                  6.300%  08/15/19     74
GMAC                                  6.300%  08/15/19     72
GMAC                                  6.350%  07/15/19     72
GMAC                                  6.400%  12/15/18     72
GMAC                                  6.400%  11/15/19     73
GMAC                                  6.500%  06/15/18     75
GMAC                                  6.500%  11/15/18     75
GMAC                                  6.500%  02/15/20     75
GMAC                                  6.700%  06/15/19     75
GMAC                                  6.750%  05/15/19     74
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/19     75
GMAC                                  6.800%  10/15/18     75
GMAC                                  7.000%  08/15/18     75
GMAC                                  7.000%  11/15/23     71
GMAC                                  7.000%  11/15/24     74
GMAC                                  7.000%  11/15/24     71
GMAC                                  7.150%  03/15/25     69
GMAC                                  7.250%  02/15/25     75
Harrahs Oper Co                       5.750%  10/01/17     72
Hilton Hotels                         7.500%  12/15/17     75
Hines Nurseries                      10.250%  10/01/11     75
HNG Internorth                        9.625%  03/15/06     19
Ion Media                            11.000%  07/31/13     69
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      3
Iridium LLC/CAP                      13.000%  07/15/05      2
Iridium LLC/CAP                      14.000%  07/15/05      3
K Hovnanian Entr                      6.000%  01/15/10     74
K Hovnanian Entr                      6.250%  01/15/16     75
K Hovnanian Entr                      7.750%  05/15/13     69
K Hovnanian Entr                      8.875%  04/01/12     72
Kmart Corp                            9.350%  01/02/20      5
Kmart Corp                            9.780%  01/05/20      0
KMart Funding                         8.800%  07/01/10     10
KMart Funding                         9.440%  07/01/18     60
Kaiser Aluminum                       9.875%  02/15/02      5
Kaiser Aluminum                      12.750%  02/01/03      8
Kimball Hill Inc                     10.500%  12/15/12     61
Lehman Bros Holding                  11.000%  10/25/17     70
Liberty Media                         3.750%  02/15/30     58
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     65
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      5
McSaver Financl                       7.600%  08/01/07      5
McSaver Financl                       7.875%  08/01/03      5
MediaNews Group                       6.375%  04/01/14     73
MHS Holdings Co                      16.875%  09/22/04      0
Mosler Inc                           11.000%  04/15/03      0
Movie Gallery                        11.000%  05/01/12     27
Muzak LLC                             9.875%  03/15/09     53
National Steel Corp                   8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     67
New Orl Grt N RR                      5.000%  07/01/32     63
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northpoint Comm                      12.875%  02/15/10      0
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     63
Nutritional Src                      10.125%  08/01/09      5
Oakwood Homes                         7.875%  03/01/04     13
Oakwood Homes                         8.125%  03/01/09      3
Oscient Pharma                        3.500%  04/15/11     55
Oscient Pharma                        3.500%  04/15/11     58
Outboard Marine                       9.125%  04/15/17      5
Pac-West Telecom                     13.500%  02/01/09      4
Pac-West Telecom                     13.500%  02/01/09      2
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    13.500%  03/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     33
Pope & Talbot                         8.375%  06/01/13     36
Primus Telecom                        3.750%  09/15/10     66
Primus Telecom                        8.000%  01/15/14     59
Propex Fabrics                       10.000%  12/01/12     45
Pulte Homes Inc                       6.000%  02/15/35     75
Radian Group                          5.375%  06/15/15     75
Radian Group                          5.625%  02/15/13     72
Radnor Holdings                      11.000%  03/15/10      0
Rait Financial                        6.875%  04/15/27     69
Rayovac Corp                          8.500%  10/01/13     67
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     68
Residential Cap                       6.000%  02/22/11     65
Residential Cap                       6.375%  06/30/10     65
Residential Cap                       6.500%  06/01/12     68
Residential Cap                       6.500%  04/17/13     64
Residential Cap                       6.875%  06/30/15     66
Rite Aid Corp                         6.875%  12/15/28     69
Rite Aid Corp                         7.700%  02/15/27     74
RJ Tower Corp.                       12.000%  06/01/13      1
Saint Acquisition                    12.500%  05/15/17     63
ServiceMaster Co                      7.100%  03/01/18     73
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     67
Six Flags Inc                         4.500%  05/15/15     72
SLM Corp                              5.000%  06/15/28     74
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.250%  03/15/28     73
SLM Corp                              5.250%  12/15/28     71
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.400%  06/15/30     71
SLM Corp                              5.500%  06/15/29     68
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     71
SLM Corp                              5.500%  06/15/30     71
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.500%  12/15/30     70
SLM Corp                              5.550%  03/15/29     72
SLM Corp                              5.600%  03/15/29     73
SLM Corp                              5.600%  06/15/29     75
SLM Corp                              5.600%  12/15/29     72
SLM Corp                              5.600%  12/15/29     71
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     71
SLM Corp                              5.700%  12/15/29     75
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     72
SLM Corp                              5.750%  09/15/29     74
SLM Corp                              5.750%  09/15/29     75
SLM Corp                              5.750%  12/15/29     72
SLM Corp                              5.750%  12/15/29     72
SLM Corp                              5.750%  12/15/29     72
SLM Corp                              5.750%  12/15/29     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     71
SLM Corp                              5.850%  09/15/29     75
SLM Corp                              5.850%  12/15/31     73
SLM Corp                              5.900%  09/15/29     74
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  12/15/31     72
Spacehab Inc                          5.500%  10/15/10     54
Spansion Llc                          2.250%  06/15/16     67
Special Devices                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     73
Standard Pac corp                     6.000%  10/01/12     61
Standard Pac Corp                     6.250%  04/01/14     69
Standard Pacific                      6.500%  08/15/10     74
Standard Pac Corp                     6.875%  05/15/11     74
Standard Pac corp                     7.000%  08/15/15     68
Standard Pacific                      7.750%  03/15/13     73
Standard Pacific                      9.250%  04/15/12     51
Stanley-Martin                        9.750%  08/15/15     69
Tekni-Plex Inc                       12.750%  06/15/10     63
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     57
Times Mirror Co                       7.250%  11/15/96     58
Times Mirror-New                      7.500%  07/01/23     65
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     17
Tousa Inc                             7.500%  01/15/15      8
Tousa Inc                             9.000%  07/01/10     46
Tousa Inc                            10.375%  07/01/12      9
Trans Mfg Oper                       11.250%  05/01/09     60
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     67
True Temper                           8.375%  09/15/11     58
TXU Corp                              6.500%  11/15/24     72
TXU Corp                              6.550%  11/15/34     72
United Air Lines                      9.200%  03/22/08     49
United Air Lines                      9.350%  04/07/16     30
United Air Lines                      9.560%  10/19/18     54
United Air Lines                     10.020%  03/22/14     49
United Air Lines                     10.850%  02/19/15     30
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.700%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vertis Inc                           13.500%  12/07/09      6
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     60
Viropharma Inc                        2.000%  03/15/17     72
Wachovia Corp                         9.250%  04/10/08     59
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     63
WCI Communities                       6.625%  03/15/15     66
WCI Communities                       7.875%  10/01/13     66
WCI Communities                       9.125%  05/01/12     70
Werner Holdings                      10.000%  11/15/07      0
William Lyon                          7.500%  02/15/14     61
William Lyon                          7.625%  12/15/12     61
William Lyon                         10.750%  04/01/13     64
Wimar Opco/Fin                        9.625%  12/15/14     74
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Wornick Co                           10.875%  07/15/11     69
Ziff Davis Media                     12.000%  08/12/09     56

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***