TCR_Public/071113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 13, 2007, Vol. 11, No. 269

                             Headlines


ACE AVIATION: Earns CDN$224 Million in 3rd Quarter Ended Sept. 30
AKCEM CORP: Case Summary & Largest Unsecured Creditor
ALLIANCE LAUNDRY: S&P Lifts Corp. Credit Rating to B- from CCC+
AMERISOURCEBERGEN CORP: Board Lifts Share Purchase by $500 Million
AMERICAN HOME: Amends Terms of AHM Sale Deal on DBSP's Stay Motion

AMERICAN HOME: Reaches Pact with Bear Stearns and EMC Mortgage
AMERICAN TONERSERV: Sept. 30 Balance Sheet Upside-Down by $152,087
AMORTIZING RESIDENTIAL: Moody's Cuts Ratings on Four Cert. Classes
ARCADIA RESOURCES: Posts $9.2 Million Net Loss in Second Quarter
ARINC INC: Moody's Rates Proposed Credit Facilities at B2

AURIGA LABS: Posts $8.1 Million Net Loss in Quarter Ended Sept. 30
AXON FIN'L: Poor Portfolio Market Value Cues S&P to Junk Ratings
BALLY TECHNOLOGIES: Fitch Lifts Credit Facility Rating to B
BLACKHAWK AUTOMOTIVE: Withdraws Request to Sell Equipment
BROTMAN MEDICAL: Taps Imperial Capital as Investment Banker

CALPINE CORP: Resolves Claims with Calgen & 1st Lien Noteholders
CALPINE CORP: Rosetta Resources Files Adversary Counterclaims
CERIDIAN CORP: Closes $5.3 Bil. Buyout Deal with Fidelity Nat'l
CHAMPION ENTERPRISES: Prices Tender Offering of 7-5/8% Notes
CHARMING SHOPPES: Board OKs New $200 Mil. Share Repurchase Program

CHRYSLER LLC: Closing Sterling Heights Vehicle Testing Center
CITADEL BROADCASTING: Posts $447.8 Million Net Loss in 3rd Quarter
CITY OF GILMER: Moody's Holds Ba1 Rating on $7.3 Mil. Tax Debt
CITICORP MORTGAGE: Fitch Takes Rating Actions on 18 Deals
CLAYTON WILLIAMS: Completes $21 Million Sale of Texas Assets

COUNTRYWIDE FIN'L: Credit Rating Cut Cues Funding Modification
CRICKET COMMS: Moody's Holds B2 Corporate Family Rating
DANA CORP: Gets Banks' Proposals for $2 Billion Exit Financing
DELPHI CORP: Wants DIP Financing Maturity Date Extended
DELPHI CORP: Wants to Enter into $6.8 Billion Exit Financing

DELPHI CORP: Committee Says Disclosure Statement is Inadequate
DELPHI CORP: Senior Noteholders Balk at Disclosure Statement
DHL EXPRESS: Gets Default Notice from ABX Air for Withholding Fees
DIRECTED ELECTRONICS: Weak Performance Cues S&P to Cut Ratings
DOLLARAMA GROUP: S&P Holds Ratings and Revises Outlook to Stable

E*TRADE FIN'L: 4th Qtr. Write Down in ABS to Exceed Expectations
FINANCIAL ASSET: Fitch Junks Rating on Class B-5 Certificates
FORD MOTOR: Defers Volvo Sale; Intends to Improve Financials
FORD MOTOR: Anticipates Jaguar & Land Rover Sale Talks in 2008
FORD MOTOR: Primary Stakeholder in Auto Fuel Cell Cooperation

FORD MOTOR: Unit Earns $334 Million in Third Quarter of 2007
FORD MOTOR: New Labor Pact Gets Massive UAW Votes of Approval
FORD MOTOR: Narrow Third Quarter Loss Cues S&P to Retain Watch
GAP INC: October Net Sales Down 1% at $1.23 Billion
H&E EQUIPMENT: Board Authorizes $100 Mil. of Stock Repurchase

HARRAH'S ENT: Unit Lowers Conversion Price of $375MM Senior Notes
HAYES LEMMERZ: Selling Automotive Brake to Brembo NA for $58 Mil.
JAZZ PHARMA: Posts $19.4 Million Net Loss in Qtr. Ended Sept. 30
KNOLOGY INC: Neutral Leverage Cues S&P to Hold 'B' Loan Rating
LEAP WIRELESS: To Restate FY 2004 Through 2nd Qtr 2007 Financials

LEAP WIRELESS: Potential Credit Default Prompts S&P's Neg. Watch
LEVITT AND SONS: Case Summary & 400 Largest Unsecured Creditors
LSO LTD: Case Summary & 19 Largest Unsecured Creditors
M FABRIKANT: Judge Bernstein Approves Joint Disclosure Statement
M FABRIKANT: Plan Confirmation Hearing Slated for December 19

M FABRIKANT: Last Day of Filing Administrative Claims is Dec. 7
MORGAN STANLEY: S&P Places 'B' Rating Under Negative CreditWatch
MATTRESS GALLERY: Wants to Hire Greenberg Traurig as Counsel
MATTRESS GALLERY: Court Approves Kurtzman Carson as Claims Agent
MCCLATCHY CO: Declining Revenue Cues Moody's to Review Ratings

MCMORAN EXPLORATION: Prices $300 Million of 11.875% Notes Offering
MEGA BRANDS: S&P Puts 'B+' Corp. Credit Rating Under Neg. Watch
MORGAN STANLEY: Fitch Holds Junk Rating on Class B-5 Certificates
MORGAN STANLEY: Moody's Cuts and Reviews Ratings on 11 Deals
MORTGAGE ASSET: Fitch Holds Low-B Ratings on Five Cert. Classes

MTI TECHNOLOGY: Selects Manatt Phelps as Special SEC Counsel
NASDAQ STOCK: Hellman & Friedman Sells 23.5 Million Stake
NASH FINCH: Board Declares $0.18 Per Share Quarterly Dividend
NATIONAL CENTURY: L. Poulsen Arrested for Obstruction of Justice
NATIONAL COAL: Weak Profile Cues Moody's to Junk Ratings

NEOMEDIA TECH: Sept. 30 Balance Sheet Upside-Down by $76.7 Million
OGLEBAY NORTON: Shareholders Approve Merger Deal with Carmeuse NA
OPEN TEXT: Moody's Affirms B1 Corporate Family Rating
OTTIMO FUNDING: Debt Enhancement Breach Cues S&P's Default Ratings
PENN NATIONAL: Sets Special Shareholders Meeting on December 12

PERKINELMER INC: Completes Cash Tender Offer for ViaCell Inc.
PLANET TECH: Completes $10 Million Acquisition of Antigen Labs
POLYMER GROUP: Weak Business Prompts S&P to Hold 'BB-' Rating
PREGO DELLA: Michael Carlevale Mulls Declaring Bankruptcy
PROVIDENCE SERVICE: S&P Assigns 'B+' Corporate Credit Rating

PSEG ENERGY: S&P Holds 'BB-' Corp. Rating and Revises Outlook
RALI SERIES: Moody's Downgrades and Reviews Ratings on 12 Deals
SAINT GERMAIN: Moody's Junks Ratings on $50 Mil. Capital Notes
SATCON TECH: Retires Conv. Loan Using Note Purchase Pact Proceeds
SCOTTISH RE: S&P Revises Outlook to Negative from Developing

SEMCO ENERGY: Closed Cap Rock Deal Cues S&P to Withdraw Ratings
SEQUOIA MORTGAGE: Fitch Holds Low-B Ratings on 10 Cert. Classes
SIX FLAGS: Moody's Junks Corporate Family Rating
SIX FLAGS: Declining Profitability Cues S&P to Lower Ratings
SMART SERIES: Moody's Assigns (P)B2 Rating on Class E Notes

SOLUTIA INC: Judge Beatty Approves $250 Million Backstop Deal
STRUCTURED ASSET: Fitch Assigns Low-B Ratings on $21.3MM Certs.
TERADYNE INC: Boards Approves New $400 Million Stock Repurchase
TLC VISION: Posts $22.6 Million Net Loss in Quarter Ended Sept. 30
VALLEY HEALTH: Voters Trash Measure G; Cutler To Woe Public Again

VESCOR DEV'T.: Section 341(a) Meeting Slated for December 12
VESCOR DEV'T.: Committee Taps Pachulski Stang as Co-Counsel
WILLIAMS COS: S&P Lifts Corporate Credit Rating to BBB- from BB+
WORLDGATE COMMS: Posts $2.7 Million Net Loss in Third Quarter
YUKOS OIL: Owners Get Nothing from $35.6 Billion Sale Proceeds

* Entergy's Nuclear Spinco Spin-off Will Have Moderate Risk
* S&P Places Ratings on 484 Classes of RMBS Under Negative Watch

* Large Companies with Insolvent Balance Sheet


                             *********

ACE AVIATION: Earns CDN$224 Million in 3rd Quarter Ended Sept. 30
-----------------------------------------------------------------
ACE Aviation Holdings Inc. reported Friday net income of
CDN$224 million on net operating revenues of CDN$3.022 billion for
the third quarter ended Sept. 30, 2007, compared with net income
of CDN$103 million on net operating revenues of CDN$2.845 billion
in the same quarter last year.  Results for the 2007 quarter
included non-controlling interest of CDN$69 million, foreign
exchange gains of CDN$104 million and provision for income taxes
of CDN$124 million.  

ACE ceased to consolidate the results and financial position of
Aeroplan and Jazz with effect from March 14, 2007, and May 24,
2007, respectively, and is accounting for its investments under
the equity method.  As a result, ACE's results for the third
quarter of 2007 are not directly comparable to the results for the
2006 quarter.

The company reported EBITDAR of CDN$553 million and operating
income of CDN$340 million for the third quarter of 2007.
    
Air Canada reported EBITDAR of CDN$561 million and operating
income of CDN$351 million, increases of CDN$124 million and
CDN$119 million respectively over the third quarter of 2006
(excluding special charge).  Passenger revenues increased by
CDN$108 million or 4% over the 2006 quarter.  This increase was
partly offset by a decline of CDN$25 million in cargo revenues,
driven by freighter capacity reduction.  Operating costs decreased
by CDN$26 million or 1% over the 2006 quarter.  Unit cost, as
measured by operating expense per ASM, decreased 4.4% over the
third quarter of 2006.  

The special charge refers to a charge recorded in 2006 related to
Air Canada's obligations for the redemption of pre-2002 Aeroplan
miles.  EBITDAR is a non-GAAP financial measure commonly used in
the airline industry to assess earnings before interest, taxes,
depreciation, and aircraft rent.   
    
Air Canada Technical Services reported EBITDA of CDN$15 million
for the quarter, an improvement of CDN$3 million on the 2006
quarter.
    
"The results for the quarter demonstrate very good performances by
all of ACE's businesses," said Robert Milton, chairman, president
and chief executive officer, ACE Aviation Holdings Inc.
    
"I am particularly pleased with the results for Air Canada for the
quarter.  Air Canada has delivered the improved operating results
signalled at the time of the release of the second quarter
results.  The benefits of its fleet replacement and refurbishment
programs are beginning to translate into improving financial
performance for the business.  Management expects that this
program will continue to yield improved operating results for the
remainder of 2007 and beyond.
    
"ACTS continued to build on the progress made in recent quarters
and the business has recorded a 20% increase in year-to-date
revenues.  The business continues to announce new contracts.  On
Oct. 16, we completed the sale of a majority interest in ACTS to a
consortium consisting of Sageview Capital and KKR.  As a result,
this is the final quarter that we will consolidate the results of
ACTS.  ACE received net cash of CDN$723 million on closing,
together with a residual equity stake of 23%.
    
"Aeroplan and Jazz both delivered strong results in the quarter
and we reduced our interests in both entities to 20.1% on October
22 through secondary offerings that generated net cash proceeds to
ACE of CDN$726 million.
   
"ACE has cash of CDN$1.85 billion and other assets, primarily its
interests in Air Canada, Aeroplan and Jazz, with a market value of
CDN$2.4 billion.
    
At Sept. 30, 2007, the company's consolidated balance sheet showed
CDN$12.240 billion in total assets, $9.558 billion in total
liabilities, and $1.938 billion in total shareholders' equity.

                        About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is   
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

                          *     *     *

ACE Aviation Holdings still carries Dominion Bond Rating Service's
"B+" long-term local and foreign issuer credit ratings, which were
placed on April 20, 2006 with a negative outlook.


AKCEM CORP: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Akcem Corporation
        217B East Louisiana
        McKinney, TX 75069

Bankruptcy Case No.: 07-42642

Chapter 11 Petition Date: November 9, 2007

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Reedy Macque Spigner, Esq.
                  Spigner & Gallerson
                  555 Republic Drive, Suite 101
                  Plano, TX 75074
                  Tel: (972) 881-0581
                  Fax: (972) 424-1309

Total Assets: $1,498,842

Total Debts:    $391,175

Debtor's list of its Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Collin Central                   Property Taxes          $8,842
Appraisal District
250 West Eldorado Parkway
McKinney, TX 75069


ALLIANCE LAUNDRY: S&P Lifts Corp. Credit Rating to B- from CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Alliance Laundry Systems LLC to 'B-' from 'CCC+', and
removed all ratings from CreditWatch, where they were placed with
developing implications on Sept. 7, 2007.  In addition, S&P raised
its rating on the company's senior secured first-lien debt to 'B+'
from 'B' with a '1' recovery rating, indicating the expectation of
very high recovery (90%-100%) in the event of a payment default.  
The first-lien debt consists of a $260 million ($220 million
outstanding at June 30, 2007) term loan B and $55 million
revolving credit facility.  S&P also raised the rating on the
company's $150 million senior subordinated notes one notch to
'CCC' from 'CCC-'.  The outlook is developing.  About $425 million
of rated debt is affected.
     
S&P initially placed its ratings on Alliance Laundry on
CreditWatch with negative implications on Aug. 15, 2007, after the
company announced that it had identified errors in its
reconciliation of unvouched payables, which resulted in the
understatement of its liabilities and prevented the timely
filing of its June 2007 Form 10-Q.  S&P subsequently lowered the
ratings and placed them on CreditWatch with developing
implications on Sept. 7, 2007, after the company announced that
its understatement of liabilities was somewhat higher than
originally estimated, leading to a potential violation of its
financial covenants and loss of access to its revolving credit
facility.

As a result of these developments, the company sought and obtained
a bank amendment and waivers, which included an increase to its
consolidated leverage ratio covenant as of  June 30, 2007;
extended until Nov. 13, 2007, the time to file its June 2007
quarterly financial statements; and waived defaults arising from
any potential restatement of its financial statements for the year
ended Dec. 31, 2006, and quarterly financial statements through
March 31, 2007.
      
"The ratings upgrade reflects the company's ability to timely file
its restated financial statements and its Form 10Q for the period
ended June 30, 2007, prior to Nov. 13, 2007," said Standard &
Poor's credit analyst Christopher Johnson.  Alliance Laundry filed
prior to Nov. 13, 2007, its restated Forms 10K and 10Q for the
fiscal year ended Dec. 31, 2007, and quarter ending March 31,
2007, respectively, and filed its Form 10Q for the period ended
June 30, 2007.  "The upgrade also reflects the company's improved
liquidity position after it regained access to its revolving
credit facility [with about $22 million in availability] following
the amendment and waivers, and our expectation that the company
will generate meaningful cash flows in the second half of its
fiscal year.  Still, we remain concerned about future covenant
cushion under the company's bank financial covenants," the analyst
added.
     
The ratings on Ripon, Wisconsin-based Alliance Laundry reflect its
narrow product portfolio, high debt leverage, and thin credit
protection measures.
     
The developing outlook takes into account our concerns over
Alliance Laundry's tight covenant cushion, as well as S&P's
expectations that its cash flow will continue to improve.  S&P
could lower ratings if Alliance Laundry fails to maintain
compliance with its financial covenants or if the cushion on
them tightens.  Alternatively, S&P could raise ratings if Alliance
Laundry maintains compliance and improves the cushion on its
financial covenants to adequate levels.


AMERISOURCEBERGEN CORP: Board Lifts Share Purchase by $500 Million
------------------------------------------------------------------
The Board of Directors of AmerisourceBergen Corporation increased
the company's quarterly dividend rate 50% to $0.075 per common
share from $0.05 per common share.  The Board of Directors also
authorized a $500 million increase in its existing $850 million
share repurchase program, which allows the company to repurchase
its outstanding shares of common stock subject to market
conditions.

"Increasing our dividend and share repurchase program demonstrates
continued confidence in our performance and our disciplined use of
cash to deliver long-term value to our shareholders," R. David
Yost, AmerisourceBergen President & Chief Executive Officer, said.

As of Nov. 7, 2007, the company had approximately $89 million
remaining under the original $850 million share repurchase
program, which was authorized on May 24, 2007.  With the
$500 million increase, the company now has approximately
$589 million remaining under its existing share repurchase
program.  AmerisourceBergen currently has 167 million common
shares outstanding.

The company may repurchase the shares from time to time for cash
in open market transactions or by other means in accordance with
applicable federal securities laws, and will hold any repurchased
shares as treasury shares, which will be available for general
corporate purposes.

The quarterly dividend of $0.075 per common share will be payable
Dec. 3, 2007, to stockholders of record at the close of business
on Nov. 19, 2007.

                     About AmerisourceBergen

Headquartered in Valley Forge, Pennsylvania, AmerisourceBergen
Corporation (NYSE:ABC) -- http://www.amerisourcebergen.com/-- is  
one of the pharmaceutical services companies serving the United
States, Canada and selected global markets.  AmerisourceBergen's
service solutions range from pharmacy automation and
pharmaceutical packaging to pharmacy services for skilled nursing
and assisted living facilities, reimbursement and pharmaceutical
consulting services, and physician education.  AmerisourceBergen
employs more than 14,000 people.

                          *     *     *

AmerisourceBergen continues to carry Moody's Investor Services'
Ba1 long term corporate family and Ba1 probability of default
ratings.  The outlook is positive.


AMERICAN HOME: Amends Terms of AHM Sale Deal on DBSP's Stay Motion
------------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
amended the terms of their court-approved purchase agreement with
Wilbur Ross' AH Mortgage Acquisition Co. Inc.

The amendment follows DB Structured Products Inc.'s intention to
appeal before the U.S. District Court for the District of Delaware
the order of the U.S. Bankruptcy Court for the District of
Delaware approving the sale of the Debtors' loan servicing
business to AHM Acquisition, free and clear of liens, claims and
interests.

The Debtors are expected to sell their loan servicing business to
AHM Acquisition Co. Inc. for approximately $500,000,000, under
a two-stage closing process.  Included in the approved sale are
certain of the Debtors' rights and obligations arising out of a
master mortgage loan purchase and servicing agreement between the
Debtors and DBSP.

DB Structured Products asked the Bankruptcy Court to issue a
limited stay of the sale order solely insofar as it would
authorize the assignment of, and otherwise impair DBSP's rights
under, the MLPSA, pending an expedited appeal that it intends to
take to the District Court.

Accordingly, the Debtors asked the Court to deny DBSP's motion
given that they have recently agreed to a modification of the
purchase agreement as it relates to the sale and transfer of DBSP
servicing rights.

Under the amended purchase agreement, DBSP's servicing rights
are placed on a separate schedule, "Disputed Servicing
Agreements."

Pending a decision on DBSP's appeal, the mortgage loans under the
MLPSA will continue to be serviced by the Debtors through the
later of the final closing and Sept. 30, 2008, and the portion of
the total purchase price under the purchase agreement relating to
the unpaid principal balance of the loans serviced under the MLPSA
will be escrowed, subject to the final resolution of the appeal.

On Nov. 6, 2007, DBSP filed with the Court a notice stating that
it is withdrawing the stay motion.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 14, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Reaches Pact with Bear Stearns and EMC Mortgage
--------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
obtained the U.S. Bankruptcy Court for the District of Delaware's
approval of a settlement agreement that resolves the adversary
proceeding filed by Bear Stearns Mortgage Corp. and EMC Mortgage
Corp.

BSMCC and the debtor-defendants in the adversary proceeding,
namely, AHM Corp., AHM Investment, AHM Acceptance and AHM
Servicing, were parties to a certain Whole Loan Master Repurchase
Agreement, dated June 23,2004, pursuant to which BSMCC purchased
certain mortgage loans from the Defendants and the Defendants were
to repurchase the Purchased Mortgage Loans from BSMCC on demand,
or at a later, agreed upon date.

With respect to any purchase of Purchased Mortgage Loans by
BSMCC, the Repurchase Agreement provided that the Defendants
maintain a certain margin amount calculated at a previously
agreed upon percentage of the price at which the Defendants
agreed to repurchase the Purchased Mortgage Loans from BSMCC.

Pursuant to the Repurchase Agreement, if the Defendants failed to
maintain the requisite margin amount, the Defendants were
obligated, upon notice, to transfer cash in the amount of the
deficiency.  Failure to meet a Margin Call was an Event of
Default thus rendering all amounts immediately due and payable by
the Defendants and requiring that the Defendants transfer to
BSMCC all documents and subsequently received funds related to
the Purchased Mortgage Loans.

On August 10,2007, BSMCC sold the Purchased Mortgage Loans to
EMC on a servicing related basis as the result of the Defendants'
alleged prepetition failure to meet a certain Margin Call and
requested that the Defendants turn over all documents and
subsequently received funds related to the Purchased Mortgage
Loans.

On August 24, 2007, BSMCC and EMC initiated the Adversary
Proceeding, seeking a declaratory judgment that, among other
things, (i) the Defendants were obligated to provide access to
and deliver certain documents related to the Purchased Mortgage
Loans to EMC, (ii) the Defendants were obligated to transfer
certain documents related to the Purchased Mortgage Loans to EMC,
(iii) the Defendants were obligated to prevent commingling of
funds or payments related to the Purchased Mortgage Loans, (iv)
the Defendants breached the Repurchase Agreement, and (v) the
Defendants exercised and assumed an unauthorized right of
ownership of the Purchased Mortgage Loans by failing to turn same
over to EMC upon request.

The Debtors have filed an answer to the complaint.

As a result of extensive negotiations, the Parties have reached
an agreement the terms of which are embodied in the executed
Settlement Agreement.

Pursuant to the Settlement Agreement, the Defendants agreed to
convey to EMC, no later than November 2, 2007, all Servicing
Rights, related to the Purchased Mortgage Loans under the
Repurchase Agreement.

EMC and BSMCC will transfer $100,000 to AHM Servicing. In
addition, they will cause to be transferred the "Non-MSR Related
Collateral", consisting of:

    a. the security known as AHM 2004-lIIA with Original Face
       Amount of $3,015,925 with CUSIP No. 02660TAJ2;

    b. all Principal and Interest received by BSMCC on account
       of above security;

    c. cash collateral balances unrelated to the P&I payments
       believed to be $28,051, as of October 10, 2007 based on
       the collateral statement received from BSMCC; and

    d. interest on cash balances held by BSMCC using an industry
       rate of Fed Funds effective for cash collateral balances
       held by a swap or repo counterparty.

EMC and BSMCC will pay the Settlement Amount and release the Non-
MSR Related Collateral to the Defendants no later than two
business days after the completion of the Defendants' transfer
obligations under the Settlement, provided however, that in the
event that the Plaintiffs do not timely pay the Settlement
Amount, the Settlement Amount will accrue liquidated damages of
$1,000 per day calculated from and after the Transfer Date, plus
cost of collection, including reasonable attorneys' fees.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 14, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN TONERSERV: Sept. 30 Balance Sheet Upside-Down by $152,087
------------------------------------------------------------------
American TonerServ Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $4,375,923 in total assets and $4,528,010 in total
liabilities, resulting in a $152,087 total stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1,374,567 in total current assets
available to pay $4,047,915 in total current liabilities.

The company reported a net loss of $1,234,037 on revenues of
$1,086,602 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $732,724 on revenues of $172,952 in the same
period in 2006.

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?2529

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 1, 2007,
Perry-Smith LLP expressed substantial doubt about American
TonerServ Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006.  Perry-Smith pointed to the company's recurring
losses from operations, and shareholders' deficit as of Dec. 31,
2006.

                     About American TonerServ  

American TonerServ Corp., formerly Q Matrix Inc., (OTC BB:
ASVP.OB) -- http://www.americantonerserv.com/  -- is a  
consolidator in the highly fragmented printer supplies and
services industry.  ATS acquires, integrates and manages
independent businesses that deliver printer supplies, services
and equipment to small/mid-sized businesses.


AMORTIZING RESIDENTIAL: Moody's Cuts Ratings on Four Cert. Classes
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of four tranches
issued by Amortizing Residential Collateral Trust Mortgage Pass-
Through Certificates Series 2004-1.  The collateral consists
primarily of first-lien, subprime fixed and adjustable rate
mortgage loans.

The actions are based on the analysis of the current credit
enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to current
projected and stressed losses.

Complete rating actions are:

Issuer: Amortizing Residential Collateral Trust Mortgage Pass-
        Through Certificates Series 2004-1

   -- Cl. M5, currently A3; downgraded to Baa2;
   -- Cl. M6, currently Baa1; downgraded to Baa3.
   -- Cl. M7, currently Baa2; downgraded to Ba1;
   -- Cl. M8, currently Baa3; downgraded to B1.


ARCADIA RESOURCES: Posts $9.2 Million Net Loss in Second Quarter
----------------------------------------------------------------
Arcadia Resources Inc. reported Friday its financial results for
the second quarter and six months ended Sept. 30, 2007.

The company reported a net loss of $9.2 million for the second
quarter ended Sept. 30, 2007, compared with a net loss of $735,619
in the same period last year.

Net loss from continuing operations for the fiscal second quarter
of 2008 was $4.5 million.  Net loss from continuing operations for
the year-ago second quarter was $1.6 million.

Net revenues for fiscal second quarter 2008 were $38.7 million
versus $38.3 million for the same quarter last year.  The revenue
increase primarily reflected organic growth of approximately
$435,000 in the In-Home Health Services segment, which comprises
approximately 81% of total net revenues.  Revenues in the Retailer
and Employer Services segment and the Durable Medical Equipment
segment were essentially unchanged from the year-ago quarter.

EBITDA loss from continuing operations for the fiscal second
quarter of 2008 was $2.0 million, compared with positive EBITDA
from continuing operations of $452,000 a year ago.

For the first half of fiscal 2008, Arcadia reported a nearly 5%
rise in net revenues, to $77.9 million.  Net loss was
$16.6 million, compared with a net loss of $893,552 in the first
half of fiscal 2007.  Net loss from continuing operations was
$8.4 million, versus a net loss from continuing operations of
$1.9 million for the first half of fiscal 2007.

During the second quarter, the company disposed of the clinics and
certain DME business operations.  The financial results of those
operations are reported in discontinued operations for the second
quarter and six months ended Sept. 30, 2007.  The prior period
results have also been recast for consistency purposes.

Discontinued operations accounted for an additional loss of
$4.6 million and $8.2 million, for the second quarter and six
months ended Sept. 30, 2007, respectively.  Clinics accounted for
$6.4 million of the loss from discontinued operations for the
first half of fiscal 2008.

"While we are never satisfied to report a loss, we are proud of
the first half of fiscal 2008 in terms of our turnaround efforts
and the building of a 'new' Arcadia HealthCare," commented Marvin
R. Richardson, president and chief executive officer.  "As a
result of our operational and financial progress, we strengthened
the balance sheet by reducing long-term debt of approximately
$10 million since March 31, 2007.  And, based on recent monthly
results, we are pleased to reiterate our expectation that the
company will be cash flow and EBITDA positive by the third quarter
of fiscal 2008."

Commenting on several of Arcadia's strategic actions during the
second quarter of fiscal 2008, Mr. Richardson noted, "We took
concrete steps to deliver on our business goals, including the
divesting of our Clinic operations which produced significant
losses, divesting the Florida and Colorado Durable Medical
Equipment business units, financing Durable Medical Equipment
accounts receivable and improving Florida Medicare collections.  
In the process, we generated $5.8 million of cash without diluting
investors."

"We also announced a major DailyMed(TM) initiative with the State
of Indiana estimated to contribute approximately $40 million to
fiscal 2009 revenues.  Our collaboration with Indiana demonstrates
the great potential of our DailyMed(TM) compliance pharmacy
packaging system, which has been endorsed by multiple public
agencies in Indiana and will be promoted with a state-sponsored
direct-to-consumer campaign to 1.7 million Hoosier seniors.  This
will provide a solid foundation for additional payor contracts
leading to a national launch of DailyMed planned for fiscal 2009."

"To streamline our corporate operations, we closed four Arcadia
offices, moving our executive team to our new headquarters in
Indianapolis.  We continue to focus on improving earnings and cash
flow while seeking additional SG&A cost reductions and improvement
in our overall accounts receivable collections.  I feel that we
have delivered tangible results to our shareholders and look
forward to building upon this progress," Mr. Richardson concluded.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$105.2 million in total assets, $49.5 million in total
liabilities, and $55.7 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?2530

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 4, 2007,
BDO Seidman LLP, in Troy, Michigan, expressed substantial doubt
about Arcadia Resources Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations.

                     About Arcadia Resources

Headquartered in Indianapolis, Arcadia Resources Inc. (AMEX: KAD)
-- http://www.arcadiaresourcesinc.com/ -- is a national provider  
of alternate site healthcare services and products, including
respiratory and durable medical equipment; non-medical and medical
staffing, including travel nursing; comprehensive central fill and
licensed pharmacy services including its proprietary DailyMed(TM)
Pharmacy program and a catalog of healthcare-oriented products.


ARINC INC: Moody's Rates Proposed Credit Facilities at B2
---------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Arinc
Incorporated's proposed first lien credit facilities, consisting
of a revolving credit facility due 2013, a synthetic letter of
credit facility due 2014, and a term loan facility due 2014, as
well as a Caa2 rating to the company's proposed second lien term
loan due 2015.  The Corporate Family Rating was assigned at B3
with a stable outlook.

The proceeds from the debt offerings were used to partially
finance the acquisition of Arinc by private equity sponsor,
Carlyle Group.  Arinc's previous senior secured credit facilities
were repaid and terminated in their entirety upon close of the
acquisition financing transactions.  As such, Moody's will
withdraw all of Arinc's pre LBO ratings, including its Ba3
Corporate Family Rating and senior secured credit facilities'
ratings.

Arinc's B3 Corporate Family Rating post the LBO reflects high
leverage and weak interest coverage pro forma the new capital
structure.  As a result of its high debt burden, Arinc's credit
metrics are expected to remain in the single B-range for the
foreseeable future.  The company's operating margins, while
stable, are low relative to other aerospace and defense service
providers.  Moody's expects margins to improve as the company
begins to leverage its leading market shares in core commercial
segments and attempts to reduce the amount of government contract
work passed-through to subcontractors, but recognizes that these
efforts pose significant challenges in their implementation.

Arinc's annual revenues of nearly $1 billion benefit from the
stability provided by a diversified customer base, long-term
contracts with government agencies and commercial airlines, and
dominant market shares in air-to-ground commercial aviation
communications.  The essentiality of the company's services to the
transportation system also suggests some degree of revenue
stability over time.

However, a significant portion of recent revenue growth is
attributable to increased pass-through revenue and expansion in
airport information systems, which has yet to yield favorable
margins due to the high cost of gaining market share.  The company
is expected to generate modest free cash flow over the near term,
which should be used to repay a small portion of debt, but the
majority of this depends on the company's ability to realize cost
savings from proposed work force reductions and benefits from
restructuring initiatives.

The stable outlook reflects Moody's expectation that Arinc will
reduce leverage at a modest pace over the near to medium term
through a combination of operating margin improvement and modest
debt repayment from free cash flows.

Significant debt repayment or substantial margin improvement
resulting in metrics at these levels would be supportive of upward
movement in the ratings or outlook:

Leverage: debt/EBITDA below 6 times;

Interest coverage: EBIT/interest in excess of 1.5 times;

Cash flow: RCF/debt exceeding 7% with sustained positive FCF.

Failure to improve operating margins resulting in metrics at these
levels, or deterioration of liquidity due to prolonged negative
free cash flow and heavy reliance on revolver drawings could put
downward pressure on Arinc's ratings or outlook:

Operating margins: remaining less than 5%;

Leverage: debt/EBITDA remaining above 7 times;

Interest coverage: EBIT/interest remaining below 1 time;

Cash flow: RCF/debt less than 5%, or prolonged negative free
           cash flow.

Assignments:

Issuer: Arinc Incorporated (New)

   -- Probability of Default Rating, Assigned B3

   -- Corporate Family Rating, Assigned B3

   -- Senior Secured Revolving Credit Facility, Assigned B2
      (LGD3-37)

   -- Senior Secured Synthetic Letter of Credit Facility,
      Assigned B2 (LGD3-37)

   -- Senior Secured Term Loan Facility, Assigned B2 (LGD3-37)

   -- Senior Secured Second Lien Term Loan Facility, Assigned
      Caa2 (LGD5-87)

Arinc Inc., headquartered in Annapolis, Maryland, is a provider of
communications information technology products and services and
engineering services to the commercial aviation industry as well
as government agencies.


AURIGA LABS: Posts $8.1 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Auriga Laboratories Inc. reported Thursday its financial results
for the third quarter ended Sept. 30, 2007.

The net loss for the 2007 third quarter was $8.1 million, compared
to a net loss of $3.5 million in the same period in 2006.  The
2007 net loss includes $1.5 million of non-cash share-based
compensation costs under SFAS 123(R) and $300,000 of depreciation
and amortization expenses.  The third quarter of fiscal 2006
results included $2.4 million of non-cash share-based compensation
costs under SFAS 123(R) and $65,000 of depreciation and
amortization costs.

The company generated third quarter net revenue of $333,719,
compared to $1.8 million in the same period a year earlier, a
decrease of $1.5 million.  The decrease was primarily due to a
charge to the product returns reserve of $4.9 million, in-part due
to a $1.3 million one-time charge relating to certain products
affected by the FDA's recent federal register notices regarding
timed-release guaifenesin and hydrocodone, and also the difference
between gross prescription demand and gross revenues less sales
discounts.

For the nine months ended Sept. 30, 2007, net revenues increased
by 126% to $12.0 million from $5.3 million for the nine months
ended Sept. 30, 2006.  Auriga had a net loss for the nine months
ended Sept. 30, 2007, of $10.3 million, compared to a loss of
$10.3 million in the first nine months of 2006.

As of Sept. 30, 2007, the company had $1.5 million in cash and no
term debt, representing an increase of $1.2 million in cash and a
$2.2 million reduction in term debt as compared to the end of
fiscal 2006.  

At Sept. 30, 2007, the company's consolidated balance sheet showed
$14.6 million in total assets, $10.2 million in total liabilities,
and $4.4 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $6.8 million in total current
assets available to pay $10.2 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2534

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster P.S., in Spokane, Wash., raised substantial
doubt about Auriga Laboratories 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 auditor pointed
to the company's substantial operating losses since inception,  
negative working capital, and limited cash resources.

                    About Auriga Laboratories

Based in Norcross, Georgia, Auriga Laboratories Inc. (OTC BB:
ARGA) -- http://www.aurigalabs.com/ -- is a specialty  
pharmaceutical company building an industry changing commission-
based sales model targeting over 2000 filled territories by 2009.  
The company's high-growth business model combines driving revenues
through a variable cost commission-based sales structure,
acquisition and development of FDA approved products, all of which
are designed to enhance its growing direct relationships with
physicians nationwide.  Auriga's current product portfolio
includes 27 marketed products and 6 products in development
covering various therapeutic categories.


AXON FIN'L: Poor Portfolio Market Value Cues S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
ratings on Axon Financial Funding LLC and Axon Financial Funding
Ltd., co-issuers of the structured investment vehicle.  Standard &
Poor's also lowered its ratings on Axon's commercial paper,
medium-term note, and subordinated mezzanine note programs.  The
ratings remain on CreditWatch with negative implications, where
they were originally placed Sept. 14, 2007.
     
The downgrades reflect significant deterioration of the market
value of Axon's portfolio over the past week and Axon's decrease
in net asset value to below 20% of total paid-in capital.  If
Axon's NAV of total paid-in capital falls to 0%, the vehicle will
be accelerated and all senior liabilities will become due and
payable.  If an acceleration occurs, interest and principal
payments will be suspended and all senior liabilities will be paid
pari passu upon completion of the collateral liquidation.     
     
The downgrades follow Standard & Poor's analysis of the vehicle's
ability to pay the senior liabilities based on the market value of
Axon's portfolio.  Further deterioration of the assets' market
value, as provided by an independent third-party source, shows
that the senior liabilities are vulnerable to nonpayment according
to the terms of the respective liabilities.
     
The downgrade of Axon's subordinated mezzanine debt reflects the
declining market values and the vehicle's realized losses
resulting from ongoing asset liquidations.  Axon's subordinated
mezzanine notes are currently highly vulnerable to nonpayment.
     
The outstanding amount of Axon's senior debt is approximately
$8.477 billion, and the outstanding amount of the subordinated
mezzanine notes is approximately $890 million.
     
Axon is a SIV structure managed by Axon Asset Management Inc.,
which purchases assets, manages the portfolio, and oversees the
issuance of CP and MTNs.  The portfolio is predominantly invested
in structured finance assets, a considerable portion of which is
U.S. RMBS, CMBS, and CDO securities.
  
  
     Ratings Lowered and Remaining on Creditwatch Negative
   
   Axon Financial Funding LLC and Axon Financial Funding Ltd.
Up to $20 billion European and U.S. CP and MTN programs and up
      to $1.25 billion subordinated mezzanine note program
   
                                       Rating
                                       ------
                               To                   From
                               --                   ----
    Issuer credit         CCC/Watch Neg/C   BBB/Watch Neg/A-2+   
    CP                    C/Watch Neg       A-2/Watch Neg       
    MTN                   CCC/Watch Neg     BBB/Watch Neg        
    Sub. mezzanine notes  CCC-/Watch Neg    CCC+/Watch Neg


BALLY TECHNOLOGIES: Fitch Lifts Credit Facility Rating to B
-----------------------------------------------------------
Fitch Ratings upgraded Bally Technologies' secured bank debt
rating and affirmed Bally's Issuer Default Rating as:

   -- Secured bank credit facility upgraded to 'B/RR3' from 'B-
      /RR4';

   -- IDR affirmed at 'B-'.

The secured credit facility comprises a term loan with
$308 million outstanding and a $75 million revolver, which was
undrawn as of June 30, 2007.

Fitch has revised the Rating Outlook on Bally Technologies to
Stable from Negative.

The Rating Outlook revision reflects Bally's significant progress
in terms of its operating performance and its financial
restatements.  If those trends were to continue over the next
couple quarters, Fitch anticipates that additional positive rating
actions could occur.

The rating actions are based on Bally's significantly improved
product pipeline and solid acceptance of the Alpha platform over
the past two years, which is generating meaningful improvement in
its financial performance.  On Nov. 1, Bally announced its fiscal
4Q'07 and FY07 (period ending June 30) results and reiterated its
expectations for FY08, which were initially given on Aug. 21,
2007.  Driven by the improved product platform, Bally generated
26% revenue growth to $682 million in FY07 and expects 21-22%
growth in FY08 to more than $830 million.

Reported adjusted EBITDA increased to $138.5 million in FY07 from
$49.6 million in FY06.  Bally's leverage ratio according to its
credit facility as of June 30, 2007 was 2.17x versus a maximum
allowable of 3.75x, which declines to 3.50x as of Sept. 30, 2007.  
Bally's credit profile has improved dramatically fueled by the
improving operating profile.  As of June 30, 2007, Bally had
roughly $37 million in debt maturities through FY09, unrestricted
cash balances of $40.8 million (up from $12.4 million as of
Dec. 31, 2007), an untapped $75 million credit revolver, and a
somewhat flexible capex budget.

Tempering the financial improvement is the fact that Bally has
been under investigation by the SEC since 2005 and has been
untimely with its SEC filings.  In its most recent audited
financial statements Bally continues to note material weaknesses
in internal controls over financial reporting, with revenue
recognition and inventory valuation among the most significant
items.

While these items continue to be concerns that weigh on Bally's
credit ratings, Fitch notes that Bally has made significant
strides over the past 12 months with its restatements and becoming
current on its filings.  Bally has been restating its financial
results and filed its fiscal 4Q07 10Q and fiscal 2007 10K on
Nov. 2, 2007 (temporarily becoming current) and has now filed
three 10Ks and six 10Qs within the last 12 months. However, Bally
expects to miss the Nov. 9, 2007 deadline to file its fiscal 1Q08
10Q.

An additional concern centers around how Bally will fare when the
industry enters a new technology-driven upturn in the next 12-24
months with the onset of server-based gaming, which could benefit
Bally as well as the other major players including IGT, WMS, and
Aristocrat.

While competition has increased since the peak of the last cycle,
IGT is likely to remain the dominant player, in Fitch's view,
because it has the most financial resources, the broadest product
pipeline, and the largest sales/marketing team.  Fitch believes
Bally's improved financial position and operational turnaround
should help it to compete in the next cycle, but maintenance of
Bally's recent market share gains could become more challenging.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario.  Bally's Recovery
Ratings reflect Fitch's expectation that the enterprise value of
the company, and hence recovery rates for its creditors, will be
maximized in a restructuring scenario (going concern), rather than
a liquidation given Bally's limited tangible asset base.  An 'RR3'
recovery rating reflects Fitch's belief that 51-70% recovery,
including the assumption of a fully drawn revolver, is possible
under a distress scenario.


BLACKHAWK AUTOMOTIVE: Withdraws Request to Sell Equipment
---------------------------------------------------------
Blackhawk Automotive Plastics Inc. together with its parent
holding company, Tier e Automotive Group Inc., withdrew their
motion to sell their equipment, free and clear of liens.

Reasons for the withdrawal were not disclosed in documents
filed with the court.

On Nov. 8, 2007, the Debtors sought authority from the
U.S. Bankruptcy Court for the Northern District of Ohio
to sell certain items of manufacturing equipment to Stopol Inc.

On Oct. 23, the Debtors obtained two interim orders authorizing
them to obtain up to $3.7 million if debtor-in-possession
financing.

As a condition of the financing, the Debtors are required to
prosecute a sale of their business assets to be consummated within
approximately 120 days of the Debtors' bankruptcy filing.

Stopol has committed to purchase two units of equipment for an
aggregate price of $220,900 on or before Nov. 30.  Stopol also had
an option to purchase two additional units of equipment for an
aggregate price of $265,000 on or before Dec. 31.

Stopol is in the business of brokering equipment for ultimate
buyers requiring delivery on short notice.

Headquartered in Salem, Ohio, Blackhawk Automotive Plastics Inc.
manufactures injection molded plastic products and motor vehicle
parts and accessories.  The company filed for chapter 11
protection on October 22, 2007 (Bankr. N.D. Ohio, Case No. 07-
42671).  An affiliate, Tier e Automotive Group Inc., filed a
separate chapter 11 petition on the same day (Bankr. N.D. Ohio,
Case No. 07-42673) David M. Neumann, Esq. and William I. Kohn,
Esq. at Benesch, Friedlander, Coplan & Aronoff, L.L.P. represent
the Debtors.  When the Debtors filed for bankruptcy, they listed
assets and debts between $1 million to $100 million.


BROTMAN MEDICAL: Taps Imperial Capital as Investment Banker
-----------------------------------------------------------
Brotman Medical Center Inc. asks the United States Bankruptcy
Court for the Central District of California for authority to
employ Imperial Capital LLC as its investment banker.

Imperia Capital is expected to:

   a. advise the Debtor on a proposed purchase price and the form
      of consideration;

   b. assist the Debtor in developing, evaluating, structuring and
      negotiating the terms and conditions of a potential
      transaction;

   c. assist the Debtor in the preparation of solicitation
      materials with respect to the transaction and the Debtor;

   d. identification of and contacting selected qualified buyers
      for the transaction offering materials;

   e. assist the Debtor in arranging for potential buyers to
      conduct due diligence investigations;

   f. advise the Debtor with respect to a potential reorganization
      in lieu of outright sale, and assist the Debtor in assessing
      the relative merits of potential sale or reorganization
      transaction;

   g. assist the Debtor in obtaining court approval for the
      transaction, if applicable;

   h. assist in the consummation of the transaction; and

   i.  provide other financial advisory services with respect to
       the Debtor as may from time to time be agreed upon between
       the Debtor and the firm.

The Debtor tells the Court that the firm will receive an
initiation fee of $100,000 if the Debtor's employment request is
approved.

The firm will also receive in cash, 5% of the transaction
consideration received by the Debtor.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the estate and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of    
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The United
States Trustee for Region 16 has not appointed creditors who will
serve on an Official Committee of Unsecured Creditors in this
case.  When the Debtor filed for bankruptcy, it listed assets and
debts between $1 million and $100 million.


CALPINE CORP: Resolves Claims with Calgen & 1st Lien Noteholders
----------------------------------------------------------------
Calpine Corporation and its affiliated debtors in possession have
reached a claims settlement with Law Debenture Trust Company of
New York, as successor indenture trustee for the 9.625% First
Priority Senior Secured Notes due 2014.  Additionally, Calpine
reached a claims settlement with the holders of the First Priority
Secured Floating Rate Notes due 2009 issued by Calpine Generating
Company LLC and CalGen Finance Corporation and First Priority
Secured Institutional Term Loans due 2009 issued by CalGen and the
indenture trustee and administrative agent for such notes.  Both
of these settlements are subject to approval by the U.S.
Bankruptcy Court.

"In reaching these settlements, we have successfully addressed one
of our last major hurdles before emerging from Chapter 11 as a
financially stable, stand-alone company with an improved
competitive position in the energy industry," Robert P. May,
Calpine's Chief Executive Officer, said.  "We are very pleased to
have reached this agreement, and we continue to be proud of what
we have accomplished thus far in this process.  We remain on track
with our current timetable and expect to emerge from Chapter 11
prior to Jan. 31, 2008."

Under the agreement with the Calpine First Lien Debtholders, the
claims for make whole premium and damages claims asserted by the
First Lien Trustee and disputed by the Debtors and the Official
Committee of Unsecured Creditors have been settled and will be
allowed as claims against Calpine in the aggregate amount of
approximately $84 million plus interest, representing an allowed
secured claim of approximately $50.4 million, plus interest at the
contract non-default rate and an allowed unsecured claim of
approximately $33.6 million, plus interest at the contract non-
default rate.  In addition, the Debtors have agreed to pay up to
$3.5 million of the reasonable professional fees incurred by the
First Lien Trustee.

Under the agreement with the CalGen First Priority Noteholders,
the claims for contract damages and default interest asserted by
the First Priority Debt Representatives and disputed by the
Debtors have been settled and will be allowed as unsecured claims
against CalGen in the aggregate amount of approximately $50
million plus interest at the federal judgment rate, representing
approximately $20.1 million on account of make whole premium and
damages claims and approximately $29.1 million on account of
default interest claims.  In addition, the Debtors have agreed to
pay up to $3 million of the reasonable professional fees incurred
by the First Priority Debt Representatives and up to $684,000 of
the reasonable professional fees incurred by Whitebox Advisors
LLC.

The Debtors will seek approval of these agreements from the United
States Bankruptcy Court for the Southern District of New York on
Nov. 27, 2007.

                  About Calpine Corporation

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of the Plan is scheduled on Dec. 18, 2007.  (Calpine
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


CALPINE CORP: Rosetta Resources Files Adversary Counterclaims
-------------------------------------------------------------
Rosetta Resources Inc. has filed an answer and counterclaims to
Calpine Corp.'s complaint in the U.S. Bankruptcy Court for the
Southern District of New York adversary proceeding.  Rosetta's
answer details the inaccuracies contained in Calpine's complaint,
and rejects Calpine's characterization of the transaction by which
Calpine sold the shares of Rosetta to individual investors for
more than $1 billion in cash plus other valuable consideration.

As reported in the Troubled Company Reporter on Oct. 26, 2007,
the Court denied the request of Rosetta to dismiss Calpine's
fraudulent conveyance complaint, on the ground that it is
uncertain at this time as to whether Calpine's creditors will
receive a full recovery on their claims.

"In an effort to manufacture a claim against our company, Calpine
has grossly mischaracterized the underlying facts of the Rosetta
transaction," Michael Rosinski, Rosetta Resources Executive Vice
President and CFO, said.  "We intend to continue to vigorously
defend against Calpine's baseless claims, and prosecute our
counterclaims against Calpine to recover for any and all damages
Rosetta has suffered and may suffer as a consequence of Calpine's
actions."

Rosetta's counterclaims against Calpine allege that, if Calpine's
allegation in the complaint that it was insolvent at the time of
the Rosetta transaction is correct, its filings with the SEC and
its warranties to Rosetta and its new investors that it was
solvent at the time of the transaction would have been false and
misleading, and that Calpine's board of directors and its
sophisticated professionals knew or should have known of Calpine's
financial condition at the time those statements were made.  
Rosetta further claims that Calpine breached the agreements
pursuant to which Rosetta purchased the oil and gas business by
failing to complete the transaction in material respects and by
failing to pay over to Rosetta proceeds from operation of certain
properties that Calpine sold to Rosetta.  Rosetta also asserts
that if Calpine obtains any recovery from Rosetta in the adversary
proceeding, any such recovery would be subject to setoff against
the damages Rosetta is seeking against Calpine.

In the answer, Rosetta also identifies the factual inaccuracies in
the allegations contained in Calpine's complaint.  Calpine's
complaint mischaracterizes its spin-off of Rosetta, which was
Calpine's indirect subsidiary, to sophisticated institutional
investors as an "insider transaction," wrongly implying that
Calpine's executives and board were denied access to key
information about the value of the assets being sold.  Calpine
further mischaracterizes the sale as being $400 million short of
its oil and gas business' true value, when, in reality, Calpine
extracted the highest possible value at the terms it dictated and
a process it controlled.

The answer alleges that the Rosetta transaction involved the
private placement by two Calpine subsidiaries of the stock of
Rosetta to sophisticated investors.  Rosetta's answer alleges that
Calpine "spent millions of dollars," working with "some of the
most knowledgeable and well-respected experts in the industry,"
including investment bankers, petroleum engineers, accountants and
lawyers, "to value the oil and gas business that was sold."  The
entity formed for the purpose of the transaction, which became
Rosetta, was not permitted to retain its own advisors.  Rosetta's
answer further alleges that Calpine dictated the price at which it
was willing to sell, flatly rejecting a lower proposal when
initial efforts yielded insufficient offers to meet Calpine's
price.  The entire transaction was reviewed and approved by
Calpine's sophisticated board -- all of whom Calpine, as part of
its plan of reorganization, has proposed be released from any
liability for their actions.  In Calpine's own legal filings,
Calpine has alleged that its own board members (two of whom
(George Stathakis and Susan Wang) are still active members of
Calpine's board and one of whom (Kenneth Derr former Chairman and
CEO of Chevron) has an oil and gas background), were engaged in
waste of Calpine's corporate assets, breached their fiduciary
duties owed to Calpine's shareholders, and, at a minimum,
committed negligence, notwithstanding the myriad of professional
advisors who participated on the Rosetta transaction and provided
advice to these same board members.

Characterizing Calpine's allegations as "a transparent attempt to
manufacture leverage with which to extort additional funds from
Rosetta and its shareholders," Rosetta alleges that the
transaction and its price were "the product of a comprehensive,
fully-vetted and arms-length valuation process," culminating in
the representations by Deutsche Bank to the Calpine board that the
price constituted fair market value.  Rosetta points out that the
sale was the final part of Calpine's longstanding strategic
decision to sell its "non-core" oil and gas assets, resulting in a
price "at or above the highest range of valuations (of) any
investment banker retained by Calpine," which was "uniformly
applauded" by analysts after its terms were announced.

                         About Rosetta

Based in Houston, Texas, Rosetta is an independent oil and gas
company engaged in the acquisition, exploration, development and
production of oil and gas properties in North America. Its
operations are concentrated in the Sacramento Basin of California,
South Texas, the Gulf of Mexico and the Rocky Mountains.

                   About Calpine Corporation

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.

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


CERIDIAN CORP: Closes $5.3 Bil. Buyout Deal with Fidelity Nat'l
---------------------------------------------------------------
Fidelity National Financial Inc. has completed the acquisition
of Ceridian Corporation for approximately $5.3 billion.  FNF
contributed approximately $525 million of the total $1.6 billion
equity funding for the acquisition, resulting in a 33% ownership
stake for FNF in Ceridian.  

The majority of FNF's equity contribution was funded through a
borrowing under its existing bank credit facility.
   
"We are very excited about the acquisition of Ceridian," said FNF
chairman and chief executive officer William P. Foley, II.
"Ceridian provides FNF with a company that has leading market
positions in large, growing markets, long- term customer
relationships, recurring revenue, strong cash flow and a
significant margin expansion opportunity.  We look forward to the
opportunity it provides for us to continue to create
significant long-term value for FNF shareholders."
    
                     About Fidelity National

Headquartered in Jacksonville, Florida, Fidelity National
Financial Inc. (NYSE:FNF) -- http://www.fntg.com/--  fka Fidelity  
National Title Group Inc., through its subsidiaries, is a provider
of title insurance, specialty insurance and claims management
services.  The company also provides flood insurance, personal
lines insurance and home warranty insurance through its specialty
insurance subsidiaries.  In addition, FNF is a provider of
outsourced claims management services to corporate and public
sector entities through its minority-owned subsidiary, Sedgwick
CMS Holdings, Inc.

                    About Ceridian Corporation
  
Headquartered in Minneapolis, Minnesota, Ceridian Corporation
(NYSE:CEN) -- http://www.ceridian.com/-- is an information  
services company principally in the human resource, transportation
and retail markets.  The company's human resource solutions
business enables customers to outsource a range of employment
processes, such as payroll, tax filing, human resource information
systems, employee self-service, time and labor management,
benefits administration, employee assistance and work-life
programs, recruitment and applicant screening, and post-employment
health insurance portability compliance.  It has HRS operations in
the United States, Canada and the United Kingdom.  Ceridian
Corporation's Comdata subsidiary provides transaction processing,
financial services and regulatory compliance services to the
transportation and retail industries.  Comdata's products and
services include payment processing and the issuance of credit,
debit and stored value cards.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2007,
Moody's Investors Service assigned a B3 Corporate Family Rating to
Ceridian Corporation related to its $5.2 billion acquisition by
Thomas H. Lee Partners L.P. and Fidelity National Financial, Inc.   
In addition, Moody's assigned a B1 rating to its $2.55 billion
senior secured credit facilities ($2.25 billion term loan and
$300 million revolving credit facility), a Caa2 rating to its
$1 billion of senior unsecured notes (anticipated $600 million
cash pay and $400 million PIK toggle), and a Caa2 rating to its
$300 million of senior subordinated notes.


CHAMPION ENTERPRISES: Prices Tender Offering of 7-5/8% Notes
------------------------------------------------------------
Champion Enterprises Inc. has priced its tender offer and consent
solicitation for the company's outstanding 7-5/8% Senior Notes due
2009 (CUSIP No. 158496AB5).
    
The total consideration for the notes was calculated as of
10:00 a.m., New York City time, on Nov. 9, 2007, by reference to a
fixed spread of 50 basis points over the yield on the 3.875
percent U.S. Treasury note due May 15, 2009.  The reference yield
to maturity on the Reference Treasury Security, as of 10:00 a.m.,
New York City time, on Nov. 9, 2007 was 3.477%.
    
The company will pay the total consideration to holders of the
notes who validly tendered their notes and delivered their
consents prior to 5:00 p.m., New York City time, on Nov. 9, 2007,
and whose notes are accepted for purchase by the company, on
Nov. 13, 2007.  

The total consideration per $1,000 principal amount of the notes
that were validly tendered prior to the Consent Payment
Deadline will be $1,052.80, which includes a consent payment of
$30.  Holders of such notes validly tendered and accepted for
payment will also receive accrued and unpaid interest on such
notes from the last interest payment date to, but not including,
the Initial Payment Date.
    
At the final payment date, which is expected to be on or about
Nov. 28, 2007, holders tendering their notes after the
Consent Payment Deadline, but prior to 12:00 midnight, New York
City time, on Nov. 27, 2007, unless extended, whose notes are
accepted for purchase by the company, will receive the tender
offer consideration of $1,022.80, but will not receive the Consent
Payment.

Holders of such notes tendered after the Consent Payment Deadline
will also receive accrued and unpaid interest on such notes from
the last interest payment date to the Final Payment Date.
    
The company also disclosed that a majority of holders in
principal amount of the notes have provided the requisite consents
to amend the indenture governing the notes.  As of the Consent
Payment Deadline, the company had received tenders and consents
for $74,843,000 in aggregate principal amount of the notes,
representing approximately 90.94% of the outstanding notes.
    
Holders may no longer withdraw the notes previously or hereafter
tendered, except as described in the Offer to Purchase and Consent
Solicitation Statement, dated Oct. 29, 2007.
    
The Offer is subject to the satisfaction of certain conditions,
including the financing condition, the minimum tender condition,
the supplemental condition and other general conditions, as
described in the Offer to Purchase and Consent Solicitation
Statement, dated Oct. 29, 2007.
    
Questions about the tender offer and consent solicitation may be
directed to Credit Suisse at (212) 325- 4951 (collect). Holders
can request documents from D.F. King & Co., Inc., the information
agent and tender agent, at (888) 644-5854 (U.S.
toll free) or (212) 269-5550 (collect).

                 About Champion Enterprises Inc.

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

                          *     *     *

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


CHARMING SHOPPES: Board OKs New $200 Mil. Share Repurchase Program
------------------------------------------------------------------
Charming Shoppes Inc.'s board of directors has authorized a new
$200 million share repurchase program.  The share repurchases will
be made from time to time in the open market or through privately
negotiated transactions, and are expected to be funded from
operating cash flow.

The timing and number of shares purchased will depend on market
conditions, and shares acquired will be held as treasury stock.
The company expects to complete the program over the next several
years.

"Our new share repurchase program reflects our strong balance
sheet and cash flows from operations, confidence in our long- term
growth and our commitment to returning value to shareholders,"
Dorrit J. Bern, chairman, chief executive officer and president of
Charming Shoppes Inc. stated.

Under existing share repurchase programs, year to date, the
company has repurchased approximately 22 million shares.  There
are approximately 3.3 million shares remaining under the company's
existing 5 million share authorization.

The company expects to complete the current five million share
authorization by the end of the current fiscal year.

In a separate press statement, the company disclosed the
relocation of its Catherines Plus Sizes Memphis, Tennessee
operations to its Bensalem, Pennsylvania offices.

                    About Charming Shoppes Inc.
  
Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(NASDAQ:CHRS) - http://www.charmingshoppes.com/-- is a multi-
brand, multi-channel specialty apparel retailer focused on women's
plus-size specialty apparel.  The company operates in two
segments: Retail Stores segment and Direct-to-Consumer segment.  
Charming Shoppes operates 2,425 retail stores in 48 states under
the names LANE BRYANT(R), FASHION BUG(R), FASHION BUG PLUS(R),
CATHERINES PLUS SIZES(R), PETITE SOPHISTICATE(R), LANE BRYANT
OUTLET(TM), and PETITE SOPHISTICATE OUTLET(TM).

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Moody's Investors Service placed the 'Ba3' corporate family and
'Ba3' probability of default ratings of Charming Shoppes Inc. on
review for possible downgrade.


CHRYSLER LLC: Closing Sterling Heights Vehicle Testing Center
-------------------------------------------------------------
United Auto Workers union employees at a Chrysler LLC testing
facility on Metropolitan Parkway in Michigan will be reassigned
following the closure of the site, under the recently ratified
labor contract between the carmaker and the union, Terry Oparka of
C&G News reports.

Mr. Oparka wrote that according to Chrysler spokesman Dave
Elshoff, the Sterling Heights Vehicle Test Center, which employs
twenty employees and is listed as an industrial warehouse, is for
sale for $7 million.

Mr. Elshoff added that other Michigan facilities designated to be
shuttered are located in Windsor, in Detroit on Mound and and Van
Dyke, and in Plymouth.

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Chrysler disclosed that it would make volume-related reductions at
several of its North American assembly and powertrain plants, and
eliminate four products from its line-up.

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

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

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

"We have to move now to adjust the way our company looks and acts
to reflect a smaller market," Tom LaSorda, vice chairman and
president of the Chrysler Group, said.  "That means a cost base
that is right-sized and an appropriate level of plant
utilization."

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management  
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
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.


CITADEL BROADCASTING: Posts $447.8 Million Net Loss in 3rd Quarter
------------------------------------------------------------------
Citadel Broadcasting Corporation reported Friday its results for
the third quarter of 2007.

Net loss for the quarter ended Sept. 30, 2007, was $447.8 million,  
as compared to net income of $18.4 million for the same period in
2006.  Included in net loss for the quarter ended Sept. 30, 2007,
was approximately $463.2 million of asset impairment and disposal
charges, net of tax, and $4.6 million of stock-based compensation
expense, net of tax.  Included in net income for the quarter ended
Sept. 30, 2006, was $3.1 million of stock-based compensation
expense, net of tax.

Net revenues for the third quarter of 2007 were $240.2 million as
compared to $112.5 million for the third quarter of 2006.  The
increase in revenues was a result of the acquisition of ABC Radio
on June 12, 2007.  On a pro forma basis, which includes the
results of ABC Radio for the quarter ended Sept. 30, 2006, net
revenues were $249.2 million compared to $240.2 million for the
quarter ended Sept. 30, 2007.  

Farid Suleman, chairman and chief executive officer of Citadel
Broadcasting Corporation, commented: "The company is pleased with
the progress of integrating the ABC Radio and Network business
with our existing operations, and we are focusing our efforts on
the potential sale of certain radio stations, which is expected to
reduce the company's outstanding indebtedness."   

Operating loss for the third quarter of 2007 was $427.4 million as
compared to operating income of $40.3 million in the corresponding
2006 period, a decrease of $467.7 million.  The decrease in
operating income for the three months ended Sept. 30, 2007, is the
result of a $495.8 million asset impairment and disposal charge.
The asset impairment and disposal charge is related to an overall
deterioration in the radio market place and to a decline in the
company's stock price during the three months ended Sept. 30,
2007, as compared to the company's stock price that was used under
GAAP in the United States of America to record the ABC Radio
merger, coupled with a decline in the estimated fair value of
certain markets that are more likely than not to be disposed.

Net interest expense increased to $39.0 million for the quarter
ended Sept. 30, 2007, from $8.2 million for the quarter ended
Sept. 30, 2006, an increase of $30.8 million.  The increase in net
interest expense was primarily the result of the interest incurred
on the increased borrowings under the company's new senior credit
and term loan facility as a result of the merger with ABC Radio.

Income tax benefit for the quarter ended Sept. 30, 2007, was
$20.0 million, compared to income tax expense of $13.4 million  
for the quarter ended Sept. 30, 2006.  The income tax benefit for
the quarter ended Sept. 30, 2007, is related to the $495.8 million
asset impairment and disposal charges, which resulted in an income
tax benefit of approximately $32.6 million, partially offset by
the tax expense on pre-tax income excluding impairment loss.

Free cash flow was $41.6 million for the three months ended
Sept. 30, 2007, compared to $35.8 million for the three months
ended Sept. 30, 2006, an increase of $5.8 million.  The increase
in free cash flow is a result of the acquired ABC Radio business,
offset in part by an increase in interest costs and corporate
general and administrative expenses.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4.92 billion in total assets, $3.44 billion in total liabilities,
and $1.48 billion in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2528

                    About Citadel Broadcasting

Headquartered in Las Vegas, Nevada, Citadel Broadcasting Corp.
(NYSE: CDL) -- http://www.citadelbroadcasting.com/-- is a radio   
broadcaster focused primarily on acquiring, developing and
operating radio stations throughout the United States.  Citadel
is comprised of 169 FM and 61 AM radio stations, in addition to
the ABC Radio Network business.

                          *     *     *

Citadel Broadcasting Corp. still carries Moody's Investors Service
'Ba3' corporate family and 'Ba3' bank loan debt ratings.  The
rating outlook is stable.


CITY OF GILMER: Moody's Holds Ba1 Rating on $7.3 Mil. Tax Debt
--------------------------------------------------------------
Moody's Investor Services affirmed the Ba1 underlying rating on
the City of Gilmer's $7,255,000 outstanding general obligation
limited tax debt.  The rating action reflects the City's continued
negative fund balance; unfavorable budgeting practices; an
unwillingness to utilize the City's available taxing capacity; and
unresolved audit findings.

   Continued Financial Strain Without a Clear Recovery Plan

In September of 2005, Moody's downgraded the City of Gilmer from a
Baa3 to a Ba1.  In part, the downgrade was reflective of a
negative fund balance.  The negative fund balance has improved but
remains negative.  The FY 2006 fund balance was a negative $924K a
$257K improvement over FY 2005.  The budget continues to be
structurally imbalanced with budgeted operating expenditures
exceeding budgeted general fund operating revenues in FY 2006, FY
2007 and FY 2008.

In each of these years, the overage has been corrected with a
transfer from the sanitation and water and sewer funds.  Absent a
clearly defined transfer policy, as is the case with Gilmer, the
reliance of the general fund on the transfer creates a spiraling
dependency.  In FY 2008, the City increased the water and sewer
fee by 3% to support the $430K transfer to the general fund.

In addition to the proprietary fund transfer to support operating
expenditures, the City had utilized a line of credit to meet its
daily operating needs.  At the beginning of FY 2006, the balance
owed on the line of credit was $577K, representing 20% of the
City's overall operating revenues for the same fiscal year.  The
City paid $100K toward the principle amount during the fiscal
year.

The remaining balance along with the City's repeated reliance on
the water, sewer and sanitation transfer indicates a weak cash
position for the city.  Additionally, the City has not
demonstrated a sound and forward-looking approach to re-establish
a positive fund balance.  These factors and budgetary practices
are not consistent with an investment grade rating category.

      Deferred Utilization of Ad Valorem Revenue Stream

The City has experienced an upward trend in property values but
has not harnessed the revenue potential this trend could afford.  
The City reduced the property tax rate in FY 2006, 2007 and 2008.  
The FY 2008 tax rate of $6.50 per $1,000 assessed valuation is
well below the state constitutional limit of $25 per $1,000
assessed valuation. According to city management, the City has
avoided raising tax rates and is adverse to keeping rates steady
when there is growth in the base.  Taking into consideration
Gilmer's negative cash position, the unwillingness to utilize this
revenue stream is especially troubling and contributes to the
affirmation of the below investment grade rating.

                        Audit Findings

Also of concern to Moody's are "reportable condition" audit
findings that have not been addressed by the City.  In FY 2005,
the city's audit noted the absence of several internal control
measures related to journal entry accounting.  The exact findings
related to journal entry accounting were repeated in the city's FY
2006 audit.  Of particular concern to Moody's is city management's
lack of a well-formulated or articulated plan to correct these
findings.

                        Key Statistics

Estimated 2004 Population: 5,071

Per Capita Income: $16,823 (86% of state median)

2007 Full Value: $210 million

2007 Full Value per Capita: $45,204

Direct Debt Burden: 3.9%

Overall Debt Burden: 7.5%

Payout in Ten Years: 52.1%

FY 2006 General Fund Balance: Negative $924,474

General Obligation Debt Outstanding: $7.25 million


CITICORP MORTGAGE: Fitch Takes Rating Actions on 18 Deals
---------------------------------------------------------
Fitch Ratings upgraded four classes and affirmed 83 classes for
these Citicorp mortgage-pass through certificates:

Series 2002-11

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

Series 2002-12

   -- Class A affirmed at 'AAA'.

Series 2003-2

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AAA';
   -- Class B-2 affirmed at 'AA+';
   -- Class B-3 upgraded to 'AA' from 'AA-'.
   -- Class B-4 upgraded to 'A' from 'A-'.
   -- Class B-5 affirmed at 'BB+'.

Series 2003-3

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

Series 2003-4

   -- Class A affirmed at 'AAA'

Series 2003-5

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

Series 2003-8

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

Series 2003-10

   -- Class A affirmed at 'AAA'.

Series 2003-11

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

Series 2004-1

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

Series 2004-2

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

Series 2004-3

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

Series 2004-4

   -- Class A affirmed at 'AAA'.

Series 2004-5

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

Series 2004-6

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

Series 2004-7

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

Series 2004-8

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

Series 2004-9

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


The affirmations affect about $4.744 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The upgrades reflect an
improvement in the relationship of CE to future loss expectations
and affect about $3.8 million in outstanding certificates.

The mortgage loans consist primarily of fixed-rate 15-30-year
mortgages extended to prime borrowers and are secured by first
liens, primarily on one- to four-family residential properties. As
of the October 2007 distribution date, the transactions are
seasoned from a range of 34 to 59 months and the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from 0.09% (2002-11) to 0.72% (2004-4).
All of the loans are serviced by CitiMortgage Inc. which is rated
'RPS1' by Fitch.


CLAYTON WILLIAMS: Completes $21 Million Sale of Texas Assets
------------------------------------------------------------
Clayton Williams Energy Inc. has closed the sale of all of its
producing and nonproducing acreage in Pecos County, Texas to an
undisclosed buyer for $21 million, subject to typical post-close
adjustments.

The company expects to record a gain of approximately
$13 million in the fourth quarter of 2007 in connection with this
sale.  Proceeds from the sale were used to repay indebtedness on
the company's revolving credit facility.

Clayton Williams Energy Inc. (NasdaqGM: CWEI) --
http://www.claytonwilliams.com/-- is an independent energy   
company located in Midland, Texas.  It holds interests primarily
in the Permian Basin, Louisiana; and the Austin Chalk and Cotton
Valley Reef of Texas.

                          *     *     *

Moody's Investor Services placed Clayton Williams Energy Inc.'s
long term corporate family ratings at 'B2' in July 2005.  The
ratings still hold to date with a stable outlook.


COUNTRYWIDE FIN'L: Credit Rating Cut Cues Funding Modification
--------------------------------------------------------------
Countrywide Financial Corporation has modified its funding
structure by reducing its reliance on the public debt and non-
agency secondary mortgage markets after credit rating agencies
downgraded the company's debt ratings due to current market
conditions and constrained liquidity, the company's Nov. 9, 2007
regulatory filing with the Securities and Exchange Commission
disclosed.

Specifically, Countrywide:

   * accelerated the integration of its mortgage banking
     activities into its bank subsidiary which has more stable
     funding and more access to highly reliable sources of funds
     which are less dependent on the capital markets during
     periods of market stress;

   * significantly changed its underwriting standards, focusing
     the bulk of its current loan production on loans that are
     available for direct sale to or securitization into programs
     sponsored by the government-sponsored agencies (Fannie Mae,
     Freddie Mac and Ginnie Mae);

   * procured other sources of financing, including:

     -- drawing the full $11.5 billion amount of its committed
        revolving credit facilities established to provide
        liquidity in the event of a disruption in the commercial
        paper market;

     -- making a private issuance of $2.0 billion of 7.25%
        convertible cumulative preferred stock;

     -- negotiating $7.5 billion of committed repurchase
        facilities, which included renewals of $2.5 billion of
        existing uncommitted repurchase facilities;

     -- negotiating an increase of $5.5 billion of an uncommitted
        but highly reliable repurchase facilities with a
        government-sponsored enterprise; and

     -- implementing an aggressive campaign to attract and retain
        bank deposits, including significant expansion of its
        network of financial centers.

David Sambol, Countrywide's president and chief operating officer
and director, relates that to retain access to the public debt
markets, it is critical for the company to maintain investment-
grade credit ratings.

Among other things, Mr. Sambol says, maintenance of the company's
current investment-grade ratings requires that the company has
high levels of liquidity, including access to alternative sources
of funding such as deposits and committed lines of credit provided
by highly rated banks.   The company must also maintain adequate
capital that exceeds current rating agency requirements.

Mr. Sambol notes that while Countrywide retains its investment
grade ratings, all three rating agencies have placed the company's
ratings on some form of "negative outlook."

He warns that should the company's credit ratings drop below
"investment grade," its access to the public corporate debt
markets could be severely limited.

"The cutoff for investment grade is generally considered a long-
term rating of BBB- (or Baa3 Moody's Investors Service), which is
equal to our lowest current rating.  Furthermore, we expect that
renegotiation or replacement of our existing financing
arrangements beyond their current maturity dates will involve more
restrictive terms and higher relative rates than those presently
in place," Mr. Sambol explains.  

According to Mr. Sambol, any reduction of Countrywide's credit
ratings below investment grade could, among others:

   a) subject the company's roughly $5.5 billion custodial
      deposits to placement with another bank;  

   b) negatively affect the company's ability to retain its
      commercial deposits; and

   c) cause difficulty to the company's broker-dealer in
      conducting trading operations.

Mr. Sambol points out that the company has responded to the risks
by procuring additional sources of liquidity, including $9.2
billion of cash and cash equivalents as of Sept. 30, 2007.

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

                     Bankruptcy Speculation

Kenneth Bruce, a Merrill Lynch & Co. analyst in San Francisco,
raised the possibility that Countrywide might need to seek
protection from creditors under chapter 11 in a research report
entitled "Liquidity is the Achilles heel" distributed to Merrill
Lynch clients.  "If liquidations occur in a weak market, then it
is possible for CFC to go bankrupt," Mr. Bruce wrote.   

With $209 billion in assets and $194 billion in liabilities,
Countrywide would be the largest chapter 11 filing in U.S.
history by those measures.

The company however gave banking customers reassurance that their
money was safe.  That company cited that it has assets of more
than $100 billion; has investment-grade ratings from three major
credit rating agencies; and credit woes currently hurting its
lending business won't affect federally insured deposits.

Countrywide also disclosed that it received a $2 billion strategic
equity investment from Bank of America which was completed and
funded Aug. 22, 2007.

In September 2007, Countrywide completed more than 17,000 loan
modifications and is on target to complete nearly 25,000 in 2007,
in its ongoing effort to curb foreclosures.


CRICKET COMMS: Moody's Holds B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service lowered Cricket Communications Inc.'s
speculative grade liquidity rating to SGL-4 from SGL-1 and
affirmed the company's long term ratings, including its B2
corporate family rating.

The lowering of Cricket's liquidity rating reflects the potential
that the company may become in technical default under the terms
of its bank agreement following the announcement made by Cricket's
parent company, Leap Wireless International Inc. that Leap will
restate its financial results for the period of Jan 1 2004 to June
30, 2007 to correct for certain errors in previously reported
service revenues, equipment revenues and operating expenses.

While Moody's expects that the company will successfully receive a
waiver over any potential default that may occur as a result of
the restatements, the liquidity rating incorporates no such
expectation.

Downgrades:

Issuer: Cricket Communications, Inc.

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-4
      from SGL-1

The restatements are expected to result in a net aggregate
reduction of both service revenues and operating income by
$20 million compared to previously reported aggregate service
revenues and operating income of about $3.1 billion and
$125 million respectively.  This may result in a default under
Cricket's senior secured credit agreement arising from a potential
breach of representations regarding the presentation of Leaps
prior financial statements and require the immediate repayment of
Cricket's $890 million in senior secured term debt and $1.1
billion in senior unsecured notes which Cricket does not otherwise
have the committed resources to satisfy.

Moody's changed Cricket's outlook to developing in September 2007
to reflect the potential that the company's parent (Leap Wireless
International Inc.) may reach an agreement to merge with MetroPCS
Communications Inc.  While PCS has withdrawn its offer for Leap,
Moody's believes the potential for a merger continues to exist
evidenced in part by Leap's request for its lenders to amend the
timing of when a change of control provision is triggered.  As
such, Cricket's outlook continues to be developing.

Leap Wireless International Inc. wholly-owns Cricket
Communications Inc., which is a wireless service provider.  Both
companies are headquartered in San Diego, California.


DANA CORP: Gets Banks' Proposals for $2 Billion Exit Financing
--------------------------------------------------------------
Dana Corp. and its debtor-affiliates have received proposals from
10 financial institutions in connection with the exit financing
contemplated in their joint plan of reorganization and the
bankruptcy court-approved Disclosure Statement.  The Debtors are
seeking a $2 billion loan to exit Chapter 11 by the end of 2007.

Dana has sought permission from the U.S. Bankruptcy Court for the
Southern District of New York to enter into and perform under a
commitment letter and a fee letter, which allows the payment of
commitment fees and reimbursement of out-of-pocket expenses.  
Dana, however, has yet to identify the lenders or financial
institutions who will syndicate or provide the loan.

Corinne Ball, Esq., at Jones Day, in New York, told the Court
that the Debtors, with the assistance of Miller Buckfire & Co.,
LLC, and AlixPartners, LLP, their financial advisors, are still
in the process of selecting and negotiating the optimal financing
package from proposals submitted by more than 10 financial
institutions.

"The Debtors need to proceed expeditiously to stay on target to
emerge from chapter 11 by the end of 2007 and anticipate that
they will be in a position to file the Commitment Letter with the
Court on or about November 16, 2007," Ms. Ball says.

The Debtors have asked the Court to hold a hearing on Nov. 28,
2007, to consider approval of the Commitment Letter.  Objections
are due Nov. 21, 2007, at 4:00 p.m.  The Debtors said that in any
event, they will file the Commitment Letter with the Court at
least three business days prior to the scheduled hearing.

According to Ms. Ball, the Commitment Documents will contain
customary terms and conditions found in similar types of
financing, and will generally provide for an Exit Facility
consisting of:

   (a) Up to $2 billion senior credit facility, which will
       consist of:

         -- $650 million asset-based revolving credit facility
            with a sublimit for letters of credit to be
            determined; and

         -- $1.35 billion term loan.

   (b) Maturity is expected to be between five to seven years.

   (c) The collateral securing the exit facility is  
       substantially all of the Debtors' assets, including a
       pledge of 65% of the stock of each of the Debtors'
       foreign subsidiaries.

   (d) The interest rate and fees are still to be negotiated
       but will be consistent with market rates used in similar
       financing type.

   (e) The Exit Facility will contain affirmative and negative
       covenants, representations and warranties and events of
       default customary for similar types of financings.

   (f) The Revolver will be undrawn at closing.  The proceeds
       of the Term Loan will be used at closing to repay
       existing claims against the Debtors pursuant to the
       Plan, including repaying in full the DIP Credit
       Agreement, and any excess proceeds will remain on the
       balance sheet of the Reorganized Debtors.

                     About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/--designs and manufactures products for every  
major vehicle producer in the world, and supplies drivetrain,
chassis, structural, and engine technologies to those companies.
Dana employs 46,000 people in 28 countries. Dana is focused on
being an essential partner to automotive, commercial, and off-
highway vehicle customers, which collectively produce more than 60
million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As of Aug. 31,
2007 the Debtors listed $6,878,000,000 in total assets and
$7,551,000,000 in total debts resulting in a total shareholders'
deficit of $673,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors. Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker. Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors. Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders. Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007. On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan. The Court has set Dec.
10, 2007, to consider confirmation of the Plan. (Dana Corporation
Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Wants DIP Financing Maturity Date Extended
-------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend its
$4,500,000,000 bankruptcy loan for five months to June 28, 2008,
with an option to further extend to Sept. 30, 2008, to give it
more time to exit Chapter 11 protection after changing the terms
of its reorganization plan.

The Debtors had previously obtained Judge Drain's approval to
enter into a postpetition financing facility with JPMorgan Chase
Bank, N.A., the administrative agent for certain lenders.  The DIP
Facility, among other things, refinanced both the $2,000,000,000
first amended DIP credit facility arranged by J.P. Morgan
Securities Inc., Citigroup Global Markets, Inc., and Deutsche Bank
Securities Inc. in Nov. 21, 2005, and the approximate
$2,500,000,000 outstanding on the $2,825,000,000 credit facility
obtained by the Debtors prior to filing for bankruptcy.

The DIP facility consists of:

     Tranche   Commitment
     -------   ----------
       A       $1,750,000,000 first priority revolving credit
               facility

       B       $250,000,000 first priority term loan

       C       $2,500,000,000 second priority term loan

The DIP Facility, on its current terms, matures on the date of
the earlier of (i) December 31, 2007 or (ii) the date of the
substantial consummation of a reorganization plan that is
confirmed pursuant to an order of the Court.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, tells the Court that the maturity
date of the existing credit facility must be extended in light of
the Debtors' timetable of emerging from bankruptcy by the end of
the first quarter of 2008.  Delphi had earlier planned to emerge
from Chapter 11 by the end of 2007.

The Debtors and the DIP Lenders have negotiated and entered into
an amendment to DIP Credit Agreement.  The key modifications
achieved as a result of the amendments are:

                Current DIP              Amended And Restated
                Credit Agreement         DIP Credit Agreement
                ----------------         --------------------
Maturity Date   Earlier of               Earlier of
                (i) Dec. 31, 2007 and    (i) June 30, 2008,
with                 
                (ii) substantial         option to further extend
                consummation of plan     to further extend to
                                         September 30, 2008 if  
                                         Delphi pays an amount
                                         equal to 25 basis points
                                         of the Tranche A
                                         commitment, the Tranche
                                         B loan, and the Tranche
                                         C loan and (ii)
                                         substantial consummation
                                         of plan

Add'l Interest  Tranche A               Prior to July 1, 2008
on JP Morgan's    Borrowings: 1.50%     Tranche A
Alternate       Tranche B                 Borrowings: 1.75%
Rate              Borrowings: 1.25%     Tranche B   
                Tranche C                 Borrowings: 1.75%
                  Borrowings: 1.75%     Tranche C
                                          Borrowings: 2.25%

                                        From & after July 1, 2008
                                        Tranche A
                                          Borrowings: 2.00%
                                        Tranche B
                                          Borrowings: 2.00%
                                        Tranche C
                                          Borrowings: 2.50%
                      
Add'l Interest  Tranche A               Prior to July 1, 2008
on LIBOR          Borrowings: 2.50%     Tranche A  
                Tranche B                 Borrowings: 2.75%
                  Borrowings: 2.25%     Tranche B   
                Tranche C                 Borrowings: 2.75%
                  Borrowings: 2.75%     Tranche C
                                          Borrowings: 3.25%

                                        From & after July 1, 2008
                                        Tranche A
                                          Borrowings: 3.00%
                                        Tranche B
                                          Borrowings: 3.00%
                                        Tranche C
                                          Borrowings: 3.50%

Global EBITDAR  For each rolling 12     For each rolling 12   
Covenants       fiscal month period     fiscal month period
                ending on the last      ending on the last day of
                day of the months       the months Dec. 31, 2007
                March 31, 2007          through Aug. 31, 2008  
                through Nov. 30, 2007   with a global EBITDAR
                with a global EBITDAR   ranging from $475,000,000
                ranging from            to $500,000,000
                $130,000,000 to
                $375,000,000

PBGC            -- None--               DIP Lenders consent to
Replacement                             consummation of
Liens                                   transactions authorized
                                        under DASHI Intercompany
                                        Transfer Order

The proposed Amended and Restated DIP Credit Agreement contains
fee provisions, including, among other things, certain commitment
fees and letter of credit fees.  

Other fee provisions are contained in a separate fee letter,
which the parties have agreed would be kept confidential.  The
fee letter will be provided, upon request, to counsel to the
Statutory Committees and the U.S. Trustee and will be made
available to the Court for review.

The Debtors also propose that they be authorized, but not
directed, to perform, and take all actions necessary to make,
execute, and deliver the Amendment together with all other
documentation executed in connection therewith and to pay the
related fees.

A copy of the form of Amendment to the DIP Facility is available
for free at:

           DIP Lenders Consent to Intercompany Transfer

As previously reported, the Debtors obtained the Court's approval
(i) for Delphi Automotive Systems (Holding), Inc., to effectuate
the transfer funds accumulated from certain of its global
affiliates to Delphi Automotive Systems LLC; and (ii) use the
proceeds of the transfer, subject to the requisite consent of the
DIP Lenders.  In connection with the intercompany transfer, the
Debtors proposed to grant the U.S. Pension Benefit Guaranty
Corp., on account of unpaid contributions to certain Delphi
pension plans, adequate protection of its asserted interests in
the form of replacement liens in the amount of $255,000,000 upon
certain DASHI assets already encumbered by the Current DIP
Facility.

As memorialized in the Amended and Restated DIP Credit Agreement,
the DIP Lenders have consented to the Intercompany Transaction,
including the use of proceeds and the granting of the replacement
liens to the PBGC.  In addition,

    -- In the event the Debtors accumulate any further funds from
       their global affiliates, the Debtors also negotiated a
       provision that should obviate the need for further consent
       by the DIP Lenders.  Specifically, they agreed that the
       replacement liens, and any additional liens, granted to
       the PBGC will be permitted but subject to and subordinate
       to the liens granted to the Agent for the benefit of the
       DIP Lenders and the liens granted to any "Setoff Claimant"
       set forth in the DIP Order.

   --  In connection with their consent to the PBGC Liens, the
       DIP Lenders required clarification that the PBGC will be
       treated like all other subordinated secured creditors
       under the DIP Order.

The Debtors also ask the Court to waive the 10-day stay period
under Rule 6004(g) of the Federal Rules of Bankruptcy Procedure
for the use, sale, or lease of property.  By waiving the 10-day
period, the Debtors will be able to consummate the Intercompany
Transaction, thereby allowing them to immediately take advantage
of the $650,000,000 intercompany transfer.  By using these funds,
the Debtors will be able, among other things, to reduce their
interest expense on the Current DIP Facility.

Mr. Butler asserts that approval of the Amendment will allow the
Debtors to consummate the Intercompany Transaction, which, among
other things, will provide a definitive source of liquidity on
favorable terms to the Debtors and enable the Debtors to maximize
efficiencies.

                       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).


DELPHI CORP: Wants to Enter into $6.8 Billion Exit Financing
------------------------------------------------------------
Delphi Corp. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's permission to enter
into engagement and fee letters in connection with exit financing
arrangements to be organized by JPMorgan Securities Inc., JPMorgan
Chase Bank, N.A., and Citigroup Global Markets Inc.

Exit financing is a necessary and integral component of the
Debtors' strategy for emergence from Chapter 11, John Wm. Butler,
Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, relates.

The Debtors, Mr. Butler says, need to enter into exit financing
arrangements to:

   (a) satisfy certain claims arising in connection with the
       existing DIP financing;

   (b) make other payments required under the proposed Joint Plan
       of Reorganization; and

   (c) fund the Debtors' post-reorganization operations.

To ensure that exit financing arrangements are in place upon
their emergence from Chapter 11, the Debtors have obtained an
engagement letter from JPMorgan and Citigroup.  JPMorgan and
Citigroup have agreed to assemble a syndicate of lenders to
provide the Debtors with exit financing arrangements, Mr. Butler
tells the Court.

The Exit Financing Arrangements consists primarily of these
facilities:

   (a) a $1,600,000,000 senior secured first lien asset-based
       revolving credit facility;

   (b) a $3,700,000,000 senior secured first-lien term facility;
       and

   (c) a $1,500,000,000 senior secured second-lien term facility,
       of which up to $750,000,000 will be in the form of a note
       issued to General Motors Corp. in connection with the
       distributions contemplated under the Plan.

The Debtors, Mr. Butler relates, will negotiate and enter into
definitive credit documents with respect to the Exit Financing
Arrangements as soon as practicable.  The Exit Lenders'
obligation to fund the Exit Financing Arrangements under the
definitive documents will be contingent upon, among other things,
confirmation of the Plan, he clarifies.

As consideration for their commitments and agreements, the
Debtors propose to pay JPMorgan and Citigroup certain
nonrefundable fees and reimburse certain expenses pursuant to a
fee letter.

The Debtors have also agreed to indemnify JPMorgan and Citigroup
in certain circumstances and subject to certain conditions.

Mr. Butler notes that the payment of certain fees or expenses may
be required prior to the Debtors' emergence from Chapter 11.  No
amount, however, will be payable upon entry of the proposed
order granting the Debtors' request, he assures the Court.  
Moreover, no fees will be payable prior to JPMorgan and Citigroup
having completed syndication and the Debtors having agreed to the
terms of definitive documents.  In the event the transactions
contemplated in the Engagement Letter are not completed, the
Debtors will not be obligated to reimburse the JPMorgan and
Citigroup for expenses in excess of $500,000, Mr. Butler adds.

The Debtors' entry into the Exit Financing Arrangements,
Mr. Butler points out, is a condition to the effectiveness of the
Plan.  The Debtors, he avers, have conducted an expansive and
thorough investigation of available exit financing alternatives
and have eventually determined that the offer presented by
JPMorgan and Citigroup is the best one.

                   Redacted Engagement Letter

The Debtors subsequently obtained the Court's permission to file
the Engagement Letter in redacted form and the Fee Letter under
seal.

A redacted version of the Engagement Letter among the Debtors,
JPMorgan and Citigroup is available for free at:

              http://ResearchArchives.com/t/s?2533

Judge Drain directs the Debtors to serve unredacted copies of the
Engagement Letter and Fee Letter solely on (i) the U.S. Trustee;
(ii) counsel to the Statutory Committees; and (iii) other parties
as deemed appropriate by the Court.

The Engagement and Fee Letters contain highly sensitive and
confidential terms in connection with the relationship among the
Debtors, JPMorgan, and Citigroup, including terms related to
pricing, fees, and prepayment premia, if any, Mr. Butler
explains.  He points out that because the Engagement Letter
provides for a "best efforts" standard for JPMorgan and Citigroup
rather than a firm commitment to provide the Exit Financing
Arrangements on particular terms, full public disclosure of the
Engagement Letter could prejudice the Debtors' ability to
negotiate its terms with potential members of the Syndicate
Lenders that JPMorgan and Citigroup will endeavor to assemble.

                       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).


DELPHI CORP: Committee Says Disclosure Statement is Inadequate
--------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the  U.S.
Bankruptcy Court for the Southern District of New York to deny
approval of the Disclosure Statement explaining Delphi Corporation
and its debtor-affiliates' Joint Chapter 11 Plan of
Reorganization.

As reported in yesterday's Troubled Company Reporter, the Court
agreed to continue until Nov. 29 the hearing to consider the
adequacy of the Disclosure Statement at the request of the Debtors
and the Official Committee of Equity Security Holders.

The Committee argues that the Disclosure Statement fails to
provide adequate information concerning matters that are important
to the Debtors' creditors in their evaluation of whether to vote
for or against the Plan.

The Plan, as currently drafted, ceases the accrual of
postpetition interest to General Unsecured Claims other than
TOPrS Claims on Dec. 31, 2007, even though it will not have been
confirmed by that date, Robert J. Rosenberg, Esq., at Latham &
Watkins LLP, in New York, points out.

The EPCA Amendment, Mr. Rosenberg notes, requires the Debtors to
issue additional  Direct Subscription Shares to the Appaloosa
Plan Investors without the  Investors' payment of any additional
consideration.  The issuance of the additional shares will
materially reduce the conversion price of the preferred shares
and dilute the value of the common stock to be distributed to
holders of General Unsecured Claims, he contends.

The Creditors Committee and the Debtors are continuing to discuss
potential resolutions, Mr. Rosenberg relates.  He informs the
Court that absent acceptable resolution, the Creditors Committee
will not support the Plan.

                       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).


DELPHI CORP: Senior Noteholders Balk at Disclosure Statement
------------------------------------------------------------
Eight holders of Senior Notes in Delphi Corp. asks the United
States Bankruptcy Court for the Southern District of New York to
disapprove the Disclosure Statement explaining the Debtors' Joint
Chapter 11 Plan of Reorganization.

The eight Senior Noteholders are:

   * Caspian Capital Advisors, LLC,
   * Castlerigg Master Investments Ltd.,
   * Davidson Kempner Capital Management LLC,
   * Elliott Associates, L.P.,
   * Gradient Partners, L.P.,
   * Sailfish Capital Partners, LLC,
   * Whitebox Advisors, LLC, and
   * Wilmington Trust Company, as indenture trustee.

As reported in yesterday's Troubled Company Reporter, the Court
agreed to continue until Nov. 29 the hearing to consider the
adequacy of the Disclosure Statement at the request of the Debtors
and the Official Committee of Equity Security Holders.

the Senior Noteholders contend that the Court should not approve
the Disclosure Statement and allow the Debtors to solicit
acceptances of the Plan because the Plan contains a patently
nonconfirmable classification scheme

The Senior Noteholders, among other things, complain that the
Plan:

    -- groups dissimilar claims in the same class in violation of
       Section 1122(a) of the Bankruptcy Code; and

    -- provides different treatment to claims classified together
       within a single class in violation of Section 1123(a)(4)
       of the Bankruptcy Code.

Class 1C of the Plan contains the claims of the Senior
Noteholders and holders of the subordinated TOPrS Claims, Allan
S. Brilliant, Esq., at Goodwin Procter LLP, in New York, notes,
on behalf of Caspian, et al.  Mr. Brilliant points out that TOPrS
claimholders, although classified in the same class with the
Senior Noteholders and other General Unsecured Creditors, do not
receive the same distribution as the other Claims in Class 1C.

The Plan is also unconfirmable because it does not enforce the
subordination agreement between the Senior Notes and TOPrS Claims
thereby violating Section 510(a) of the Bankruptcy Code,
Mr. Brilliant asserts.

The Disclosure Statement, Mr. Brilliant contends, does not
contain adequate information on many critical issues as required
by Section 1125(a) of the Bankruptcy Code regarding a number of
topics, including:

   (a) the value of the distributions that will be made to
       creditors;

   (b) the valuation of the New Common Stock;

   (c) the likelihood of the Debtors obtaining exit financing and
       the consequences if the Debtors do not obtain exit
       financing before the hearing to consider confirmation of
       the Plan or the Effective Date of the Plan;

   (d) the factors required for the Debtors' substantive
       consolidation and the effect it has on various creditor
       groups;

   (e) the costs, benefits and effects of the settlement of the
       GM Claim;

   (f) the releases provided to non-Debtor parties under the
       Plan; and

   (g) the impact, on the recoveries paid to General Unsecured
       Creditors, of the Debtors' attempts to provide a recovery
       to otherwise subordinated creditors under the MDL
       Settlements.

The Senior Noteholders therefore ask the Court to disapprove the
Disclosure Statement.

Wilmington Trust also asks the Court to direct the Debtors to
reclassify the Senior Notes and the TOPrS Claims in different
classes.

The Disclosure Statement must clearly and concisely inform the
holders of the Senior Debt of the actual value of their recovery
under the Plan, Edward M. Fox, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, in New York, maintains, on Wilmington
Trust's behalf.  "Valuation euphemisms such as 'negotiated plan
value' or 'deemed value' are not acceptable.  Rather, the Debtors
must indicate the value of recoveries on a fully diluted basis
based on the range of value estimated by the Debtors investment
banker and financial advisor, Rothschild [Inc.], with particular
emphasis on its mid-point valuation," Mr. Fox asserts.  The
Debtors should also explain why substantive consolidation of
their assets and liabilities is necessary and appropriate while
consolidation of the 42 Debtors is not, he adds.

                       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).


DHL EXPRESS: Gets Default Notice from ABX Air for Withholding Fees
------------------------------------------------------------------
ABX Air Inc. last week notified its principal customer, DHL
Express (USA) Inc., that it considers DHL in default under terms
of two principal commercial agreements between the companies.  ABX
Air is reviewing its options while continuing to maintain full
service to DHL and its customers.

ABX Air said in a Form 8-K filing with the Securities and Exchange
Commission on Nov. 9, 2007, that DHL has withheld payments to ABX
Air otherwise due for reimbursement of legitimate expenses under
the ACMI Service Agreement and the Hub and Line-Haul Services
Agreement, which govern the business relationship between the
companies.

The dispute centers on a claim by DHL that certain ABX Air
expenses are no longer eligible for reimbursement in full by DHL
under the agreements, because ABX Air's revenues from other
customers have exceeded a 10% threshold of ABX Air's total
revenues.  ABX Air's position is that DHL has improperly excluded
from its calculation certain ABX Air revenues that stem from
reimbursements for fuel expenses that ABX Air incurred on behalf
of DHL.  When the fuel-related revenues are properly included in
the calculation, ABX Air's revenues from other customers have not
exceeded the 10% threshold in the agreement.  In addition, DHL is
claiming that ABX Air's costs in maintaining its public company
status and certain professional fees incurred by ABX with respect
to an unsolicited indication of interest from ASTAR Air Cargo are
not recoverable under the agreements.

Joe Hete, president and chief executive officer of ABX Air, said,
"As the events described in our 8-K filing indicate, our decision
to declare DHL in default of our ACMI and Hub Services commercial
agreements was taken only after intensive efforts on our part to
resolve this issue directly with DHL, or to continue normal
operations under explicit language in the agreements for working
together while disputed matters are resolved through arbitration.
Unfortunately, DHL has chosen a course that leaves us with no
alternative, as a public company, other than to inform our
shareholders of the steps we are obliged to take to defend their
interests.

"At the same time, I want to reaffirm that ABX Air is today, and
intends to remain, DHL's principal U.S. business partner.  As we
pursue a solution to this matter under terms of the agreements, we
intend to continue to provide DHL and its customers with
dedicated, efficient, and high-quality air and ground logistics
services, subject to the terms of our commercial agreements.

"We are aware of the disclosures yesterday by the management of
DHL's parent company, Deutsche Post World Net, that growth in
DHL's U.S. network has slowed considerably in recent months, and
that DHL's U.S. operations are "the critical issue" for that
company.  While we are eager to support DHL in its efforts to
build market share, growth, and profitability in the U.S., that
process cannot be furthered at the expense of the shareholders of
ABX Air."

ABX Air also stated that the refusal of DHL to pay the amounts due
to ABX Air under the agreements may cause it to be in default
under certain of its credit facilities. Should this be the case,
ABX Air will consider whether to seek reimbursement from DHL for
any damages or liabilities ABX Air may incur as a result of any
such default.

ABX Air said its alternatives include, but are not limited to,
pursuing the dispute resolution process set forth in the
agreements, negotiating with DHL to resolve the disputed issues,
or any other option available to ABX Air at law or in equity.

On Sept. 19, 2007, DHL sent a letter to ABX claiming that ABX's
third party revenues exceeded 10% of its overall revenues giving
rise to a provision under the ACMI Services Agreement and the Hub
and Line-Haul Services Agreement which calls for the parties to
negotiate in good faith an allocation of the overhead costs
attributable to ABX's provision of such third party services and
for the amounts to be excluded from the compensation due ABX under
the Agreements.  DHL took the position that in determining whether
or not the 10% threshold had been crossed, fuel revenues should be
excluded from total revenues.  In addition, DHL claimed that under
the Agreements the costs of maintaining public company status and
certain professional fees incurred by ABX with respect to an
unsolicited indication of interest from ASTAR Air Cargo were not
recoverable under the Agreements.

On Sept. 26, 2007, ABX sent a letter to DHL disputing DHL's
claims.  ABX asserted its strongly held view that in calculating
the revenues for the purposes of determining whether the 10%
threshold had been exceeded, expenses reimbursable by DHL,
including but not limited to the fuel costs should be included, as
has been the practice for so long as the Agreements have been in
place.  Accordingly, ABX believes it is yet to cross the 10%
threshold.  In addition, ABX disputed DHL's claims with respect to
costs incurred by ABX as a result of ABX being a public company,
which DHL has previously paid without objection, and as a result
of the ASTAR Offer.

On Oct. 31, 2007 the parties met to discuss the disputed issues,
but were not able to reach any resolution.  ABX believed that the
companies would continue to follow the contractually prescribed
process toward resolution.

However, on Nov. 5, 2007, DHL notified ABX that it was reducing
the weekly ACMI Agreement and Hub Agreement pre-funding amounts
under these Agreements by $8.8 million comprised of DHL's
estimated $4 million of overhead allocation for each of the second
and third quarters of 2007, and $800,000 for costs related to the
ASTAR Offer.  According to this letter, DHL would deposit the
amounts in a separate interest bearing bank account until the
issues could be resolved through further discussion or
arbitration.  The letter did not contain a calculation supporting
how the $8.8 million was derived.

                          About ABX Air

ABX Air Inc. (www.abxair.com) -- http://www.abxair.com/-- is an  
air cargo services provider operating out of Wilmington, Ohio, and
15 hubs throughout the United States. In addition to providing
airlift capacity and sort facility staffing to DHL, ABX Air is a
Part 121 operator and holds a Part 145 FAA Repair certificate.  It
provides charter, maintenance and package handling services to a
diverse group of customers.  ABX Air is the largest employer in a
several-county area in southwestern Ohio.

                        About DHL Express

DHL Express -- http://www.dhl-usa.com/-- provides door-to-door  
delivery services to more than 220 countries and territories
worldwide through some 4,400 facilities.  It maintains a fleet of
about 420 aircraft and 76,000 vehicles.  DHL Express offers
international same-day deliveries and allows customers to track
shipments online.  Other services include after-hours pickup and
delivery, customs-clearance assistance, dangerous-goods handling,
insurance, and packaging.  DHL Express is one of the main
businesses of express delivery and logistics giant DHL, which
itself is a unit of Deutsche Post.  DHL Express (USA), Inc. is the
largest customer of ABX.  ABX manages a network of 17 hubs for
DHL, operating two segments: DHL and Non-DHL ACMI/Charters.


DIRECTED ELECTRONICS: Weak Performance Cues S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Vista,
California-based Directed Electronics Inc., including its
corporate credit rating, to 'B' from 'B+'.  S&P also placed all of
the DEI ratings on CreditWatch with negative implications.  Total
debt outstanding at Sept. 30, 2007, was about $309 million.
      
"The downgrade and CreditWatch listing reflect DEI's continued
weak operating performance and high leverage, as well as our
concerns about the company's liquidity given its recently
announced potential for violating financial covenants in the
upcoming fourth quarter," said Standard & Poor's credit analyst
Kenneth Shea.
     
S&P could lower the ratings further if the company is unable to
restore some covenant cushion and/or meet its covenant test in the
fourth quarter.
     
Before resolving the CreditWatch listing, S&P will review the
company's operating and financial plans with management, as well
as monitor the company's liquidity status and its ability to
comply with or amend its bank financial covenants.


DOLLARAMA GROUP: S&P Holds Ratings and Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Montreal-based Dollarama Group LP to stable from negative.  At the
same time, S&P affirmed the 'B+' long-term corporate credit
rating, the 'BB-' senior secured debt credit rating, with a
recovery rating of '2', and the 'B-' subordinated debt rating
on the company.
     
The revised outlook reflects Dollarama's improved credit metrics
and consistent operating performance. On a last 12 month basis,
the adjusted debt to EBITDA improved to 6.1x at Aug. 5, 2007, from
6.7x at Feb. 4, 2007.  This improvement resulted from some debt
reduction as well as higher EBITDA generation from the store
expansion and the resilient operating profitability.
     
"The ratings reflect the company's high debt and interest burden,
weak credit protection measures, and the uncertain financial
policy over the medium term, as well as dependence on the Rossy
family to continue expanding the company," said Standard & Poor's
credit analyst Maude Tremblay.  These features are only partially
mitigated by Dollarama's leading market share in the Canadian
dollar store segment, and a very successful corporate store
business model with strong sourcing capabilities and attractive
real estate locations for its stores.
     
Dollarama is Canada's largest chain of dollar stores, with about
500 stores in 10 Canadian provinces, all corporate-operated and
leased under the Dollarama banner.  The stores have an average of
9,400 square feet and stock approximately 5,000 stock keeping
units of both consumable and semi-durable goods, with a variety of
seasonal and impulse items, each sold at a fixed price of
CDN$1.00.  In 2004, Bain Capital purchased an 80% equity interest
in Dollarama from the Rossy family for CDN$1 billion.  The equity
is held at Dollarama Capital Corp., while the debt was issued at
Dollarama Group LP and Dollarama Group Holdings LP.  All assets
reside at the wholly owned operating subsidiaries of Dollarama
Group LP.
     
Since its acquisition by Bain, Dollarama has adopted a more
aggressive expansion strategy, adding about 60 stores annually to
its network.  The company has deepened its penetration of the
Quebec and Ontario markets and is also expanding its network into
western Canada.  Dollarama's exclusive reliance on corporate-
operated stores has proven to be an integral part of the company's
long-term success.
     
The stable outlook reflects Standard & Poor's expectation that
Dollarama will continue to achieve profitable growth through store
expansion and consistent execution while maintaining leverage
around 6x, on a lease-adjusted basis.  S&P could revise the
outlook to positive once the company sustains material debt
reduction, assuming Dollarama maintains its operational
consistency.  In addition, S&P would need to feel greater comfort
about the company's financial policy.  Alternatively, S&P could
revise the outlook to negative if an increase in the debt level or
a deterioration in operating performance leads to weaker credit
measures.


E*TRADE FIN'L: 4th Qtr. Write Down in ABS to Exceed Expectations
----------------------------------------------------------------
E*TRADE Financial Corporation filed Friday its quarterly report on
Form 10Q for the period ended Sept. 30, 2007.  

The company disclosed that consistent with a series of industry-
wide rating agency downgrades of securities after the end of the
third quarter, it has observed continued declines in the fair
value of its $3.0 billion asset-backed securities portfolio,
predominantly within ABS CDO and second-lien securities.  

The total exposure to ABS CDO and second-lien securities at
Sept. 30, 2007, was approximately $450 million in amortized cost,
including approximately $50 million of "AAA" rated asset-backed
CDOs that were downgraded to below investment grade.  The company
stated that it expected the declines in fair value to result in
further securities write downs in the fourth quarter.  The company
expects to remain well capitalized based on regulatory standards.

Management believes the additional deterioration observed since
September 30 will likely result in write downs that exceed the
previous expectations included in the company's 2007 earnings
outlook updated on Oct. 17, and investors should no longer expect
these earnings levels to be achieved.  Actual securities-related
losses will depend on future market developments, including the
potential for future downgrades by rating agencies, which are
extremely difficult to predict in this environment.  Accordingly,
management believes it is no longer beneficial to provide earnings
expectations for the remainder of the year.

                     About E*TRADE Financial

Headquartered in New York City, E*TRADE Financial Corp. (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E*TRADE Securities LLC.  Bank and
lending products and services are offered by E*TRADE Bank, a
Federal savings bank or its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Moody's Investors Service affirmed the ratings of E*TRADE
Financial Corporation (Senior debt at Ba2) and its lead thrift
subsidiary, E*TRADE Bank (LT deposits at Baa3).  The rating
outlook remains positive.


FINANCIAL ASSET: Fitch Junks Rating on Class B-5 Certificates
-------------------------------------------------------------
Fitch Ratings affirmed eight, downgraded one, and placed two
classes on Rating Watch Negative from these two Financial Asset
Securitization Inc. transactions:

Series 1997-NAMC1

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AAA';
   -- Class B-2 affirmed at 'AAA';
   -- Class B-3 affirmed at 'AAA';
   -- Class B-4 rated 'AA-' and placed on Rating Watch
      Negative;
   -- Class B-5 downgraded to 'CCC' from 'BBB' and assigned
      Distressed Recovery rating of 'DR2'.

Series 1997-NAMC2

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AAA';
   -- Class B-2 affirmed at 'AAA';
   -- Class B-3 rated 'A' and placed on Rating Watch Negative;
   -- Class B-4 affirmed at 'CCC/DR2';
   -- Class B-5 remains at 'C' and DR rating is revised from
      'DR5' to 'DR6'.

The affirmations reflect satisfactory relationships between credit
enhancement and future loss expectations and affect about $2.69
million of outstanding certificates.  The negative rating actions
reflect deterioration in the relationship between CE and future
loss expectations and affect $45,906 of the outstanding
certificates.  The classes placed on Rating Watch Negative have a
balance of $325,847.

As of the November 2007 distribution date, series 1997-NAMC1 and
1997-NAMC2 are seasoned 126 and 125 months, respectively. The pool
factors (current principal balance as a percentage of original
balance) for the 1997-NAMC1 and 1997-NAMC2 are both less than 1%
and the cumulative loan loss is 0.21% and 0.43%, respectively, of
the original collateral balance.

The underlying collateral for this transaction consists of
conventional, fully amortizing 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.


FORD MOTOR: Defers Volvo Sale; Intends to Improve Financials
------------------------------------------------------------
Ford Motor Company has been conducting a strategic review of
Swedish unit Volvo, a Premier Automotive Group brand, 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 Premier Automotive Group, which includes Volvo, Jaguar and
Land Rover brands, 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.

"Our third quarter performance is very encouraging," Ford
President and Chief Executive Officer Alan Mulally said.  "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."

As reported in the Troubled Company Reporter on July 17, 2007,
citing the Wall Street Journal, Ford was mulling over the sale of
its Volvo unit in an effort to boost U.S. operations.

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

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

                          *     *     *

As reported in the Troubled Company Reporter  on 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.  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.


FORD MOTOR: Anticipates Jaguar & Land Rover Sale Talks in 2008
--------------------------------------------------------------
Ford Motor Company continues to explore in greater detail the
potential sale of its Premier Automotive Group brands, Jaguar and
Land Rover, with interested parties and anticipates these
discussions will culminate in an agreement no later than early
next year.

As reported in the Troubled Company Reporter on June 13, 2007, the
company employed help from investment banks including Goldman
Sachs, HSBC and Morgan Stanley to explore the sale of its Jaguar
and Land Rover brands.

The partnership of private equity firm Apollo Management LP and  
Indian automaker Mahindra & Mahindra Ltd. is considering the
acquisition of Ford's Jaguar and Land Rover units, the Sunday
Times said without naming sources.  John Hutton, the U.K.
secretary of state for business and enterprise will assess the
bidders' offering pitch.

The Financial Times previously reported that Terra Firma Capital
Partners Limited joined the bid for Ford's Jaguar and Land Rover
brands as Guy Hands, Terra's head, requested for Ford's sale
documents and started to accomplish due diligence for the bid.  
Citing Reuters, the TCR further names the four suitors as
Ripplewood Holdings LLC, Tata Motors Limited, TPG Capital L.P.
also known as Texas Pacific Group, and One Equity Partners, but
these firms are yet to complete the due diligence.

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

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

                         *     *     *

As reported in the Troubled Company Reporter  on 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.  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.


FORD MOTOR: Primary Stakeholder in Auto Fuel Cell Cooperation
-------------------------------------------------------------
Ford Motor Company and Daimler AG are forming a new, privately-
held company that will focus on automotive fuel cell technology
and allow the two automakers to further expand their global
leading position in fuel cell technology.  With a share of 50.1%,
Daimler AG will be the majority stakeholder in the new company,
Automotive Fuel Cell Cooperation.  Ford Motor Company will hold a
30% stake and Ballard Power Systems the remaining stake of 19.9%
in AFCC.

"We have identified the future fields of activity and key
technologies for zero-emission mobility and we are investing
specifically in expanding our competencies in these fields," Dr.
Thomas Weber, member of the Board of Management of Daimler AG with
responsibility for Group Research as well as for Development
within Mercedes-Benz Cars, said.  "Our majority stake and
partnership with Ford in Automotive Fuel Cell Cooperation is a
logical step in this direction."

"The fuel cell remains one of the most viable solutions to
develop a sustainable, zero-emissions vehicle," Dr. Gerhard
Schmidt, Ford vice president for Research and Advanced
Engineering, said.  "The creation of the Automotive Fuel Cell
Cooperation is an investment in our future.  Fuel cells are the
technology of the future and we are happy to be working with a
great partner like Daimler to advance this technology.  Through
this partnership, we will work even harder to make fuel cell
technology even more reliable and affordable for the future."

The creation of AFCC will allow Daimler and Ford to concentrate on
automotive fuel cell technology while Ballard will emphasize their
future efforts on the marketing of non-automotive fuel cell
applications.

"Automotive Fuel Cell Cooperation will orient its activities even
more intensively to the specific requirements we make on fuel cell
stacks," Prof. Dr. Herbert Kohler, Vice President with
responsibility for Advanced Vehicle and Powertrain Engineering and
Chief Environmental Officer of the Daimler Group, said.  "With the
newly founded company, we strengthen our leading position in the
field of fuel cell technology and go full steam ahead in our
preparations for the series production of fuel cell cars."

Automotive Fuel Cell Cooperation will be managed by Daimler and
Ford with their collective 80.1% stake in the new company, while
Ballard will hold the remaining stake of 19.9%.  In return,
Daimler AG and Ford will retransfer their total stake in Ballard.  
The new company will employ approximately 150 people.

                     Fuel Cells at Daimler AG

A pioneer in fuel cell technology, Daimler introduced the world's
first fuel cell vehicle in 1994.  Today, the company has more than
100 fuel cell vehicles on the road accumulating more than 3.7
million kilometers (2.3 million miles) in everyday operation with
customers to date.

          Fuel Cells Part of a Broader Effort at Ford

Ford currently has a fleet of 30 hydrogen-powered Focus fuel cell
vehicles on the road as part of a worldwide, seven-city program to
conduct real world testing of fuel cell technology.  The 30-car
fleet has accumulated more than 965,000 kilometers (600,000 miles)
since its inception in 2005.

Ford also is conducting tests with the world's first plug-in
hybrid electric vehicle, the Ford Edge with HySeries Drive.  The
Ford Edge with HySeries Drive uses a series electric drivetrain
with an onboard hydrogen fuel cell generator to give the vehicle a
range of 225 miles with zero emissions.

Ford currently offers gasoline-electric hybrids including the
Escape Hybrid and Mercury Mariner Hybrid.  The company will begin
production of hybrid versions of the Ford Fusion and Mercury Milan
in 2008.

                        About Daimler AG

Stuttgart, Germany-based, Daimler AG -- http://www.daimler.com/--  
supplies premium passenger cars as well as the world`s largest
manufacturer of commercial vehicles.  With its strong brands and
its comprehensive portfolio of automobiles from compact cars to
heavy-duty engine trucks, Daimler, with 271,486 employees, is
active in nearly all countries in the world.

                        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 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

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


FORD MOTOR: Unit Earns $334 Million in Third Quarter of 2007
------------------------------------------------------------
Ford Motor Credit Company reported net income of $334 million in
the third quarter of 2007, down $118 million from earnings of
$452 million a year earlier.  On a pre-tax basis from continuing
operations, Ford Motor Credit earned $546 million in the third
quarter compared with $730 million in the previous year.  The
decrease in earnings primarily reflected the non-recurrence of
credit loss reserve reductions, higher depreciation expense for
leased vehicles and higher borrowing costs.

In the third quarters of 2007 and 2006, pre-tax earnings were
$341 million and $521 million, excluding the net gains related to
market valuation adjustments from derivatives, which were
$205 million and $209 million, respectively.

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

"Our sound risk management practices, high-quality portfolio,
strong liquidity and ongoing restructuring continue to produce
solid operating results," Mike Bannister, chairman and CEO, said.  
"As we effectively execute the fundamentals of the business, we
remain on track to meet our earnings outlook."

On Sept. 30, 2007, Ford Motor Credit's on-balance sheet net
receivables totaled $141 billion, compared with $135 billion at
year-end 2006.  Managed receivables were $148 billion, largely
unchanged compared with Dec. 31, 2006.

On Sept. 30, 2007, managed leverage was 10.1 to 1.

                     About Ford Motor Credit

Ford Motor Credit Company LLC -- http://www.fordcredit.com/-- an  
indirect, wholly owned subsidiary of Ford Motor Company, is an
automotive finance company and has supported the sale of Ford
products since 1959.  It provides automotive financing for Ford,
Lincoln, Mercury, Jaguar, Land Rover, Mazda and Volvo dealers and
customers.

                    About Ford Motor Company

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

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


FORD MOTOR: New Labor Pact Gets Massive UAW Votes of Approval
-------------------------------------------------------------
Initial results from United Auto Workers union locals in Illinois,
and Michigan, who voted on Friday, and locals from Kentucky and
Missouri who voted Sunday, revealed a vast support for a new four-
year labor contract between Ford Motor Company and the UAW,
various papers report naming local union presidents as sources.

Papers say that 75% of 900 UAW members of Local 588, a Chicago
stamping plant in Illinois, voted yes to the new labor agreement.  
Meanwhile, 82% of the 1,200 union members of Local 898, Ford's
Rawsonville plant in Ypsilanti Township, in Michigan, voted for
the new labor deal.

UAW Local 862 President Rocky Comito told The Courier-Journal that
80% production workers and 75% of skilled trade workers of the
Louisville Assembly Plant in Kentucky supported the new labor
deal.

Results at UAW Local 249, a plant in Claycomo, Missouri that
manufactures the Escape, Mercury Mariner and Mazda Tribute SUVs,
showed great support for the contract at a 69%-31% margin, the
Kansas City Business Journal relates.

Sarah A. Webster of the Detroit Free Press disclosed an
overwhelming 91% reception for the new labor agreement from
members of an axle plant in Sterling Heights, Michigan.  Ms.
Webster added that Emanuela Henderson, the recording secretary
with UAW Local 900 in Wayne, Michigan, told the paper that "a
minimum of 90%" of its workers voted in favor of the contract.  
The local represents more than 5,000 workers at Michigan Truck
Plant and Wayne Stamping and Assembly.

Voting results from Local 600 in Dearborn, Michigan, and Local
2000 in Ohio are not yet available.

As reported in the Troubled Company Reporter on Nov. 6, 2007, Ford
and the UAW reached a tentative agreement on a four-year national
labor contract covering approximately 54,000 represented employees
in the United States.  The UAW Ford National Council -- made up of
delegates from more than 55 Ford facilities across the nation --
voted to unanimously recommend ratification of the union's 2007
tentative agreement with Ford.

According to AP, Ford's shares dropped 3.3% closing at $8.20 on
Friday, the same day union leaders say workers in Michigan and
Illinois approved a new contract.

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

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


FORD MOTOR: Narrow Third Quarter Loss Cues S&P to Retain Watch
--------------------------------------------------------------
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
Ford's report of a narrower third-quarter loss compared to that of
a year ago.  S&P currently expect to resolve the CreditWatch
around mid-November.  The most likely outcome is an affirmation of
the 'B' rating, with an outlook to be determined.
     
The ratings were placed on CreditWatch Sept. 26, 2007, based on
S&P's belief that Ford would achieve a deal similar to the
tentative new labor contract General Motors Corp. (GM; B/Stable/B-
3) reached with its main labor union, the United Auto Workers,
which addresses onerous retiree health care obligations that S&P
view as debt-like in nature.  As expected, Ford and the UAW
subsequently reached their own four-year agreement, and the UAW
membership will vote on that contract soon.  S&P view the new
contract as favorable to Ford compared with past agreements, and
S&P believe the contract will support the company's turnaround
plan in North America.  Still, S&P remain concerned about the
economic outlook for 2008, even as the company is making progress
on its turnaround plan.  Much of the labor contract's health care
savings will not begin to accrue to Ford until 2010, and this is a
key factor in S&P's review.      

Ford's third-quarter earnings demonstrated improvement over 2006
earnings, although Ford Motor Credit Co.'s profit declined.  
Ford's consolidated third-quarter loss from continuing operations,
excluding special items, was $24 million, compared with a loss of
$850 million in 2006.  The pretax automotive loss in the third-
quarter was $362 million, a sharp improvement from the pretax loss
of $1.9 billion during the quarter in 2006, driven by higher net
pricing, lower costs, and improved volume and mix.  These factors
more than offset higher interest expense and unfavorable foreign
exchange rates.  In the key North American operation, Ford
reported a pretax loss of $1 billion compared with a loss of
$2.1 billion in 2006.  The same factors accounted for the decline
in the loss.
     
For now, Ford remains in a net cash position at the parent, with
automotive cash (including cash, equivalents, loaned securities,
and short-term VEBA assets) of $35.6 billion at Sept. 30, 2007, an
increase of $1.7 billion from year-end 2006 due to asset sales
that more than offset ongoing cash use from operations.


GAP INC: October Net Sales Down 1% at $1.23 Billion
---------------------------------------------------
Gap Inc. reported net sales of $1.23 billion for the four-week
period ended Nov. 3, 2007, which represents a 1% decrease compared
with net sales of $1.24 billion for the four-week period ended
Oct. 28, 2006.  Due to the 53rd week in fiscal year 2006, October
2007 comparable store sales are compared to the four-week period
ended Nov. 4, 2006.  On this basis, the company's comparable store
sales for October 2007 decreased 8% compared with a 7% decrease in
October 2006.

Comparable store sales by division for October 2007 were:

   * Gap North America: negative 7% versus negative 4% last
     year;

   * Banana Republic North America: negative 2% versus positive
     2% last year;

   * Old Navy North America: negative 11% versus negative 11%
     last year; and

   * International: negative 6% versus negative 8% last year.

"While comparable store sales were down in October, merchandise
margins were significantly above last year," Sabrina Simmons,
executive vice president of Gap Inc. finance, said.  "The results
reflect our stated strategy of managing inventory tightly to
support margin improvements."

            Third Quarter Sales and Earnings Guidance

For the thirteen weeks ended Nov. 3, 2007, total company net sales
were $3.85 billion, which is flat as compared to net sales of
$3.85 billion for the thirteen weeks ended Oct. 28, 2006.  Due to
the 53rd week in fiscal year 2006, third quarter comparable store
sales are compared to the thirteen weeks ended Nov. 4, 2006.  On
this basis, the company's third quarter comparable store sales
decreased 5% compared with a decrease of 5% in the third quarter
of the prior year.

Comparable store sales by division for the third quarter were:

   * Gap North America: negative 6% versus negative 7% last
     year;

   * Banana Republic North America: positive 1% versus positive
     3% last year;

   * Old Navy North America: negative 8% versus negative 7%
     last year; and

   * International: negative 4% versus negative 6% last year.

For the third quarter of fiscal year 2007, Gap Inc. expects
diluted earnings per share to be $0.28 to $0.30, as the company
continues to make progress on its strategies of driving earnings
with healthy margins and controlling expenses.  Third quarter
earnings are benefiting from the absence of last year's
incremental marketing expense.  The expected third quarter
earnings per share also includes about $0.01 of benefit relating
to a reduction of interest accruals resulting from tax audits and
other tax resolutions completed during the quarter.

The company reiterated that it expects the year-over-year percent
change in inventory per square foot to be down in the mid-single
digits at the end of the third quarter.

                         November Sales

The company will report November sales on Dec. 6, 2007.

                         About Gap Inc.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an        
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic in
Southeast Asia and the Middle East.

                            *   *   *

The company continues to carry Fitch's BB+ Issuer Default Rating.  
The company also carries Standard & Poor's Ratings Services' BB+
corporate credit rating.


H&E EQUIPMENT: Board Authorizes $100 Mil. of Stock Repurchase
-------------------------------------------------------------
H&E Equipment Services Inc.'s board of directors has authorized a
stock repurchase program, under which the company may purchase,
from time to time, in open market transactions at prevailing
prices or through privately negotiated transactions as conditions
permit, up to $100 million of the company's outstanding common
stock.

The repurchase program is expected to continue until Dec. 31,
2008, unless extended or shortened by the board.  The company
expects to fund the repurchases of the company's common stock with
working capital and/or borrowings under the company's existing
credit facility.

Based in Baton Rouge, Louisiana, H&E Equipment Services Inc.
(NASDAQ: HEES) -- http://www.he-equipment.com/-- is an integrated  
equipment service company in the United States focused on heavy
construction and industrial equipment.  The company rents, sells
and provides parts and service support for four core categories of
specialized equipment: hi-lift or aerial platform equipment,
cranes, earthmoving equipment and industrial lift trucks.  It is
engaged in five principal business activities in these equipment
categories: equipment rental, new equipment sales, used equipment
sales, parts sales, and repair and maintenance services.  H&E
Equipment Services serves more than 27,700 customers in the United
States, in the West Coast, Intermountain, Southwest, Gulf Coast,
West Coast and Southeast regions.

                          *     *     *

Moody's Investor Services placed H&E Equipment Services Inc.'s
senior secured debt and probability of default ratings at 'B1' in
Sept. 2006.  The ratings still hold to date.


HARRAH'S ENT: Unit Lowers Conversion Price of $375MM Senior Notes
-----------------------------------------------------------------
Harrah's Operating Company Inc., a subsidiary of Harrah's
Entertainment Inc., has adjusted the conversion price under its
outstanding $375 million Floating Rate Contingent Convertible
Senior Notes due 2024, to $65.24 from $65.54, subject to further
adjustment as provided for in the governing indenture.

The adjustment has been made pursuant to the terms of the
indenture as a result of the cash dividend of $0.40 per share of
Harrah's Entertainment common stock that was declared on Oct. 29,
2007, and which will be payable Nov. 21, 2007, to Harrah's
Entertainment stockholders of record as of the close of business
on Nov 8, 2007.

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
"BB" long term foreign and local issuer credit ratings, which were
placed in December 2006.


HAYES LEMMERZ: Selling Automotive Brake to Brembo NA for $58 Mil.
-----------------------------------------------------------------
Hayes Lemmerz International Inc. is selling Hayes Lemmerz'
Automotive Brake Components division to Brembo North America Inc.
for approximately $58 million, debt-free.
    
Hayes Lemmerz' Automotive Brake Components division includes
production facilities in Homer, Michigan and Apodaca, Mexico that
manufacture brake rotors and drums for the North American
passenger car and light truck markets.  The division employs
approximately 250 people, including 64 technical associates. The
division's 2006 sales were approximately $120 million.
    
Under the agreement, Brembo North America Inc., a subsidiary of
Brembo S.p.A., has acquired all of the stock of two Hayes
Lemmerz subsidiary companies that own the brake manufacturing
operations in Homer and Apodaca and certain assets used in
connection with the division's sales, marketing and engineering
group located in Hayes Lemmerz' headquarters in Northville,
Michigan.
    
"We have built a strong business with a solid reputation for
quality products, delivery and performance," Daniel Sandberg,
president of Hayes Lemmerz' Automotive Components Group, said.
"Combining this business with an international, technically
dynamic brake company like Brembo will better position the
combined company to grow and compete in the global market.  Our
brake teams in Homer, Apodaca and Northville look forward to
leveraging our shared commitment to superior customer service,
product innovation and technology."
    
"I am very pleased with the acquisition of this well-managed and
successful business," Brembo chairman, Alberto Bombassei,
commented.
    
"This is another important step for Brembo in the NAFTA region,
where we already have a strong presence with 2006 sales of
approximately $140 million,"  Mr. Bombassei said.  "Our purchase
of Hayes Lemmerz' rotor business will greatly improve Brembo's
leadership position in the North American brake rotor market.  We
continue to believe that North America, as a mature and
sophisticated market, is one of the most important in the world
which fits well with Brembo's strategic position.  This
transaction will provide Brembo with a solid manufacturing base to
supply all the North American operations of all of our customers."

                       About Brembo S.p.A.

Brembo North America Inc. is a subsidiary of Italy-based Brembo
S.p.A. (Italian Stock Exchange: BRE) which is an innovator of disc
braking system technology for vehicles.  It supplies high
performance braking systems to the manufacturers of cars,
commercial vehicles and motorbikes around the world.  Brembo is
also into the racing sector.  The company currently operates in 12
countries, with 23 production and business sites and a pool of
over 4,700 associates, 9% of whom are engineers and product
specialists working in R&D and technical areas.  Brembo is the
owner of the Brembo, AP Racing and Marchesini brands.  The company
operates in this region with a manufacturing plant in Puebla,
Mexico, and business sites in Costa Mesa, CA and Charlotte, NC.

                About Hayes Lemmerz International

Based in Northville, Michigan, Hayes Lemmerz International Inc.
(Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- is a
supplier of automotive and commercial highway wheels, brakes and
powertrain components.  The company has 30 facilities and
approximately 8,500 employees worldwide.  The company has
operations in India, Brazil and Germany, among
others.

                           *    *    *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings placed Hayes-Lemmerz International Inc.'s issuer
default rating at 'B' with a negative rating watch.


JAZZ PHARMA: Posts $19.4 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Jazz Pharmaceuticals Inc. disclosed last week financial results
for the quarter ended Sept. 30, 2007.

Jazz Pharmaceuticals' net loss for the third quarter of 2007 was
$19.4 million, compared to net income of $7.7 million for the
third quarter of 2006.  Net income in the quarter ended Sept. 30,
2006 included $31.6 million of gain on extinguishment of a
development financing obligation in connection with a terminated
development program.

Total revenues for the quarter ended Sept. 30, 2007, were
$21.5 million, compared to $11.5 million for the quarter ended
Sept. 30, 2006.  The increase in total revenue resulted primarily
from $7.5 million of contract revenue related to achievement of a
clinical enrollment milestone in the Phase III development program
of JZP-6 for fibromyalgia syndrome.  Xyrem(R) net sales were
$9.6 million in the quarter ended Sept. 30, 2007, compared with
$7.6 million for the same quarter of 2006.  

Research and development expenses for the quarter ended Sept. 30,
2007 were $17.0 million, compared to $14.7 million for the quarter
ended Sept. 30, 2006.

Selling, general and administrative expenses for the quarter ended
Sept. 30, 2007, were $18.1 million, compared to $12.9 million for
the quarter ended Sept. 30, 2006.  The increase was primarily due
to spending in preparation for the anticipated launch of Luvox(R)
CR, increased headcount and higher expenses to support the sales
force, offset in part by lower legal fees.

For the nine months ended Sept. 30, 2007, total revenues increased
to $49.8 million, compared to $32.4 million for the nine months
ended Sept. 30, 2006.  Net loss for the first nine months of 2007
was $78.8 million, compared to a net loss of $38.9 million for the
first nine months of 2006.

Jazz Pharmaceuticals' unrestricted cash, cash equivalents and
marketable securities balance as of Sept. 30, 2007, was
$130.9 million.  During the quarter ended Sept. 30, 2007, net cash
used in operating activities was $15.4 million.

"As our commercial organization ramps up for the anticipated
commercial launch of Luvox CR in early 2008, we have also made
progress in all four of our most advanced clinical development
programs during the past few months," said Samuel R. Saks, M.D.,
chief executive officer.  "We continue to make important progress
on our development programs for the treatment of fibromyalgia,
recurrent acute repetitive seizures, restless legs syndrome and
partial epilepsy."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$258.8 million in total assets, $133.9 million in total
liabilities, $13.2 million in common stock subject to repurchase,
and $111.7 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?2535

                       Going Concern Doubt

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Jazz Pharmaceuticals Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's significant losses from
operations since its inception and cash used in operating
activities.   

                    About Jazz Pharmaceuticals

Headquartered in Palo Alto, Calif., Jazz Pharmaceuticals Inc.  
(NasdaqGM: JAZZ) -- http://www.jazzpharmaceuticals.com/ -- is a   
specialty pharmaceutical company focused on identifying,
developing and commercializing innovative products to meet unmet
medical needs in neurology and psychiatry.


KNOLOGY INC: Neutral Leverage Cues S&P to Hold 'B' Loan Rating
--------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' bank loan and
'4' recovery rating on West Point, Georgia-based cable overbuilder
Knology Inc.'s senior secured credit facility.  The company is
increasing its term loan B by $59 million (for a total of
$609 million).  The '4' recovery rating indicates expectations for
average (30%-50%) recovery in the event of payment default.  At
the same time, S&P affirmed the 'B' corporate credit rating
following Knology's announcement that it signed a definitive
agreement to acquire Graceba Total Communications Inc. for
$75 million in cash.  The outlook is stable.
     
Bank proceeds combined with $16 million of cash will be used to
fund the acquisition, which is expected to close in the first
quarter of 2008.
     
"The rating affirmation reflects the fact that the transaction is
leverage neutral," said Standard & Poor's credit analyst Allyn
Arden.  "Pro forma debt to EBITDA is approximately 4.8x, excluding
potential operating synergies, which supports the current rating
level, and the acquisition immediately adds to net free cash flow.  
The acquisition of Graceba will increase Knology's revenue
generating units by only 4% but enables Knology to expand its
southeast footprint to Alabama, providing some degree of market
diversity."
     
Knology offers video, telephony, and high speed data services over
its two-way capable network and has about 228,000 basic video
customers.  The $611 million senior secured first-lien term loan,
including the incremental $59 million term loan, and $25 million
revolving credit facility are rated 'B', with a recovery rating of
'4' indicating average (30%-50%) recovery of principal in the
event of a payment default.
     
"We could revise the outlook to negative if the competitive
environment deteriorates to the extent that Knology experiences a
significant decline in subscribers and related EBITDA or if there
are execution missteps from the integration of recent
acquisitions," Mr. Arden said.  "Conversely, a positive outlook
would hinge on Knology's ability to compete effectively against
increasing competition, successfully integrate its recent
acquisitions, generate material discretionary cash flow, and
reduce debt."


LEAP WIRELESS: To Restate FY 2004 Through 2nd Qtr 2007 Financials
-----------------------------------------------------------------
Leap Wireless International Inc. disclosed Friday that it will
restate its financial statements for fiscal years 2004, 2005 and
2006 and for the first and second quarters of 2007 to correct for
errors in previously reported service revenues, equipment
revenues, and operating expenses.  Over these periods, the
restatements are expected to result in a net cumulative reduction
of approximately $20 million in service revenues and approximately
$20 million in operating income.  Changes in net income or loss  
will be determined following the company's completion of its tax
expense calculations for these periods.  

As a result of the pending restatements, the company's previously
issued financial statements for periods from fiscal year 2004
through the second quarter of 2007 should not be relied upon.  

The restatements are the result of an internal review of the
company's service revenue activity and forecasting process that
was initiated by management in September 2007 and are not
attributable to any misconduct by company employees.  The expected
adjustments to historical financial results do not change
unrestricted cash, cash equivalents and short term investments as
of June 30, 2007.  In addition, they do not materially change the
overall trend in service revenues, nor do they materially change
overall trends in ARPU, CPGA, CCU or capital expenditures.
Finally, the expected adjustments do not impact previously
reported results for net customer additions or churn.

                    Description of Accounting Errors

The most significant adjustment relates to the company's prior
accounting for a group of customers who voluntarily disconnected
service.  These customers comprised a small percentage of the
company's disconnected customers.  For these customers,
approximately one month of deferred revenue that was recorded when
the customers' monthly bills were generated was mistakenly
recognized as revenue after their service was disconnected.  The
company also identified other errors relating to the timing and
recognition of certain service revenues and operating expenses.
The effect of the timing errors varied across periods.  The error
with the largest variation across periods related to the
reconciliation of billing system data for pay in arrears
customers.  This error resulted in an understatement of revenue in
2004 and 2005 and an overstatement of revenue in subsequent
periods as the number of pay in arrears customers in the company's
customer base declined.

In connection with management's review, errors were also
identified relating to the classification of certain components of
equipment revenues and cost of equipment.  Prior to June 2007,
approximately $120 million of revenue from the sale of equipment
was offset against related cost of equipment and reported on a net
basis.  The reclassification of these revenues and costs on a
gross basis will not impact operating income.

               Preliminary Results for Third Quarter

Based on preliminary data, Leap expects to report service revenues
of between $348,000 to $352,000 for the third quarter ended
Sept. 30, 2007, and operating income of between $8,000 to $12,000.

The estimates for service revenues and operating income reflect
the revisions in the company's accounting described in this
release, costs associated with the company's major new
initiatives, as well as approximately $4 million in aggregate
costs incurred in connection with the unsolicited offer received
from MetroPCS Communications Inc. in September 2007 and other
strategic M&A activities.

The pending restatements and preliminary third quarter results are
subject to adjustment upon finalization of third quarter financial
and operational results and completion of the audit and review of
the company's restated financial statements by its independent
registered public accounting firm.

          Senior Secured Credit Agreement and Indenture

The restatements may result in a default under the senior secured
credit agreement among Cricket Communications Inc., Leap Wireless
International Inc., Bank of America N.A. and certain lenders,
under which approximately $890 million in borrowings is currently
outstanding.  This potential default arises from the company's
potential breach of representations regarding the presentation of
its prior financial statements and not as a result of any non-
compliance with its financial covenants.  Notwithstanding any
potential default, the company expects to continue to make
scheduled payments of principal and interest under the credit
agreement.  The company is pursuing a waiver of any potential
default from the credit agreement lenders.  Unless waived by the
required lenders, a default would permit the administrative agent
to exercise its remedies under the credit agreement, including
declaring all outstanding debt under the credit agreement to be
immediately due and payable.  An acceleration of the outstanding
debt under the credit agreement would also trigger a default under
Cricket's indenture governing its $1.1 billion of 9.375% senior
notes due 2014.  

In conjunction with the waiver, the company is also asking lenders
to approve other amendments to the credit agreement, including an
amendment that would provide that entry into an agreement leading
to a change of control will no longer constitute an event of
default, unless and until the change of control occurs.

                       About Leap Wireless

Based in San Diego, California, Leap Wireless International Inc.
(NASDAQ: LEAP) -- http://www.leapwireless.com/-- provides   
unlimited wireless services to a diverse customer base.  The
company and its joint ventures now operate in 23 states and hold
licenses in 35 of the top 50 U.S. markets.  

                          *     *     *

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


LEAP WIRELESS: Potential Credit Default Prompts S&P's Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on San
Diego, California-based Leap Wireless International Inc.,
including the 'B-' corporate credit rating, on CreditWatch
with negative implications.
      
"This reflects the possibility the company will trigger a
potential default under its $1.1 billion senior secured credit
facility because of its plan to restate certain audited financial
statements," said Standard & Poor's credit analyst Allyn Arden.  
The restatements are to correct errors in previously reported
service revenues, equipment revenues, and operating expenses for
fiscal years 2004, 2005, and 2006 and the first and second
quarters of 2007.  The restatements could also potentially trigger
a default under the company's $1.1 billion senior unsecured notes
due 2014.
     
Leap, a wireless carrier, indicated that the restatements were the
result of errors related to its accounting for a group of
customers who voluntarily disconnected services.  About one month
of deferred revenue that was recorded for these customers when
their monthly bills were generated was mistakenly recognized as
revenue after their service was disconnected.  Leap also
identified errors relating to the timing and recognition of
certain service revenues and operating expenses.  These errors
resulted in an understatement of revenue in 2004 and 2005 and an
overstatement of revenue in subsequent periods.
     
However, based on the company's public statements, S&P do not
expect the magnitude of these errors to be substantial.  Leap will
need to obtain waivers for the potential defaults and be current
on its audited public financial statements to avoid a near-term
downgrade.  If this were to occur, S&P would expect to affirm the
rating, albeit with a stable outlook.  A reinstatement of the
positive outlook would hinge on Leap's ability to fully address
S&P's concerns to effectively limit further accounting issues.  
This would require a minimum of two quarters of timely and
accurate financial reporting.


LEVITT AND SONS: Case Summary & 400 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Levitt and Sons LLC
             2200 West Cypress Creek Road
             Fort Lauderdale, FL 33309

Bankruptcy Case No.: 07-19845

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      Levitt and Sons of Manatee County, LLC       07-19851
      Levitt and Sons at World Golf Village, LLC   07-19852
      BankAtlantic Venture Partners 5, LLC         07-19853
      Levitt and Sons of Hernando County, LLC      07-19854
      Regency Hills by Levitt and Sons, LLC        07-19855
      Bellaggio by Levitt and Sons, LLC            07-19856
      Levitt and Sons of Flagler County, LLC       07-19857
      Levitt and Sons at Hunter's Creek, LLC       07-19858
      Levitt G.P., LLC                             07-19859
      Levitt Construction Corp.-East               07-19861
      Levitt and Sons of Seminole County, LLC      07-19863
      Lev-Brn, LLC                                 07-19864
      Levitt and Sons of Osceola County, LLC       07-19866
      Summerport by Levitt and Sons, LLC           07-19870
      Levitt Construction-East, LLC                07-19871
      Levitt and Sons of Lee County, LLC           07-19872
      Cascades by Levitt and Sons, LLC             07-19873
      Levitt and Sons of Georgia, LLC              07-19874
      Levitt Industries, LLC                       07-19875
      Levitt and Sons at Hawks Haven, LLC          07-19876
      Levitt and Sons of Cherokee County, LLC      07-19877
      Levitt Homes Bellaggio Partners, LLC         07-19878
      Magnolia Lakes by Levitt and Sons, LLC       07-19879
      Levitt and Sons of Hall County, LLC          07-19881
      Levitt Homes, LLC                            07-19882
      Levitt and Sons at Tradition, LLC            07-19883
      Avalon Park By Levitt and Sons, LLC          07-19884
      Levitt and Sons of Paulding County, LLC      07-19885
      Levitt and Sons of Tennessee, LLC            07-19886
      Levitt Construction Georgia, LLC             07-19887
      Levitt and Sons of Lake County, LLC          07-19888
      Bowden Building Corporation                  07-19889
      Levitt and Sons of South Carolina, LLC       07-19891
      Levitt and Sons of Nashville, LLC            07-19892
      Levitt and Sons of Horry County, LLC         07-19893
      Levitt and Sons of Shelby County, LLC        07-19894
      Levitt Construction-South Carolina, LLC      07-19895

Type of Business: Levitt and Sons LLC and its affiliates are the
                  subsidiaries of Levitt Corporation (NYSE:LEV).  
                  The group operates as a homebuilding and real
                  estate development group in the southeastern
                  U.S.

                  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.
                  See http://www.levittcorporation.com/

Chapter 11 Petition Date: November 9, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtors' Counsel: Jordi Guso, Esq.
                  Berger Singerman P.A.
                  Paul Steven Singerman, Esq.
                  200 South Biscayne Boulevard
                  Suite 1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  http://www.bergersingerman.com/

Debtors' Chief
Restructuring
Officer:          AP Services, LLC
                  2000 Town Center
                  Suite 2400
                  Southfield, MI 48075
                  Tel: (248) 358-4420
                  Fax: (248) 358-1969
                  http://www.alixpartners.com/

Debtors' Claims &
Noticing Agent:   Kurtzman Carson Consultants, LLC
                  1180 Avenue of the Americas
                  Suite 1400
                  New York, NY 10036
                  Tel: (866) 381-9100
                  Fax: (310) 823-9133
                  http://www.kccllc.com/

Debtors' latest consolidated financial condition as of
Sept. 30, 2007:

   Total Assets: $900,392,000

   Total Debts:  $780,969,000

A. Levitt and Sons, LLC's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Bank Loan           $103,859,044
101 East Kennedy Boulevard
Tampa, FL 33602

Wachovia Bank                    Bank Loan           $103,669,834
One East Broward Boulevard
3rd Floor
Fort Lauderdale, FL 33301

KeyBank                          Bank Loan            $96,478,909
2385 Executive Center Drive
Suite 350
Boca Raton, FL 33431

Regions Bank                     Bank Loan            $24,734,018
6200 Poplar Avenue
3rd Floor
Memphis, TN 38119

Wachovia Bank                    Bank Loan             $4,385,036
One East Broward Boulevard
3rd Floor
Fort Lauderdale, FL 33301

Ohio Savings Bank                Bank Loan             $1,091,849
1801 East 9th Street
Suite 200
Cleveland, OH 44114

B. Levitt and Sons of Manatee County, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wachovia Bank                    Bank Loan             $9,660,111
3rd Floor, One East
Broward Boulevard
Fort Lauderdale, FL 33301

McLeod land Services Inc.        Trade Debt              $119,411
P.O. Box 21057
Sarasota, FL 34277

Superior Pools & Spa             Trade Debt              $108,752
5580 North Pine Island Road
Lauderhill, FL 33351

Sun State Landscaping            Trade Debt               $94,709

His Cabinetry Inc.               Trade Debt               $74,402

Coleman Floors                   Trade Debt               $66,133

Holiday Pools of West Florida    Trade Debt               $60,669

Signature Contractors Inc.       Trade Debt               $53,368

Kater Truck and Paving Inc.      Trade Debt               $42,371

Sarasota Herald-Tribune          Trade Debt               $38,028

RT Moore Company Inc.            Trade Debt               $35,919

American Woodmark Corp.          Trade Debt               $32,224

Clear Channel Broadcast          Trade Debt               $26,721

Tomlinson Brothers Construction  Trade Debt               $26,430
Co. Inc.

Nuccio Heating &                 Trade Debt               $25,264
Airconditioning Inc.

Melco Electric                   Trade Debt               $21,498

Guajardo & Sons Inc.             Trade Debt               $20,225

Modular Space Corp.              Trade Debt               $19,747

Cox Lumber Co. dba HD Supply     Trade Debt               $18,336
LDM

La Mystique                      Trade Debt               $17,795

C. Levitt and Sons at World Golf Village, LLC's 19 Largest
   Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wachovia Bank                    Bank Loan             $8,806,673
One East Broward Boulevard
3rd Floor
Fort Lauderdale, FL 33301

Progressive                      Trade Debt              $521,762
Contractors, Inc.
3702 Olson Drive
Daytona Beach, FL 32124

Construction Management          Trade Debt              $330,851
Plus Inc.
165 Wells Road, Suite 201
Orange Park, FL 32073

Builders FirstSource             Trade Debt              $163,419

Coleman Floors Company           Trade Debt              $122,084

American Door & Mill Co.         Trade Debt              $118,940

Allstar Building                 Trade Debt              $110,175
Materials Ltd.

Fogleman Builders Supply         Trade Debt              $106,272

Stockton Sports Construction     Trade Debt               $98,100

Ace Design Stucco Inc.           Trade Debt               $89,240

Millenium Electrical             Trade Debt               $87,649

First Coast Rainguard            Trade Debt               $83,011

Darleys Plumbing                 Trade Debt               $79,836

Kirklyn Enterprises Inc.         Trade Debt               $48,690

CCI Site Development             Trade Debt               $75,397

Concepts in Greenery Inc.        Trade Debt               $71,659

American Woodmark                Trade Debt               $68,288
dba Timberlake Cabinet

Paint Covers Inc.                Trade Debt               $65,031

Sun State Nursery 7 Landscape    Trade Debt               $63,900

D. BankAtlantic Venture Partners 5, LLC does not have any
   creditors who are not insiders.

E. Levitt and Sons of Hernando County, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
KeyBank                          bank loan            $96,478,908
2385 Executive Center Drive
Suite 350
Boca Raton, FL 33431
c/o Edward M. Cochran
2385 Executive Center Drive,
Suite 350
Boca Raton, FL 33431

Southern Hills Community         trade debt              $305,603
Development District
3434 Colwell Avenue,
Suite 200
Tampa, FL 33614
Tel: (813) 933-5571

Morales-Keesee Design            trade debt               $52,879
Associates
P.O. Box 160429
Altamonte Springs, FL 32716
Tel: (407)880-2333

Goodwin Brothers                 trade debt               $49,974
Construction, Inc.

M.&N. Construction-Central       trade debt               $49,005
Florida

Quantum Underground              trade debt               $30,580

West Orange Nurseries            trade debt               $25,017

Kappes Electric Corp.            trade debt               $19,032

Sunset Drywall-Central           trade debt               $17,354
Florida

Spraggins Builder Services       trade debt               $16,970
Central Florida

A.B. Design Group, Inc.          trade debt               $13,157

Brad McDonald Roofing &          trade debt               $11,010
Construction, Inc.

Senica Air Conditioning          trade debt               $10,844

Eugene Concklin's Shiloh         trade debt                $9,275
Construction

Partridge Plastering, Inc.       trade debt                $9,225

Mastered Paint & Deco.           trade debt                $8,277

Dauson Supply Corp.              trade debt                $7,061

Modular Space Corp.              trade debt                $6,641

Coogan Window & Door             trade debt                $6,628

Progressive Communications       trade debt                $6,173
International

F. Regency Hills by Levitt and Sons, LLC's Nine Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Ohio Savings Bank                Bank Loan             $1,091,849
1801 East Ninth Street
Suite 200
Cleveland, OH 44114
Attn: Frank J. Bolognia

Sunshine Kitchens Inc.           Trade Debt               $79,322
P.O. Box 54830
New Orleans, LA 70154

M & N Construction-Central       Trade Debt               $30,515
Florida Services Inc.
3300 Indian Trail
Eustic, FL 32726

Advanced Pool Technologies Inc.  Trade Debt               $19,290

Classic Pavers of Central        Trade Debt               $11,428
Florida LLC

Arcadis G&M Inc.                 Trade Debt                $2,861

M Space Holdings LLC             Trade Debt                $1,098

Modular Space Corporation        Trade Debt                  $953

Consumer Source Inc.             Trade Debt                  $550

G. Bellaggio by Levitt and Sons, LLC's Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wachovia Bank                    Bank Loan             $9,660,112
One East Broward Boulevard
3rd Floor
Fort Lauderdale, FL 33301

Shendell & Pollock PL            Trade Debt                $1,296
621 Norhtwest 53rd Street
Suite 310
Boca Raton, FL 33487

Sunshine Kitchens Inc            Trade Debt                  $611
P.O. Box 54830
New Orleans, LA 70154

H. Levitt and Sons of Flagler County, LLC's Three Largest
   Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Bank Loan           $103,859,043
101 East Kennedy Boulevard
Tampa, FL 33602

Arcade G&M Inc.                  Trade Debt                $6,470
Department 547 (LNW)
Denver, CO 80291

Environmental Resource           Trade Debt                $1,126
Solution Inc.
1597 The Green Way, Suite 200
Jacksonville, FL 32250

BL Land LLC                      Trade Debt                  $700

I. Levitt and Sons at Hunter's Creek, LLC's 14 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Bank loan           $103,859,044
101 East Kennedy Boulevard
Tampa, FL 33602

Advanced Pool                    Trade debt               $18,027
Technologies, Inc.
3280 Cord Avenue
Saint Cloud, FL 34772

R & W Maintenance Inc.           Trade debt               $11,029
9815 Quiet Lane
Winter Garden, FL 34787

American Building Supply         Trade debt                $5,694

ASP Framing Corporation          Trade debt                $4,775

Southern Skid Steer Inc.         Trade debt                $2,035

Coleman Floors                   Trade debt                  $560

Rizzo Roofing LLC                Trade debt                  $500

Superior Pools & Spas            Trade debt                  $500

Spraggins Builder Services       Trade debt                  $470

Marotta Enterprises Inc.         Trade debt                  $421

Varian Associates, P.A.          Trade debt                  $400

American Woodmark Corp.          Trade debt                  $152

Del-Air Electrical               Trade debt                  $125

J. Levitt G.P., LLC does not have any creditors who are not
   insiders.

K. Levitt Construction Corp.-East does not have any creditors who
   are not insiders.

L. Levitt and Sons of Seminole County, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Bank Loan           $103,859,044
101 East Kennedy Boulevard
Tampa, FL 33602

Common Grounds Inc.              Trade Debt              $138,171
3150 Stone Street
Oviedo, FL 32765

JR Davis Construction            Trade Debt               $95,700
Company Inc.
210 South Hoagland Boulevard
Kissimmee, FL 34741

CCI Site Development             Trade Debt               $47,881

Straight Up Fence                Trade Debt               $45,514

Vergason Sojourner and           Trade Debt               $39,972
McWater Inc.

All Terrain Tractor              Trade Debt               $37,775
Service Inc.

Blue Ox Land Services            Trade Debt               $35,602

D & S Diversified Inc.           Trade Debt               $35,399

Prestige Lumber & Supplies Inc.  Trade Debt               $30,722

Rikmar Construction              Trade Debt               $25,793

American Door & Mill Co.         Trade Debt               $24,267

Spraggins Builder Services       Trade Debt               $21,292

American Kitchens Inc.           Trade Debt               $19,523

Seminole Masonry, Inc.           Trade Debt               $19,141

Impire Corporation               Trade Debt               $17,801

General Electric Co.             Trade Debt               $14,125

Superior Fence & Rail            Trade Debt               $10,691

Bruce Hage Irrigation Co.        Trade Debt               $10,176

R&W Maintenance Inc.             Trade Debt               $10,120

M. Lev-Brn, LLC does not have any creditors who are not insiders.

N. Levitt and Sons of Osceola County, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Bank Loan           $103,859,044
101 East Kennedy Boulevard
Tampa, FL 33602
Attn: Ralph W. Lay

JR Davis Construction            Trade Debt              $340,243
Company, Inc.
210 South Hoagland Boulevard
Kissimmee, FL 34741

Coleman Floors                   Trade Debt              $115,551
1930 North Thoreau Drive
Suite 100
Schaumberg, IL 60173

R & W Maintenance Inc.           Trade Debt               $92,248

American Door & Mill Co.         Trade Debt               $78,689

American Woodmark Corp.          Trade Debt               $71,537

Common Grounds, Inc.             Trade Debt               $56,560

Concepts in Greenery Inc.        Trade Debt               $56,118

M&N Construction                 Trade Debt               $53,325

Impire Corporation               Trade Debt               $44,605

Southern Style Construction      Trade Debt               $42,104

General Electric Co.             Trade Debt               $39,738

High and Low Electric            Trade Debt               $37,015

All Terrain Tractor              Trade Debt               $28,993
Service Inc.

B Shea Inc.                      Trade Debt               $27,950

A&B Stucco Inc.                  Trade Debt               $25,396

Spraggins Builder Services       Trade Debt               $24,283

Advantage Glass                  Trade Debt               $24,145

Trim-Pak                         Trade Debt               $18,763

Hart and Reid Franklin           Trade Debt               $16,975

O. Summerport by Levitt and Sons, LLC's 17 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Sunshine Kitchens Inc.           Trade Debt               $53,456
P.O. Box 54830
New Orleans, LA 70154

Coleman Floor                    Trade Debt                $2,145
1930 North Thoreau Drive
Suite 100
Schaumberg, IL 60173

R & W Maintenance Inc.           Trade Debt                $1,950
9815 Quiet Lane
Winter Garden, FL 34787

King Painting Contractors        Trade Debt                $1,475

Enegy Air Inc.                   Trade Debt                $1,086

American Kitchens Inc.           Trade Debt                $1,057

Nancy Perez                      Trade Debt                $1,000

Clermont Security & Sound        Trade Debt                  $920

CCI Site Development             Trade Debt                  $877

Arcadis G&M Inc.                 Trade Debt                  $809

Capri Engineering                Trade Debt                  $562

L & Jim Painting Inc.            Trade Debt                  $360

Sun-Tech Windows Inc.            Trade Debt                  $302

Marotta Enterprises Inc.         Trade Debt                  $75

Advantage Glass                  Trade Debt                  $75

Broad and Cassel                 Trade Debt                  $36

Zephyrhills Processing Center    Trade Debt                  $15

P. Levitt Construction-East, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Bank Loan           $103,859,044
101 East Kennedy Boulevard
Tampa, FL 33602

Q. Levitt and Sons of Lee County, LLC's 11 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Stearns Weaver Miller            Trade Debt                $8,489
Weisler Alhadeff PA
150 West Flagler Street
Miami, FL 33130

Accessibility Services           Trade Debt                $8,048        
Suite 206, 7421 114th Avenue
Largo, FL

JM Carrigan Corp.                Trade Debt                $7,690
P.O. Box 1691
Sanibel, FL 33957

American Woodmark Corp.          Trade Debt                $7,350

WCA Waste Corporation            Trade Debt                $7,300

Melco Electric                   Trade Debt                $6,115

Smith Ruden McClosky             Trade Debt                $6,070

Wayne Wiles Floor                Trade Debt                $5,874

Kelly Services Inc.              Trade Debt                $5,376

CMR Contracting Inc.             Trade Debt                $4,535

Gatesystems Unlimited            Trade Debt                $4,169

R. Cascades by Levitt and Sons, LLC's 17 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Sunshine Kitchens Inc.           Trade debt              $117,922
P.O. Box 54830
New Orleans, LA 70154

Custom Storm Shutters            Trade debt                $6,884
215 South East 8th Avenue
Boynton Beach, FL 33435

Residential Kitchen              Trade debt                $4,770
Designs, Inc.
2245 West 10th Avenue
Hialeah, FL 33010

Juniper Landscaping Inc.         Trade debt                $4,024

CMR Contracting, Inc.            Trade debt                $3,100

Sunny Grove Landscaping          Trade debt                $2,235

Cascade@Estero Resident          Trade debt                $1,608

Naples Daily News                Trade debt                $1,415

Pro Frame Cont Inc.              Trade debt                $1,112

Coleman Floors Company           Trade debt                  $960

ABC Screen Masters Inc.          Trade debt                  $870

Heidt & Associates, Inc.         Trade debt                  $375

Gustavo Rivero & Son             Trade debt                  $175

Henderson, Franklin,             Trade debt                  $160
Starnes & Holt, P.A.

Prestige Cleaning of             Trade debt                   $60
SW Florida

Strategic Insulation             Trade debt                   $50

Stock Building Supply            Trade debt                   $25

S. Levitt and Sons of Georgia, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Rochester & Associates, Inc.     Trade Debt               $13,001
P.O. Box 2871
Gainesville, GA 30503
Tel: (770) 718-0600

Hyphen Solutions Ltd.            Trade Debt               $12,398
P.O. Box 849936
Dallas, TX 75284-9936
Tel: (972) 728-8114

ALS Design & Drafting            Trade Debt                $5,632
c/o Robert Satkovich
Services Inc.
2721 Summer Street
Kennesaw, GA 30144
Tel: (770) 590-1300

Market4site LLC                  Trade Debt                $4,200

Excel Staffing Inc.              Trade Debt                $3,146

American Woodmark Corp.          Trade Debt                $2,904

Quill Corporation                Trade Debt                $2,634

Randstad                         Trade Debt                $2,012

Aeroteck Inc.                    Trade Debt                $1,430

Smith, Gambrell & Russel         Trade Debt                $1,066

Georgia MLS                      Trade Debt                $1,001

CIT Technology Fin Serv Inc.     Trade Debt                  $925

Pitney Bowes Global Financial    Trade Debt                  $514
Services                     

AAA Digital Imaging              Trade Debt                  $428

Business Printing Solutions      Trade Debt                  $374

Classic Party Rentals            Trade Debt                  $367

Cherokee Association of          Trade Debt                  $326
Realtors #104

Yellow Pages Co.                 Trade Debt                  $284

Perimeter Blueprint              Trade Debt                  $279

Staples Credit Plan              Trade Debt                   $24

T. Levitt Industries, LLC does not have any creditors who are not
   insiders.

U. Levitt and Sons at Hawks Haven, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Bank loan           $103,859,044
101 East Kennedy Boulevard
tampa, FL 33602

Pro Frame Cont. Inc.             Trade debt              $133,208
2985 Center Port Circle
Suite 1
Pompano Beach, FL 33064

Coleman Floors Company           Trade debt              $115,638
1930 North Thoreau Drive
Suite 100
Schaumberg, IL 60173

Juniper Landscaping Inc.         Trade debt               $74,312

Gulf Western Roofing             Trade debt               $64,563

JJR Construction Co.             Trade debt               $47,211

Cox Lumber Co. dba HD            Trade debt               $44,599
Supply LBM

Melco Electric Inc.              Trade debt               $44,397

Precision Drywall                Trade debt               $43,894

Precast Wall Systems, Inc.       Trade debt               $36,760

Distinctive Kitchens and         Trade debt               $33,457
Baths, Inc.

CMR Contracting, Inc.            Trade debt               $32,354

The Pool People West, Inc.       Trade debt               $30,414

JM Carrigan Corp.                Trade debt               $26,833

Southern Living                  Trade debt               $24,105

Lawson Industries Inc.           Trade debt               $23,240

Sansone Corp.                    Trade debt               $22,839

Royal Const. Group, Inc.         Trade debt               $20,506

Carter-Pritchett                 Trade debt               $17,540
Advertising, Inc.

Jade Home D‚cor, Inc.            Trade debt               $17,444

V. Levitt and Sons of Cherokee County, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wachovia Bank                    Bank Loan           $103,699,834
One East Broward Boulevard
3rd Floor
Fort Lauderdale, FL 33301

JB Stevens                       Trade Debt            $1,176,747
Construction Co. Inc.
P.O. Box 908027
Gainesville, GA 30213

Strack, Inc.                     Trade Debt              $583,426
125 Laser Ind. Court
Fairburn, GA 30213

Piedmont Landscape               Trade Debt              $450,907
Contracts LLC Suite B
P.O. Box 660248
Chamblee, GA 30341

Bartow Paving Company Inc.       Trade Debt              $336,628
P.O. Box 2045
Cartersville, GA 30120

C&C Ripoll Masonry of            Trade Debt              $277,198
Georgia LLC
P.O. Box 29
Point Pleasant, NJ 08742

Georgia Floors, Inc.             Trade Debt              $272,864
1100 Cobb International Place
Kennesaw, GA 30040

JNJ Foundation Specialists Inc.  Trade Debt              $177,215

Coleman Floor Company            Trade Debt              $176,673

Hogan Construction Inc.          Trade Debt              $175,374

Quality Construction             Trade Debt              $165,509

Klein Elite Millwork Inc.        Trade Debt              $162,783

Residential Drywall Inc.         Trade Debt              $160,263

AAA Painting                     Trade Debt              $155,441

Hydrospec, Inc.                  Trade Debt              $136,364

Laurel Canyon, LLC               Trade Debt              $123,500

Staton Heating & Air             Trade Debt              $122,666
Conditioning Inc.

Houston Stafford Electric-DNU    Trade Debt              $116,101

LMI Electrical Contractors Inc.  Trade Debt              $112,205  

American Woodmark Corp.          Trade Debt              $101,793

W. Levitt Homes Bellaggio Partners, LLC does not have any
   creditors who are not insiders.

X. Magnolia Lakes by Levitt and Sons, LLC's Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Sunshine Kitchens Inc.           Trade Debt                $9,336
P.O. Box 54830
New Orleans, LA 70154

Neopost                          Trade Debt                  $575
P.O. Box 45800
San Francisco, CA 94145

Y. Levitt and Sons of Hall County, LLC's 19 Largest Unsecured
    Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wachovia Bank                    Bank Loan           $103,669,834
c/o Philip J. Lyew
One East Broward Boulevard
3rd Floor
Fort Lauderable, FL 33301

Coffman Grading Inc.             Trade Debt              $612,972
2450 Atlanta Highway, Suite
Cumming, GA 30085
Tel: (678) 790-0360

Sunbelt Structures Inc.          Trade Debt              $321,137
P.O. Box 327
Tucker, GA 30085
Tel: (770) 934-1839

Georgia Floors Inc               Trade Debt              $309,511
1100 Cobb International Place
Kennesaw, GA 30152
Tel: (678) 287-1718

Sunbelt Asphalt Surfaces         Trade Debt              $297,956
1383 Duncan Lane
Auburn, GA 30011
Tel: (770) 867-5312

Quality Construction             Trade Debt              $285,138
675 Mansell Road
Suite 250
Roswell, GA 30076
Tel: (770) 667-6500

Lanier Contracting Company       Trade Debt              $252,583
c/o Dwight Dorsey
3690 Lawrencewille-Suwanee Road
Suwanee, GA 30024
Tel: (404) 435-0816

Piedmont Landscape               Trade Debt              $216,393
Contractors, LLC

HD Supply Construction Supply    Trade Debt              $168,887

R&R Superior Plumbing Inc.       Trade Debt              $112,380

Hogan Construction Inc.          Trade Debt              $110,821

Staton Heaing & Air              Trade Debt              $109,857

Dilbeck Drywall Inc.             Trade Debt              $108,566

Wilkins Electric Co. Inc.        Trade Debt               $85,636

General Electric Co-Atlanta      Trade Debt               $83,498

Andersen Brothers Inc.           Trade Debt               $79,086

American Woodmark Corp.          Trade Debt               $73,655

Hydrospec Inc.                   Trade Debt               $70,938

Steadfast Bridge Co.             Trade Debt               $64,776

Z. Levitt Homes, LLC's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Blattner Brunner Inc.            Trade Debt               $88,843
P.O. Box 1168
Hermitage, PA 16148

Real Foundations                 Trade Debt               $76,087
Department 890330
P.O. Box 120330
Dallas, TX 75312

Stearns Weaver Miller            Trade Debt               $75,387
Weisler Alhadeff P.A.
150 West Flagler Street
Miami, FL 33130

King Painting Contractors        Trade Debt               $67,199

Berta Management of              Trade Debt               $47,409
Florida Corp.

Mactec Engineering               Trade Debt               $46,673

MDG Advertising                  Trade Debt               $45,725

Richard A. Heaston               Trade Debt               $45,000

Showcase Events Inc.             Trade Debt               $37,778

Tri-County Drywall               Trade Debt               $28,128
Services Inc.

Broad and Cassel                 Trade Debt               $25,102

CCI Site Development             Trade Debt               $21,994

FacFind Inc.                     Trade Debt               $18,732

Market4site, LLC                 Trade Debt               $15,860

Hyphen Solutions Ltd.            Trade Debt               $14,690

Internet Broadcasting Systems    Trade Debt               $13,478

Fun Planners Inc.                Trade Debt               $12,468

Digiscribe Inc.                  Trade Debt               $10,783

ASP Framing Corporation          Trade Debt                $8,945

Builder Homesite Inc.            Trade Debt                $7,525

AA. Levitt and Sons at Tradition, LLC's 20 Largest Unsecured
    Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
KeyBank                          Bank loan            $96,478,909
2385 Executive Center Drive
Suite 350
Boca Raton, FL 33431

H & J Contracting Inc.           Trade debt              $201,077
P.O. Box 210427
Royal Palm Beach, FL 33421

Hayslip Landscape                Trade debt              $166,362
6153 South US #1
Fort Pierce, FL 34982

East Coast Bobcat Inc.           Trade debt              $143,424

Tropic Floors                    Trade debt              $135,958

Certified Building Contractors   Trade debt              $115,635

Royal Palm Aluminum, Inc.        Trade debt               $95,820

Tradition Development            Trade debt               $93,090

Precision Drywall                Trade debt               $90,582

Comet Electric                   Trade debt               $82,968

Regal Kitchens                   Trade debt               $72,420

Belvedere Contracting            Trade debt               $65,526

General Electric Co.             Trade debt               $51,989

Pool People East Inc, The        Trade debt               $50,990

Reliable Roofing                 Trade debt               $46,946

Dacosta Services Inc.            Trade debt               $45,407

Tradition Community Assoc.       Trade debt               $45,360

Buckeye Plumbing Inc.            Trade debt               $33,924

Royal Const. Group, Inc.         Trade debt               $33,083

Roof Tile Specialist Inc.        Trade debt               $32,936

AB. Avalon Park By Levitt and Sons, LLC's 18 Largest Unsecured
    Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Sunshine Kitchens Inc.           Trade Debt              $186,643
P.O. Box 54830
New Orleans, LA 70154

Cloud 9 Services Inc.            Trade Debt               $26,268
1201 W. Jackson Street
Orlando, FL 32739

All Terrain Tractor              Trade Debt               $20,388
Service Inc.
P.O. 390958
Deltona, FL 32739

Superior Trim & Door             Trade Debt               $11,305

Southern Skid Steer Inc.         Trade Debt               $10,100

Universal Engineering Sciences   Trade Debt                $6,459

Stearns Weaver Miller            Trade Debt                $5,065

US Storing & Equipment Co.       Trade Debt                $4,626

Foote Steel Corporation          Trade Debt                $4,275

Bobcat Excavating Inc.           Trade Debt                $2,960

Marotta Enterprises Inc.         Trade Debt                $2,281

Coleman Floors                   Trade Debt                $1,735

Southern Marble & Design         Trade Debt                $1,729

M.A. Bruder & Sons, Inc.         Trade Debt                $1,660

M & N Construction               Trade Debt                $1,400

Seminole Cans Inc.               Trade Debt                $1,373

High and Low Electric            Trade debt                $1,038

Servicemaster of Southwest       Trade Debt                  $741
Seminole

AC. Levitt and Sons of Paulding County, LLC's 20 Largest Unsecured
    Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wachovia Bank                    Bank Loan           $103,669,834
One East Broward Boulevard
3rd Floor
Fort Lauderdale, FL 33301
Attn: Philip J. Lyew

Strack, Inc.                     Trade Debt            $1,398,589
125 Laser Ind. Court
Fairburn, GA 30213

Aiken Grading, Inc.              Trade Debt              $519,044
P.O. Box 106
Dallas, GA 30132

Tippins Contracting Co., Inc.    Trade Debt               $88,606

Qore, Inc.                       Trade Debt               $51,521

Bartow Paving Company, Inc.      Trade Debt               $45,678

Gaskins Surveying Co., Inc.      Trade Debt               $35,497

Quantum Underground              Trade Debt               $25,260

Piedmont Landscape               Trade Debt               $10,875

TA Millwork LLC                  Trade Debt                $5,310

Hydrospec, Inc.                  Trade Debt                $3,373

Consumer Source Inc.             Trade Debt                $3,071

Smith, Gambrell & Russell        Trade Debt                $3,046

Excel Staffing Inc.              Trade Debt                $2,904

Clear Channel Outdoor Melbourne  Trade Debt                $2,446

Clear Channel Outdoor Atlanta    Trade Debt                $2,446

Atlanta Erosion Consultants LLC  Trade Debt                $1,750

Flgraphix Inc.                   Trade Debt                $1,337

American Woodmark Corp.          Trade Debt                $1,040

Angles Wood & Graphics           Trade Debt                  $920

AD. Levitt and Sons of Tennessee, LLC does not have any
    creditors who are not insiders.

AE. Levitt Construction Georgia, LLC does not have any creditors
    who are not insiders.

AF. Levitt and Sons of Lake County, LLC's 20 Largest Unsecured
    Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Ralph W. Lay                     Bank Loan           $103,859,043
Bank of America                   
101 East Kennedy Boulevard
Tampa, FL 33602
                                   
M & N Construction               Trade Debt              $237,947
Central Florida            
Services, Inc.
3300 Indian Trail
Eustis FL, 32726
                          
Cascades at Groveland CDD        Trade Debt              $206,616
7777 Glades Road
Boca Raton, FL 33434

Concepts in Greenery Inc.        Trade Debt              $189,919

Energy Air Inc.                  Trade Debt              $153,162

Dewitt Excavating Inc.           Trade Debt               $92,774

Garrard Carpentry Inc.           Trade Debt               $85,060

Palmer Electric Company          Trade Debt               $78,071

V&V Const Services Inc.          Trade Debt               $67,950
                                      
Superior Trim & Door             Trade Debt               $58,268

Collis Roofing Inc.              Trade Debt               $55,905

84 Lumber Company L.P.           Trade Debt               $55,543

Rikmar Construction              Trade Debt               $50,868

R & W Maintenance Inc.           Trade Debt               $48,112

Morales-Keesee Design            Trade Debt               $44,266

Rizzo Roofing LLC                Trade Debt               $40,729

Swell Construction Co.           Trade Debt               $40,635

Rens Plumbing Inc.               Trade Debt               $39,146

ASP Framing Corporation          Trade Debt               $34,788

Florida Landscape                Trade Debt               $33,547

AG. Bowden Building Corporation's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Regions Bank                     Bank Loan            $24,734,018
6200 Poplar Avenue
3rd Floor
Memphis, TN 38119

Financial Federal                Bank Loan               $217,615
6305 Humpreys Boulevard
Suite 100
Memphis, TN 38120

Millington Floor Covers Inc.     Trade Debt              $202,232
9040 Highway 51 North
Millington, TN 38053

Boral Bricks Inc.                Trade Debt              $131,841

Christenson Sash & Door          Trade Debt              $131,161

Jack M. Otto Electric            Trade Debt              $130,461

Thrifty Building Supply          Trade Debt              $124,701

Woodson & Bozeman Inc.           Trade Debt              $110,378

Mitchell Ivey Taylor             Trade Debt               $82,957

Dyke Industries Inc.             Trade Debt               $82,817

William T. Yarbrough Jr.         Trade Debt               $71,149

Acme Brick Company               Trade Debt               $66,623

Quality Insulation Inc.          Trade Debt               $63,004

Owen Lumber & Millwork           Trade Debt               $55,784

Marble Products Inc.             Trade Debt               $55,312

Cenwood Appl/Memphis             Trade Debt               $54,775

R W Wilkerson Heating            Trade Debt               $49,577

84 Lumber Company                Trade Debt               $49,089

Heritage Plumbing LLC            Trade Debt               $32,521

Allied Waste                     Trade Debt               $32,000

AH. Levitt and Sons of South Carolina, LLC does not have any
    creditors who are not insiders.

AI. Levitt and Sons of Nashville, LLC did not file a list of its
    20 largest unsecured creditors.

AJ. Levitt and Sons of Horry County, LLC's 20 Largest Unsecured
    Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wachovia Bank                    bank loan           $103,669,834
One East Broward Boulevard
3rd Floor
Fort Lauderdale, FL 33301
c/o Philip J. Lyew
One East Broward Boulevard
3rd Floor
Fort Lauderdale, FL 33301

Waccamaw Landscaping &           trade debt              $384,788
Construction Construction,
Inc.
P.O. Box 213
Pawleys Island, SC 29585
Tel: (843) 237-2224

Philips and Jordan, Inc.-        trade debt              $345,169
North Florida
1301 48th Avenue North,
Suite A
Myrtle Beach, SC 29577
Tel: (843) 692-27200

J.S. Elite Flooring Co.          trade debt              $306,669
541 Robert Grisom Parkway
Myrtle Beach, SC 29577
Tel: (843) 444-0407

Cohen Drywall Co., Inc.          trade debt              $251,086
1415 Old Highway 52
Moncks Corner, SC 29461
Tel: (843) 761-6587

Renew Construction               trade debt              $233,637

Sky General Contracting          trade debt              $228,604

American Woodmark                trade debt              $224,397
dba Timberlake Cabinet

Archer Exteriors, Inc.           trade debt              $202,587

84 Lumber Company                trade debt              $188,726

Elite Exteriors, LLC             trade debt              $148,387

Coastal Residential Services,    trade debt              $139,394
L.L.C.

Omni Electrical Services         trade debt              $130,264

General Electric Co.             trade debt              $121,197

Dean Custom Air                  trade debt              $105,271

Trebor Industries, Inc.          trade debt               $93,955

Countertop Store, The            trade debt               $93,171

Cribbs Well & Supply Co., Inc.   trade debt               $87,700

Tricity Insulation               trade debt               $83,177

Ferguson Enterprises, Inc.       trade debt               $63,398

AK. Levitt and Sons of Shelby County, LLC's Largest Unsecured
    Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Regions Bank                     Bank Loan            $24,734,018
c/o Maria Lapuente
6200 Poplar Avenue, 3rd Floor
Memphis, TN, 38119

AL. Levitt Construction-South Carolina, LLC does not have any
    creditors who are not insiders.


LSO LTD: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LSO Ltd.
        dba Lifestyles Tours and Travel
        dba Lifestyles Resorts
        dba PlayCouples
        dba NASCUA
        dba Wide World Lifestyles
        2641 West La Palma Avenue, Suite H
        Anaheim, CA 92801-2664

Bankruptcy Case No.: 07-13744

Chapter 11 Petition Date: November 8, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael Jay Berger, Esq.
                  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

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Robert McGinley                           $1,005,000
2641 West La Palma Avenue
Suite H
Anaheim, CA 92801

Desire                                      $560,496
Boulevard Kukulcan km 5
Zona Hotelera

American Express Business Platinum          $109,943
P.O. Box 297879
Fort Lauderdale, FL 33329-7879

Wells Fargo Line of Credit                   $96,704

Leffert Jay & Polglaze, P.A.                 $56,521

Black Belt Programming                       $15,658

Murray & Sabban LLP                          $12,503

Network 2000                                  $9,111

Tele Pacific Communications                   $5,724

American Express Business Gold Card           $5,478

Konica Minolta Bus Solutions - Philadelphia   $3,923

IKON Financial Services                       $3,808

Weston, Garrou & DeWitt                       $2,155

Wells Fargo Credit Card                       $1,515

R&R Publishing                                $1,350

Quick Books Enterprise Solutions              $1,200

Konica Minolta Bus Solutions - Los Angeles    $1,101

Express Graphics & Printing                     $987

Complete Printing Company                       $948


M FABRIKANT: Judge Bernstein Approves Joint Disclosure Statement
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of U.S. Bankruptcy Court for the
Southern District of New York approved the Disclosure Statement
explaining the Chapter 11 Plan of Liquidation jointly filed by M.
Fabrikant & Sons Inc., its debtor-affiliate, Fabrikant-Leer
International Ltd., the Official Committee of Unsecured Creditors,
and Wilmington Trust Company.

The Court determined that the Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
U.S. Bankruptcy Code.

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

                          Plan Funding

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

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

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

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

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

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

                       Treatment of Claims

Under the Plan, holders of Administrative Expense Claims, Priority
Tax Claims, Professional Fee Claims, U.S. Trustee Fees, and Other
Priority Claims will receive payments in full, in cash.

Class 2 claims, or current lender claims will receive pro rated
share of the Shared Assets Trust A Interests, which will entitle
the holder to distributions from the Shared Assets Trust as and
to the extent set forth in this Plan and in the Shared Assets
Trust Agreement and (b) payment in full in Cash of all fees of
Wilmington incurred in connection with the Cases.

Holders of Class 3 claims, or other secured claims, will receive
any of these alternative treatments, at the election of a shared
assets trustee:

     a) payment in full in cash;

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

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

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

Holders of Class 4 Unsecured Claims and Class 5 Unsecured Claims
will receive pro rata distribution from the proceeds of any and
all claims or causes of action of the Debtors, the estates, or the
Committee, against third parties.  The plan proponents estimate
the distribution for class 4 and 5 unsecured claims to be at 7.5%
to 100%.

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

A full-text copy of the Joint Chapter 11 Plan of Liquidation is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=071003212249   

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

   http://www.researcharchives.com/bin/download?id=071003212044

                       About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  In schedules filed with the Court, M.
Fabrikant disclosed total assets of $225,612,204 and total debts
of $439,993,890.


M FABRIKANT: Plan Confirmation Hearing Slated for December 19
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
scheduled a hearing for Dec. 19, 2007, at 10:00 am, prevailing
Eastern Time, to consider confirmation of the Chapter 11 Plan of
Liquidation jointly filed by M. Fabrikant & Sons Inc., its debtor-
affiliate, Fabrikant-Leer International Ltd., the Official
Committee of Unsecured Creditors, and Wilmington Trust Company.

The Court ruled that the record holder date for holders of claims
in the voting classes is Nov. 7, 2007.   Voting classes include
holders of class 2 claims (claims of the current lenders), class 3
claims (other secured claims), class 4 claims (unsecured claims
against M. Fabrikant), and class 4 claims (unsecured claims
against Fabrkikant-Leer).

Persons and entities entitled to vote on the Plan must deliver
their ballots by mail, hand delivery, or overnight courier no
later than 4:00 p.m., prevailing Eastern Time, on Dec. 3, 2007, to
the voting agent:

   a. if by mail:
      The Garden City Group, Inc.
      Re: M. Fabrikant & Sons, Inc.
          PO Box 9000 #6492
          Merrick, NY 11566-9000

   b. if by hand delivery or overnight courier:
      The Garden City Group, Inc.
      Re: M. Fabrikant & Sons, Inc.
           105 Maxess Road
           Melville, NY 11747

Objections to confirmation of the Plan must be filed with the
Clerk of the Bankruptcy Court, together with proof of service, no
later than 4:00 p.m., prevailing Eastern Time, on Dec. 7, 2007,
and must be served on (a) counsel to Wilmington; (b) counsel to
the Committee; (c) the United States Trustee for the Southern
District of New York; (d) counsel to the Debtors; and (e) any
party that has filed a notice of appearance in these cases.

Responses to objection to confirmation of the Plan must be filed
with the Clerk of the Bankruptcy Court, together with proof of
service, no later than 4:00 p.m., prevailing Eastern Time, on
Dec. 13, 2007.

                       About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  In schedules filed with the Court, M.
Fabrikant disclosed total assets of $225,612,204 and total debts
of $439,993,890.


M FABRIKANT: Last Day of Filing Administrative Claims is Dec. 7
---------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York set the deadline for filing proofs
of administrative claims on Dec. 7, 2007, at 4:00 p.m.  Parties
must submit claims to the Court Clerk:

   a. if by mail:
      United States Bankruptcy Court
      Southern District of New York
      Re: M. Fabrikant & Sons, Inc., et al., Claims Processing
          P.O. Box 5197, Bowling Green Station
          New York, NY 10274

   c. if by hand delivery or overnight courier:
      United States Bankruptcy Court
      Southern District of New York
      Re: M. Fabrikant & Sons, Inc., et al., Claims Processing
          One Bowling Green, Room 534
          New York, NY 10004

Pursuant to section 503(a) of the Bankruptcy Code and Bankruptcy
Rule 3003(c)(3), each individual, partnership, joint venture,
corporation, estates, trust, and governmental unit, that asserts
an administrative expense claim against the Debtors, which claim
arose (i) between the applicable commencement date and the
administrative expense bar date, or (ii) as the result of goods
delivered to the Debtors in the ordinary course of business within
twenty days before the applicable commencement date pursuant to
section 503(b)(9), will file a request for payment of their
administrative expense.

The administrative proofs of claim will be deemed timely filed
only if actually received on or before the administrative expense
bar date.  Administrative proofs of claim sent by facsimile or
telecopy will not be accepted.

                        About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  In schedules filed with the Court, M.
Fabrikant disclosed total assets of $225,612,204 and total debts
of $439,993,890.


MORGAN STANLEY: S&P Places 'B' Rating Under Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' rating on the
$3 million class A-10 secured fixed-rate notes from Morgan Stanley
ACES SPC?s series 2006-8 on CreditWatch with negative
implications.
     
The rating action reflects the Nov. 8, 2007, placement of the
ratings on Mediacom Communications Corp. (BB-/Watch Neg/NR) on
CreditWatch with negative implications.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit-linked note transaction.  The rating on
each class of notes is based on the lowest of (i) the ratings on
the respective reference obligations for each class (with respect
to class A-10, the senior notes issued by Mediacom LLC {'B/Watch
Neg'}, a subsidiary of Mediacom Communications Corp.); (ii) the
rating on the guarantor of the counterparty to the credit default
swap, the interest rate swap, and the contingent forward agreement
(in each instance, Morgan Stanley {'AA-'}; and (iii) the rating on
the underlying securities, BA Master Credit Card Trust II's class
A certificates from series 2001-B due 2013 ('AAA').


MATTRESS GALLERY: Wants to Hire Greenberg Traurig as Counsel
------------------------------------------------------------
Gallery Corp. dba Mattress Gallery asks the United States
Bankruptcy Court for the District of Delaware for permission
to employ Greenberg Traurig LLP as its counsel, nunc pro tunc to
Nov. 1, 2007.

Greenberg Traurig is expected to:

   a. provide legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operation of
      its  business and management of its property;

   b. negotiate, draft pursue confirmation of any plan of
      reorganization and approval of any accompanying disclosure
      statement;

   c. prepare on behalf of the Debtor all applications, motions,
      answers, orders, reports and other legal papers necessary to
      the administration of the Debtor's estate;

   d. appear in Court and protect the interest of the Debtor
      before the Court;

   e. assist with any dispostion of the Debtor's assets, by sale
      or otherwise;

   f. attending all meetings and negotiate with representative of
      creditors, the United States Trustee, and other parties-in-
      interest; and

   g. perform all other legal services for, and provide all other
      necessary legal advice to, the Debtor which may be necessary
      and proper in this case.

The firm's professionals and their compensation rates are:

      Professionals                     Hourly Rate
      -------------                     -----------
      Donald J. Detweiler, Esq.             $510
      Matthew T. Gensburg, Esq.             $580
      Sandra G.M. Selzer, Esq.              $405
      Dennis A. Meloro, Esq.                $360
      Ethan F. Ostrow                       $260
      Kerry Carlon                          $190
      Elizabeth C. Thomas                   $190

      Designations                       Hourly Rate
      ------------                       -----------
      Attorneys                           $180-$900
      Legal Assistants/Paralegals          $75-$300

The Debtor discloses that on Oct. 31, 2007, the firm received a
$150,000 retainer fee in connection with the Debtor's petition and
various first day motions.

Donald J. Detweiler, Esq., a shareholder of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Detweiler can be reached at:

     Donald J. Detweiler, Esq.
     Greenberg Traurig LLP
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, DE 19801
     Tel: (302) 661-7000
     Fax: (302) 661-7360
     http://www.gtlaw.com/

A hearing to consider the Debtor's request has been set for
Nov. 21, 2007.

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. D.
Del. Case No. 07-11628).  When the Debtor filed for bankruptcy, it
listed total assets and debts between $1 million and $100 million.


MATTRESS GALLERY: Court Approves Kurtzman Carson as Claims Agent
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Gallery Corporation dba Mattress Gallery authority to employ
Kurtzman Carson Consultant LLC as its balloting, noticing and
claims agent.

Kurtzman Carson is expected to:

   a. serve as the Court's notice agent to mail notices to the
      estate's creditors and parties-in-interest;

   b. provide computerized claims, claims objection and balloting
      database services; and

   c. provide expertise and consultation and assitance in claim
      and ballot processing, and other relevant administrative
      services.

Additionally, the firm will:

   a. notify all potential creditors of the filing of the Chapter
      11 petition herein and of the setting of the firt meeting of
      creditors pursuant to Section 341(a) of the Bankruptcy Code.

   b. file affidavits of service for all mailings, including a
      copy of each notice, a list of persons to whom the notice
      was mailed, and the date mailed.

   c. maintain an official copry of the Debtor's schedules,
      listing creditors and amounts owed;

   d. furnish a notice of the last date for the filing of
      proofs of claim and a form for filing a proof of claim to
      creditors and parties-in-interest;

   e. docket all claims filed and maintaining the official
      claims register on behalf of the clerk and provide the clerk
      an exact duplicate thereof;

   f. specify in the claims register for each claim docket:

        i. the claims number assigned;

       ii. the date received;

      iii. the name and address of the claimant;

       iv. the filed amount of the claim, if liquidated; and

        v. the allowed amount of the claim.

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

   h. maintain the official mailing list for all entities who have
      filed proofs of claim;

   i. mail the Debtor's disclosure statement, plan, ballots and
      any other related solicitation materials to holders of
      impaired claims and equity interests;

   j. receive any tallying ballots and responding to inquiries
      respecting voting procedures and the soliciation of votes on
      the plan; and

   k. provide any other distribution services as are necessary or
      required.

The Debtor tells the Court that the firm received a retainer in
the amount of $20,000 for services to be rendered.  In addition,
the Debtor agreed to pay $10,000 per month to the firm for this
engagement.

Robert Q. Klamser, the vice president of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtor's estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Klamser can be reached at:

      Robert Q. Klamser
      Vice President
      Kurtzman Carson Consultants LLC
      2335 Alaska Ave.
      El Segundo, CA 90245
      Tel: (310) 823-9000
      Fax: (310) 823-9133

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. D.
Del. Case No. 07-11628).  When the Debtor filed for bankruptcy, it
listed total assets and debts between $1 million and $100 million.


MCCLATCHY CO: Declining Revenue Cues Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed The McClatchy Company's Ba1
Corporate Family rating, Ba1 Probability of Default rating, and
associated debt ratings on review for downgrade due to ongoing
pressure on the company's cash flow from declining advertising
revenue that contributed to a $1.5 billion write-down of newspaper
assets in the third quarter, and the resulting challenge to reduce
leverage to the ranges originally incorporated in the Ba1 rating.

On Review for Possible Downgrade:

Issuer: McClatchy Company (The)

   -- Corporate Family Rating, currently Ba1

   -- Probability of Default Rating, currently Ba1

   -- Senior Unsecured Bank Credit Facility, currently Baa3

   -- Senior Unsecured Regular Bond/Debenture, currently Ba2

Rating Outlook Actions:

Issuer: McClatchy Company (The)

   -- Outlook, Changed To Rating Under Review From Negative

McClatchy's credit metrics are weak for the rating with debt-to-
EBITDA (4.9x LTM June 30, 2007 incorporating Moody's standard
adjustments) remaining near the pro forma level at the time of
June 2006 Knight Ridder acquisition.  Moody's will review the
potential for the company to reduce 2008 leverage to the 3.5-4.0x
debt-to-EBITDA and 11-15x debt-to-free cash flow ranges originally
incorporated in the Ba1 CFR.  Moody's will consider the execution
risks and feasibility of the company's plan to reduce debt by $600
million through the end of 2008 with free cash flow, asset sale
proceeds and tax refunds, as well as the company's willingness to
continue to repay debt while its share price is under pressure.

Moody's will also review the company's ongoing cost management
plans and strategies to stabilize revenue and operating cash flow
generation, which stabilization is likely to be integral to
realizing the aforementioned credit metrics.  LGD assessments are
also subject to change as McClatchy's mix of guaranteed bank debt
and unguaranteed bonds changes.

The McClatchy Company, headquartered in Sacramento, California, is
the third largest newspaper company in the U.S., with 31 daily
newspapers and approximately 50 non-dailies. McClatchy also owns
McClatchy Interactive, Real Cities and equity investments in
CareerBuilder, Classified Ventures, and other newspaper and online
properties.  Annual revenue estimates $2.4 billion.


MCMORAN EXPLORATION: Prices $300 Million of 11.875% Notes Offering
------------------------------------------------------------------
McMoRan Exploration Co. has priced $300 million of senior notes
due 2014.  The senior notes have an interest rate of 11.875% per
year.  The transaction is expected to settle on Nov. 14, 2007.

This offering will generate net proceeds of approximately
$292 million, which McMoRan will use to repay borrowings under the
bridge facility used in connection with the acquisition of the
Gulf of Mexico shelf oil and gas properties of Newfield
Exploration Company.

McMoRan expects to repay the remaining $58 million of the bridge
facility using borrowings from its existing bank credit facility.  
Borrowings under the bank credit facility at
Sept. 30, 2007 totaled $313 million.  Interest on the bank credit
facility will be LIBOR plus 2.25% based on estimated borrowings.

The joint book-running managers for this offering are JPMorgan and
Merrill Lynch & Co.  BNP Paribas is a co-manager and served as a
qualified independent underwriter for this offering.  The offering
will be made under the company's existing shelf registration
statement filed with the Securities and Exchange Commission.

Copies of the prospectus supplements and accompanying prospectus
relating to this offering may be obtained by contacting:

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

            or

     Merrill Lynch & Co.
     Attn: Prospectus Department
     No. 4 World Financial Center
     New York, NY 10080

                    About McMoran Exploration

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

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating and stable outlook to McMoRan Exploration Co.  At
the same time, Standard & Poor's assigned its 'CCC+' rating to
McMoRan's proposed $400 million senior unsecured notes.


MEGA BRANDS: S&P Puts 'B+' Corp. Credit Rating Under Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and bank loan ratings on Montreal-based MEGA
Brands Inc. on CreditWatch with negative implications.  The '3'
recovery rating on the bank loan is unchanged.
     
"The CreditWatch placement reflects our concerns that revenues,
earnings, and credit protection measures at MEGA Brands did not
meet our expectations for the third quarter ended Sept. 30, 2007,
and could remain weaker than expected in the medium term due to
challenges the company faces," said Standard & Poor's credit
analyst Lori Harris.
     
Revenues in third-quarter 2007 declined 9% compared with the same
quarter the previous year because of lower Magnetix product sales
and production delays in Asia.  Reported gross profit (excluding
the C$20 million noncash inventory revaluation charge) dropped 38%
for the quarter compared with the same period the previous year
due to the reasons cited above as well as manufacturing
inefficiencies and the sale of excess inventory at a lower gross
margin.  
     
For the past two years, the company has been involved in
litigation related to its Magnetix product, which resulted in
product recalls, product replacement, and product liability
settlement expenses.  The charges related to the litigation have
negatively affected the company's debt levels and credit
ratios in a material way.  MEGA Brands has chosen to be self-
insured for Magnetix products manufactured before May 1, 2006, and
for incidents occurring after Dec. 1, 2006, because it viewed the
cost of insurance as prohibitive.  Management's decision to be
self-insured raises uncertainty surrounding the company's
potential exposure to liability claims and MEGA Brands' ability to
financially support these claims without excessively jeopardizing
the business' financial strength.
     
In addition, the company is involved in litigation with the former
shareholders of Rose Art Industries Inc., concerning contingent
payments related to MEGA Brands' acquisition of the business in
2005.  An additional $51 million in accrued consideration has yet
to be paid because MEGA Brands is disputing the claim.
     
Key credit measures (adjusted for operating leases and excluding
certain one-time charges) have weakened considerably in the past
couple of years, including debt to EBITDA of more than 5x for the
12 months ended Sept. 30, 2007.  MEGA Brands was in compliance
with its financial covenants and liquidity remained adequate for
the ratings at Sept. 30, 2007.
     
S&P will resolve the CreditWatch listing in the very near term
after reviewing Mega Brands' operating, strategic, and financial
plans.


MORGAN STANLEY: Fitch Holds Junk Rating on Class B-5 Certificates
-----------------------------------------------------------------
Fitch Ratings affirmed these Morgan Stanley residential mortgage
pass-through certificates:

Series 1996-1

   -- Class A at 'AAA';
   -- Class B-1 at 'AAA';
   -- Class B-2 at 'AAA';
   -- Class B-3 at 'AA';
   -- Class B-4 at 'BBB';
   -- Class B-5 at 'CCC/DR2'.

Series 2002-WL1, Pool 1

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

Series 2002-WL1, Pool 2

   -- Class A-X-3 at 'AAA';
   -- Class 3-B-1 at 'AAA';
   -- Class 3-B-2 at 'AAA';
   -- Class 3-B-3 at 'AAA';
   -- Class 3-B-4 at 'AAA';
   -- Class 3-B-5 at 'AA'.

The affirmations, affecting about $17.7 million of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.  All classes have experienced a
growth in CE of at least three times their original CE levels.

The collateral of the above transactions primarily consists of
conventional, fully amortizing, jumbo-prime, 15-year and 30-year
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.  The mortgage loans were acquired
by Morgan Stanley from various originators.

As of the September 2007 remittance date, the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) of series 1996-1 and 2002-WL1 are 2% and 3%,
respectively and the transactions are seasoned 140 and 62 months,
respectively.


MORGAN STANLEY: Moody's Cuts and Reviews Ratings on 11 Deals
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 86 tranches
and has placed under review for possible downgrade the ratings of
37 tranches from 11 deals issued by Morgan Stanley in 2006 and
late 2005.  Four downgraded tranches remain on review for possible
downgrade.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

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

Issuer: Morgan Stanley Mortgage Loan Trust 2005-11AR

   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to A3, previously A1,
   -- Cl. M-5, Downgraded to Baa3, previously A2,
   -- Cl. M-6, Downgraded to Ba1, previously A3,
   -- Cl. B-1, Downgraded to B2, previously Baa1,
   -- Cl. B-2, Downgraded to B3, previously Baa2,
   -- Cl. B-3, Downgraded to B3 on review for possible further
      downgrade, previously Baa2,
   -- Cl. B-4, Downgraded to Ca, previously Ba2.

Issuer: Morgan Stanley Mortgage Loan Trust 2005-6AR

   -- Cl. 1-M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. 1-M-4, Downgraded to A2, previously A1,
   -- Cl. 1-M-5, Downgraded to Baa1, previously A2,
   -- Cl. 1-M-6, Downgraded to Baa2, previously A3,
   -- Cl. 1-B-1, Downgraded to Baa3, previously Baa1,
   -- Cl. 1-B-2, Downgraded to Ba1, previously Baa2,
   -- Cl. 1-B-3, Downgraded to B2, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2005-9AR

   -- Cl. B-3, Downgraded to Ba1, previously Baa2,
   -- Cl. 1-B-3, Downgraded to Ba1, previously Baa2.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-11

   -- Cl. 1-M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. 1-M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. 1-M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. 1-M-4, Downgraded to A3, previously A1,
   -- Cl. 1-M-5, Downgraded to Baa1, previously A2,
   -- Cl. 1-M-6, Downgraded to Baa2, previously A3,
   -- Cl. 1-B-1, Downgraded to Ba1, previously Baa1,
   -- Cl. 1-B-2, Downgraded to Ba2, previously Baa2,
   -- Cl. 1-B-3, Downgraded to B1, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-13ARX

   -- Cl. A-3 Currently Aaa on review for possible downgrade,
   -- Cl. A-4 Currently Aaa on review for possible downgrade,
   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa2, previously A1,
   -- Cl. M-5, Downgraded to Ba2, previously A2,
   -- Cl. M-6, Downgraded to Ba3, previously A3,
   -- Cl. B-1, Downgraded to B2, previously Baa1,
   -- Cl. B-2, Downgraded to Caa1, previously Baa2,
   -- Cl. B-3, Downgraded to Ca, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-16AX

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to A3, previously A1,
   -- Cl. M-5, Downgraded to Baa1, previously A2,
   -- Cl. M-6, Downgraded to Baa2, previously A3,
   -- Cl. B-1, Downgraded to Ba2, previously Baa1,
   -- Cl. B-2, Downgraded to Ba3, previously Baa2,
   -- Cl. B-3, Downgraded to B1, previously Baa3,
   -- Cl. 3-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. 3-M-2, Downgraded to Baa3, previously A2,
   -- Cl. 3-B-1, Downgraded to B2, previously Baa2,
   -- Cl. 3-B-2, Downgraded to Caa2, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-1AR

   -- Cl. B-1 Currently Aa2 on review for possible downgrade,
   -- Cl. B-2, Downgraded to Ba1, previously A2,
   -- Cl. B-3, Downgraded to B3, previously Baa2,
   -- Cl. 1-M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. 1-M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. 1-M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. 1-M-4, Downgraded to Baa1, previously A1,
   -- Cl. 1-M-5, Downgraded to Baa3, previously A2,
   -- Cl. 1-M-6, Downgraded to Ba1, previously A3,
   -- Cl. 1-B-1, Downgraded to B2, previously Baa1,
   -- Cl. 1-B-2, Downgraded to B3, previously Baa2,
   -- Cl. 1-B-3, Downgraded to B3 on review for possible
      further downgrade, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-3AR

   -- Cl. M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. M-2 Currently Aa3 on review for possible downgrade,
   -- Cl. M-3, Downgraded to Ba1, previously A2,
   -- Cl. M-4, Downgraded to B1, previously A3,
   -- Cl. M-5, Downgraded to B3, previously Baa2,
   -- Cl. M-6, Downgraded to B3 on review for possible further
      downgrade, previously Baa3,
   -- Cl. B-1, Downgraded to Caa3, previously Ba2,
   -- Cl. 1-M-4, Downgraded to A2, previously A1,
   -- Cl. 1-M-5, Downgraded to A3, previously A2,
   -- Cl. 1-M-6, Downgraded to Baa1, previously A3,
   -- Cl. 1-M-7, Downgraded to Ba1, previously Baa1,
   -- Cl. 1-M-8, Downgraded to B1, previously Baa2,
   -- Cl. 1-M-9, Downgraded to B2, previously Baa3,
   -- Cl. 1-B-1, Downgraded to B3, previously Ba1.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-5AR

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa1, previously A1,
   -- Cl. M-5, Downgraded to Baa3, previously A2,
   -- Cl. M-6, Downgraded to Ba2, previously A3,
   -- Cl. M-7, Downgraded to B2, previously Baa1,
   -- Cl. M-8, Downgraded to B3, previously Baa2,
   -- Cl. M-9, Downgraded to B3 on review for possible further
      downgrade, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-6AR

   -- Cl. B-1 Currently Aa2 on review for possible downgrade,
   -- Cl. B-2, Downgraded to Baa2, previously A2,
   -- Cl. B-3, Downgraded to B2, previously Baa2,
   -- Cl. 1-M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. 1-M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. 1-M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. 1-M-4, Downgraded to Baa1, previously A1,
   -- Cl. 1-M-5, Downgraded to Baa3, previously A2,
   -- Cl. 1-M-6, Downgraded to Ba3, previously A3,
   -- Cl. 1-B-1, Downgraded to B3, previously Baa1,
   -- Cl. 1-B-2, Downgraded to Caa3, previously Baa2,
   -- Cl. 1-B-3, Downgraded to C, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-7

   -- Cl. 5-M-2, Downgraded to Baa1, previously A2,
   -- Cl. 5-B-1, Downgraded to Ba2, previously Baa2.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-8AR

   -- Cl. II-B-1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. II-B-2, Downgraded to Baa3, previously A2,
   -- Cl. II-B-3, Downgraded to B3, previously Baa2,
   -- Cl. 1-M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. 1-M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. 1-M-4, Downgraded to A3, previously A1,
   -- Cl. 1-M-5, Downgraded to Baa2, previously A2,
   -- Cl. 1-M-6, Downgraded to Ba1, previously A3,
   -- Cl. 1-B-1, Downgraded to Ba3, previously Baa1,
   -- Cl. 1-B-2, Downgraded to B1, previously Baa2,
   -- Cl. 1-B-3, Downgraded to Caa2, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2006-9AR

   -- Cl. A-4 Currently Aaa on review for possible downgrade,
   -- Cl. A-5 Currently Aaa on review for possible downgrade,
   -- Cl. A-6 Currently Aaa on review for possible downgrade,
   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa1, previously A1,
   -- Cl. M-5, Downgraded to Ba1, previously A2,
   -- Cl. M-6, Downgraded to Ba2, previously A3,
   -- Cl. B-1, Downgraded to B2, previously Baa1,
   -- Cl. B-2, Downgraded to Caa1, previously Baa2,
   -- Cl. B-3, Downgraded to Ca, previously Baa3.


MORTGAGE ASSET: Fitch Holds Low-B Ratings on Five Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirmed these Mortgage Asset Securitization
Transactions residential mortgage pass-through certificates:

Series 2002-7

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

Series 2003-2 Pools 1 & 2

   -- Class 1A & 2A affirmed at 'AAA';
   -- Class 15-B-5 affirmed at 'B'.

Series 2003-2 Pool 3

   -- Class 3A affirmed at 'AAA';
   -- Class 30-B-1 affirmed at 'AAA';
   -- Class 30-B-2 affirmed at 'AAA';
   -- Class 30-B-3 affirmed at 'AA-';
   -- Class 30-B-4 affirmed at 'A-';
   -- Class 30-B-5 affirmed at 'BBB-'.

Series 2003-5

   -- Class A affirmed at 'AAA';

Series 2003-11

   -- Class A affirmed at 'AAA';

Series 2003-12

   -- Class A affirmed at 'AAA';

Series 2004-3

   -- Class A affirmed at 'AAA';

Series 2004-5

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

Series 2006-3

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

The affirmations, affecting about $2.6 billion of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.  All classes have experienced some
growth in CE and 8 of the 9 transactions have experienced no loss
to date.  Series 2003-2 Groups 1& 2 has experienced 0.03% of loss
to date.

The collateral of the above transactions primarily consists of
conventional, fully amortizing, jumbo-prime, 10-year to 30-year
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.  The loans were acquired by UBS
from various originators and are serviced by various servicers.  
All of the above transactions are master serviced by Wells Fargo
Bank N.A. (rated 'RMS1' by Fitch).

As of the September 2007 remittance date, the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) of the above transactions range from 8% (2002-7)
to 85% (2006-3) and the transactions are seasoned between 11
months (2006-3) and 59 months (2002-7).


MTI TECHNOLOGY: Selects Manatt Phelps as Special SEC Counsel
------------------------------------------------------------
MTI Technology Corporation asks the Honorable Erithe A. Smith of
the United States Bankruptcy Court for the District of Delaware
for authority to employ Manatt, Phelps & Philipps LLP as its
special SEC and corporate counsel, nunc pro tunc to Nov. 1, 2007.

Manatt Phelps will:

   a. analyze, advise, report and disclose required to comply
      with SEC rules and regulations and for communication with
      the SEC as necessary and appropriate; and

   b. advise, assist, negotiate and document corporate transaction  
      on behalf of the Debtor.

The firm's professionals and their compensation rates are:

      Professionals            Designation     Hourly Rate
      -------------            -----------     -----------
      David M. Grinberg, Esq.    Partner          $520
      Ivan L. Kallick, Esq.      Partner          $590
      Jason Taketa, Esq.        Associate         $415

Ivan L. Kallick, Esq., a partner of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtor's
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Kallick can be reached at:

      Ivan L. Kallick, Esq.
      Manatt, Phelps & Philipps, LLP
      1215 K. Street, Suite 1900
      Sacramento, CA 95814
      Tel: (916) 552-2300
      Fax: (916) 552-2323
      http://www.manatt.com/

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

The company filed for Chapter 11 protection on October 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.  
The Debtor selected Omni Managmeng Group LLC as its claims and
noticing agent. The Trustee for Region 26 has not appointed an
Official Committee of Unsecured Creditors to date in this case.  
When the Debtor filed for protection against its creditors, it
listed assets and debts at $64,002,000.


NASDAQ STOCK: Hellman & Friedman Sells 23.5 Million Stake
---------------------------------------------------------
Hellman & Friedman Capital Partners IV L.P., H&F Executive Fund IV
L.P., H&F International Partners IV-A L.P. and H&F International
Partners IV-B L.P. sold 23,545,368 shares of The Nasdaq Stock
Market Inc.'s common stock in a public offering underwritten by
Morgan Stanley & Co. Incorporated.

The shares sold consisted of shares issued through the conversion
of notes and the cashless exercise of warrants, well as shares
held outright by the H&F Entities.  NASDAQ will not receive any of
the proceeds from the offering.

A prospectus relating to the offering may be obtained from:

     Morgan Stanley & Co. Incorporated
     Prospectus Department
     2nd Floor, 180 Varick Street
     New York, NY 10014
     Tel 1-866-718-1649
     E-mail prospectus@morganstanley.com  

Headquartered in New York City, The Nasdaq Stock Market Inc.
(Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is an electronic
equity securities market in the United States with about 3,200
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Moody's Investors Service placed the Ba3 corporate family rating
of Nasdaq Stock Market Inc. on review for upgrade.

As reported also in the Troubled Company Reporter on
Oct. 2, 2007, Moody's Investors Service withdrew its ratings on
The Nasdaq Stock Market Inc.'s $750 million Six Year Senior
Secured Term Loan, $335 million Six Year Senior Secured Term,
and the Five Year$75 million Senior Secured Revolving Credit
Facility.  The credit facilities have been repaid and
terminated.


NASH FINCH: Board Declares $0.18 Per Share Quarterly Dividend
-------------------------------------------------------------
The board of directors of food distributor Nash-Finch Company has
declared a regular quarterly cash dividend of 18 cents per share
of common stock.  The dividend is payable Dec. 7, 2007, to
shareholders of record at the close of business on Nov. 23, 2007.  
It is the company's 325th consecutive quarterly cash dividend.  
There are 13,527,024 shares of common stock outstanding.

                      Notice of Default

On Sept. 10, 2007, Nash Finch received a purported notice of
default, which was subsequently reissued on Sept. 27, 2007, to
correct a procedural defect in the initial notice, from certain
hedge funds who are beneficial owners purporting to hold at least
25% of the aggregate principal amount of the Notes.  The hedge
funds alleged in the notice that Nash Finch was in breach of
Section 4.08(a)(5) of the Indenture governing the Notes, which
provides for an adjustment of the conversion rate on the Notes in
the event of an increase in the amount of certain cash dividends
to holders of Nash Finch's common stock.

Nash Finch believes it made all required adjustments to the
conversion rate on the Notes after it increased the quarterly
dividends paid to shareholders from $0.135 to $0.18 per share and,
accordingly, does not believe that a default has occurred under
the Indenture.  However, to avoid any uncertainty, Nash Finch has
asked the Trustee to execute a supplemental indenture clarifying
the company's obligations with respect to such increases in its
quarterly dividends.  The Indenture trustee has filed an action in
the Hennepin County District Court, in Minneapolis, Minnesota for
an order determining its obligations with respect to the
supplemental indenture.  Nash Finch has filed its own action in
the same court, seeking a determination that the supplemental
indenture is proper and should be executed, and that regardless of
whether the supplemental indenture is executed, no default has
occurred under the Indenture.

Under the terms of the Indenture, if a default has occurred, Nash
Finch would have 30 days from the date of receipt of a valid
notice of default to cure.  Nash Finch has asked the Court to toll
the 30 day cure period while the Court determines whether the
Indenture trustee must execute the supplemental indenture and
whether Nash Finch adjusted the conversion rate in accordance with
the requirements of the Indenture.  If the Court determines the
hedge fund's assertion to be correct, Nash Finch would cure the
default by making an upward adjustment in the conversion rate of
0.4307 shares per $1,000 bond.

"In consultation with our legal and financial advisors, Nash Finch
determined that it made all required adjustments to the conversion
rate on the Notes, and therefore we are confident that no event of
default has occurred," Bob Dimond, Executive Vice President and
CFO of Nash Finch, said.   "We are disappointed that this small
group of noteholders has chosen to pursue this path -- it appears
to be nothing more than an opportunistic attempt to achieve
financial gain that is well beyond what they are due."

                        About Nash Finch

Headquartered in Minneapolis, Minnesota, Nash Finch Company
(NASDAQ:NAFC) -- http://www.nashfinch.com/-- distributes food    
products.  Nash Finch's core business, food distribution, serves
independent retailers and military commissaries in 31 states, the
District of Columbia, Europe, Cuba, Puerto Rico, the Azores and
Egypt.  The company also owns and operates a base of retail
stores, primarily supermarkets under the Econofoods(R), Family
Thrift Center(R) and Sun Mart(R) trade names.


NATIONAL CENTURY: L. Poulsen Arrested for Obstruction of Justice
----------------------------------------------------------------
Lance K. Poulsen, the former president and chief executive
officer of National Century Financial Enterprises, and his
longtime associate, Karl A. Demmler, were arrested on federal
conspiracy, obstruction of justice, and witness tampering
charges, on October 22, 2007.  

Mr. Poulsen was arrested in Tampa, Florida, while Mr. Demmler was
arrested in Columbus, Ohio.  Both were arrested by Federal Bureau
of Investigation agents without incident.

The affidavit in support of the complaint alleges that Mr.
Poulsen used Mr. Demmler to frequently contact a witness for the
government since June 2007, and offer her cash in exchange for
her not giving damaging testimony against Mr. Poulsen in his
fraud trial, currently scheduled for February 8, 2008.

Messrs. Poulsen and Demmler "hatched a scheme to give a former
NCFE executive who had agreed to be a government witness $500,000
if she would have "amnesia" when testifying about how the company
collapsed," reports Kevin Kemper of Business First of Columbus.
Mr. Poulsen also wanted the witness to fire her attorney and hire
a new one.

The indictment alleged that in October, Messrs. Poulsen and
Demmler agreed that Mr. Demmler would act as a conduit for the
money between Mr. Poulsen and the witness, says Business First.  
Mr. Poulsen would allegedly fund Mr. Demmler's legal research
company with monthly checks of varying amounts, never less than
$5,000, which would then be paid to the witness.  

If convicted of the charges, Messrs. Poulsen and Demmler could
face a maximum punishment of five years in prison for federal
conspiracy.  Witness tampering and obstruction of justice are
punishable by imprisonment of up to 10 years.

As previously reported, a federal grand jury returned a
superseding indictment against Mr. Poulsen and seven other NCFE
executives on July 10, 2007, charging the NCFE Officers with
conspiring to defraud investors by diverting more than
$2,000,000,000 in investors' funds, fabricating data in investor
reports, and moving money back and forth between accounts in
order to conceal investor fund shortfalls.  NCFE, based in
Dublin, Ohio, was one of the largest healthcare finance companies
in the United States until it filed for bankruptcy in November
2002.

If convicted of those charges, Mr. Poulsen faces a potential term
of incarceration of 360 months to life, according to the United
States Sentencing Guidelines.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

(National Century Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


NATIONAL COAL: Weak Profile Cues Moody's to Junk Ratings
--------------------------------------------------------
Moody's Investors Service downgraded National Coal's corporate
family rating, senior secured rating, and probability of default
rating to Ca from Caa2.  At the same time, Moody's assigned a
negative outlook and affirmed the SGL-4 speculative grade
liquidity rating, indicating weak liquidity.

The downgrade was prompted by a weakening of the company's
liquidity profile, and ongoing challenges in meeting production
targets, which, in combination with a high cost structure and soft
coal prices in Central Appalachia, will likely result in a
continuation of poor earnings and negative free cash flow.
Operational characteristics such as the very small size of the
company's mines, lack of efficiencies and poor geologic and
operating conditions contribute to the company's difficulties.

This concludes Moody's review of National Coal, which was
initiated on June 26, 2007, and was prompted by National Coal's
continued poor operating performance, and by the announcement that
it had entered into a stock purchase agreement to acquire 100% of
the stock of Mann Steel Products Inc., an Alabama based producer
of steam and industrial coal, for $55 million.  The acquisition of
Mann Coal has been completed on a stand-alone basis and will have
minimal positive impact on National Coal and its rated debt.

Moody's downgraded these ratings:

Issuer: National Coal Corp

   -- Corporate Family Rating, downgraded to Ca from Caa2

   -- Probability of Default Rating, downgraded to Ca from Caa2

   -- Senior Secured Notes due 2010, downgraded to Ca , LGD4,
      55% from Caa2, LGD4, 56%

Outlook Actions:

Issuer: National Coal Corp

   -- Outlook, Negative

Moody's last rating action on National Coal was to place its Caa2
ratings under review for downgrade in June 2007.

National Coal, headquartered in Knoxville, Tennessee, engages in
mining and distribution of bituminous steam and industrial coal.  
National Coal had revenue of $88 million in 2006.


NEOMEDIA TECH: Sept. 30 Balance Sheet Upside-Down by $76.7 Million
------------------------------------------------------------------
NeoMedia Technologies Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $21.6 million in total assets and  
$98.4 million in total liabilities, resulting in a $76.7 million  
total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $7.2 million in total current
assets available to pay $98.4 million in total current liabilties.

The company reported a net loss of $26.1 million on net sales of
$287,000 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $18.1 million on net sales of $430,000 in the same
period last year.

The decrease in net sales resulted from $112,000 decreased net
sales in 2007 from Gavitec, and a decrease of $31,000 in net sales
from the company's underlying business represented by qode(R) and
NeoMedia's legacy software products.

The increased loss primarily reflects increased interest expense
recorded during 2007, impairment charges recorded to adjust the
carrying values of the Telecom Services and Micro Paint Repair
asset groups to their estimated fair values, and an increased loss
on derivative financial instruments.

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?252d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 13, 2007,
Stonefield Josephson Inc. expressed substantial doubt about
NeoMedia 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.  Stonefield Josephson pointed
to the company's significant operating losses, negative cash flows
from operations and working capital deficit.

                    About NeoMedia Technologies

Headquartered in Fort Myers, Florida, NeoMedia Technologies Inc.
(OTC BB: NEOM) -- http://www.neom.com/-- is a mobile enterprise  
and marketing technology company and offers direct-to-mobile-Web
technology solutions.   NeoMedia's flagship qode(R) service links
users to the wireless, electronic world.


OGLEBAY NORTON: Shareholders Approve Merger Deal with Carmeuse NA
-----------------------------------------------------------------
Oglebay Norton Company shareholders voted to approve the company's
merger with Carmeuse North America, a subsidiary of Carmeuse
Group, at a Nov. 9 special meeting of shareholders.

As reported in the Troubled Company Reporter on Oct. 16, 2007,
Carmeuse North America and Oglebay Norton have entered into a
definitive agreement under which Carmeuse will acquire all of the
outstanding shares of Oglebay Norton for $36 per share in cash.

"We are extremely pleased with the outcome of the vote," said
Michael Lundin, president and chief executive officer of Oglebay.  
"On behalf of Oglebay Norton's board of directors and management
team, I want to thank our shareholders, customers and dedicated
employees for their support throughout this process.  We look
forward to completing the merger and we anticipate a smooth
integration of the two companies."
    
In accordance with the terms of the merger agreement, at the
closing, each outstanding share of common stock of Oglebay Norton
will be cancelled and converted into the right to receive $36 in
cash, without interest, less any applicable withholding taxes.

The transaction remains subject to satisfaction of customary
conditions, including the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
   
                  About Carmeuse North America

Based in Pittsburgh, Pennsylvania, Carmeuse North America --
http://www.carmeusena.com/-- is producing lime and limestone
products in North America, manufacturing and distributing over 6
million tons per year of lime products, and a further 4 million
tons of chemical grade limestone and aggregates.  Its 14
manufacturing facilities supply and serve 27 states and provinces
in the eastern USA and Canada, and employ over 1,200 employees.

                  About Oglebay Norton Company

Based in Cleveland, Ohio, Oglebay Norton Company (OGBY.PK) --
http://www.oglebaynorton.com/-- provides essential minerals and  
aggregates to a broad range of markets, from building materials
and environmental remediation to energy and industrial
applications.

                          *     *     *

Moody's Investor Services placed Oglebay Norton Company's long
term corporate family, probability of default and bank loan debt
ratings at 'B1' in October 2007.  The ratings still hold to date.


OPEN TEXT: Moody's Affirms B1 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and Ba3 senior secured bank facilities of Open Text Corp. while
revising the outlook to positive.  The outlook revision reflects
the company's positive operating trends, its successful
integration of the Hummingbird acquisition and its success in
reducing debt ahead of plan.

Factors that could change the ratings up include 1) continued
revenue growth driven by new license sales as a result of better
cross-selling into its installed customer base and improved
traction with strategic partners such as SAP, Microsoft, and
Accenture, 2) stability in operating margins, and 3) sustained
free cash flow generation.  

Open Text will need to demonstrate that its current level of
margins and cash flows are sustainable and that it can continue to
generate synergies from the Hummingbird acquisition.  Moody's also
expects the company to maintain fiscal discipline that will
further reduce debt as currently planned.

Since Moody's first assigned a B1 CFR to Open Text in September
2006 at the time of the Hummingbird acquisition, the company has
demonstrated good revenue growth throughout combined product
offerings.  Moody's believes that Open Text is well positioned to
grow its installed base over the intermediate term.  Consistent
and well managed operating expenses, partly arising from cost
synergies achieved, have contributed to operating margins
remaining in the 10%+ range.  Importantly, the company has
accelerated the reduction of secured debt in its capital structure
to $330 million, down from over $390 million at March 2007.  The
debt paydown has reduced leverage to about 2.4 times on a Moody's
adjusted basis.

Liquidity remains solid, with cash balances of $150 million at
September 2007 plus access to an unused $75 million secured
revolving credit facility, for which covenant room is expected to
remain ample.  Combined with our expectations of stable to
improving annual free cash flow ($130 million on a Moody's
adjusted basis for the latest twelve months ended Sept. 30, 2007),
Open Text is well positioned to further de-lever over the next
year.

Open Text Corp., headquartered in Waterloo, Ontario, Canada, is
the largest independent provider of enterprise content software
used by global organizations on intranets, extranets, and the
Internet.  The company's software applications allow users to
capture, manage, store, preserve, and deliver content, and
documents related to organizational processes.  For twelve months
ended Sept. 30, 2007, revenues were $658 million.


OTTIMO FUNDING: Debt Enhancement Breach Cues S&P's Default Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
extendible asset-backed commercial paper notes issued by Ottimo
Funding Ltd. to 'D' from 'C'.  At the same time, Standard & Poor's
also lowered its rating on the subordinated notes to 'D' from
'CCC'.

Due to the recent market volatility for U.S. residential mortgage-
backed securities, Ottimo breached certain credit enhancement
tests, which led to an event of default on the ABCP and
subordinated notes.  As a result of the event of default and
pursuant to the program documentation, the collateral agent
conducted an auction of Ottimo's collateral (all 'AAA' rated
Alternative-A U.S. RMBS) to generate funds to repay the notes.  
The details surrounding the auction have not been made publicly
available; however, Deutsche Bank Trust Co. Americas (the
collateral agent and trustee) has informed Standard & Poor's that
the auction did not generate cash proceeds to repay the ABCP and
subordinated notes.
   

                       Ratings Lowered
                     Ottimo Funding Ltd.

          Series                           Rating
          ------                           ------
                                         To       From
                                         --       ----
         Extendible ABCP notes           D       C/Watch Neg
         2007-A notes                    D       CCC/Watch Neg
         2007-B notes                    D       CCC/Watch Neg
         2007-C notes                    D       CCC/Watch Neg


PENN NATIONAL: Sets Special Shareholders Meeting on December 12
---------------------------------------------------------------
Penn National Gaming Inc. has set a special shareholder meeting to
consider and vote upon a proposal to approve and adopt a merger
agreement on Wednesday, Dec. 12, 2007, beginning at 10:00 a.m.,
eastern time, at the offices of:

     Ballard Spahr Andrews & Ingersoll LLP
     42nd Floor, 1735 Market Street
     Philadelphia, PA 19103

Penn National shareholders of record at the close of business on
Wednesday, Nov. 7, 2007, will be entitled to notice of the special
meeting and to vote on the proposal.  

The Agreement and Plan of Merger, dated as of June 15, 2007,
provides for the merger of PNG Merger Sub Inc., wholly owned by
affiliates of Fortress Investment Group LLC and Centerbridge
Partners L.P with and into the company, with the company
continuing as the surviving corporation after the merger and
becoming a wholly owned subsidiary of PNG Acquisition Company
Inc., also wholly owned by affiliates of Fortress and
Centerbridge.

If the merger is completed by June 15, 2008, Penn National Gaming
shareholders will be entitled to receive $67 in cash, without
interest, for each share of Company common stock they own.  If the
merger is not completed by June 15, 2008, the $67 per share merger
consideration will be increased $0.0149 per day.

              About Fortress Investment Group LLC

Headquartered in New York, Fortress Investment Group LLC is a
leading global alternative asset manager with approximately $36
billion in assets under management as of March 31, 2007. Fortress
manages private equity funds, hedge funds and publicly traded
alternative investment vehicles.  Fortress was founded in 1998,
and has affiliates with offices in Dallas, San Diego, Toronto,
London, Rome, Frankfurt and Sydney.

                About Centerbridge Partners LP

Centerbridge is a $3.2 billion multi-strategy private investment
fund. The firm is dedicated to partnering with world class
management teams in a range of industry verticals. Centerbridge's
investment style provides the flexibility to employ various
structures to help companies achieve their operating and financial
objectives. The limited partners of Centerbridge include many of
the world's most prominent financial institutions, university
endowments, pension funds, and charitable trusts.

                    About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming  
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and      
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and
Ontario. In aggregate, Penn National's operated facilities feature
nearly 23,000 slot machines, over 400 table games, approximately
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.

                          *     *     *

Moody's Investor Service placed Penn National Gaming Inc.'s long
term corporate family and probability of default ratings at 'Ba2'
in June 2007.  The ratings still hold to date.


PERKINELMER INC: Completes Cash Tender Offer for ViaCell Inc.
-------------------------------------------------------------
PerkinElmer Inc. has completed its tender offer to acquire all
outstanding shares of common stock of ViaCell Inc. at a price of
$7.25 per share, in cash.

As reported in the Troubled Company Reporter on Oct. 16, 2007,
Victor Acquisition Corp., an indirect wholly owned subsidiary of
PerkinElmer Inc., commenced a tender offer to acquire all
outstanding shares of common stock of ViaCell Inc. at a price of
$7.25 per share, in cash, pursuant to a Agreement and Plan of
Merger among PerkinElmer Inc., Victor Acquisition Corp. and
ViaCell Inc., dated Oct. 1, 2007.

Victor Acquisition Corp.'s obligation to accept for payment and
pay for shares of ViaCell common stock tendered in the offer is
subject to customary conditions, including:

   * at least a majority of the outstanding shares of ViaCell
     common stock on a fully diluted basis will be validly
     tendered in accordance with the terms of the offer and not
     properly withdrawn; and,

   * the expiration or termination of applicable waiting
     periods under the United States Hart-Scott-Rodino
     Antitrust Improvements Act.

The initial offering period for the tender offer expired at 12:00
midnight, New York City time, Thursday, Nov. 8, 2007, with
approximately 37.9 million shares of ViaCell common stock being
tendered, including approximately 6.8 million shares tendered
under guaranteed delivery procedures, for $7.25 per share.

All shares that were validly tendered and not withdrawn have been
accepted for purchase.  The shares tendered and accepted for
purchase represent more than 90% of the outstanding shares of
ViaCell common stock.

PerkinElmer intends to promptly acquire all of the remaining
ViaCell shares by means of a short-form merger under Delaware law
at the same price per share paid in the tender offer.  Upon
completion of the merger, ViaCell will become an indirect wholly
owned subsidiary of PerkinElmer Inc.

                       About ViaCell Inc.

Headquartered in Cambridge, Massachussetts, ViaCell Inc. --
http://www.viacellinc.com/-- is a biotechnology company that  
enables the widespread application of human cells as medicine.  
ViaCell markets ViaCord, a product offering through which families
can preserve their baby's umbilical cord blood at the time of
birth for possible future medical use in treating over 40 diseases
including certain blood cancers and genetic diseases.  ViaCell
also conducts research and development to investigate other
potential therapeutic uses of umbilical cord blood-derived stem
cells and on technology for expanding populations of these cells.  
ViaCell's pipeline is focused in the areas of cancer, cardiac
disease, and diabetes.

                     About PerkinElmer Inc.

Headquartered in Waltham, Massachussetts, PerkinElmer Inc.
(NYSE:PKI) -- http://www.perkinelmer.com/-- is a provider of
scientific instruments, consumables and services to the
pharmaceutical, biomedical, environmental testing and general
industrial markets, commonly referred to as the health sciences
and photonics markets.  The company designs, manufactures, markets
and services products and systems within two business segments:
Life and Analytical Sciences and Optoelectronics.  The health
sciences markets include all of the businesses in the company's
Life and Analytical Sciences segment and the medical imaging
business, well as elements of the medical sensors and lighting
businesses in the company's Optoelectronics segment.  The
photonics markets include the remaining businesses in the
company's Optoelectronics segment.

                          *     *     *

In November 2005, Moody's placed the company's subordinate debt
rating at Ba1.  The rating still holds to date with a stable
outlook.


PLANET TECH: Completes $10 Million Acquisition of Antigen Labs
--------------------------------------------------------------
Planet Technologies Inc. has completed the acquisition of Antigen
Laboratories Inc.  Under the agreement, Planet acquired all of the
outstanding equity of Antigen for $10 million, plus the payment of
certain liabilities, contingent upon Planet procuring the required
financing to complete the transaction.

As reported in the Troubled Company Reporter on Sept. 6, 2007,
Planet Technologies and Antigen Laboratories have entered into a
definitive agreement under which Planet will acquire Antigen.  
    
"The acquisition of Antigen's allergenic extract immunotherapy
business complements our existing allergen avoidance product
business," Ed Steube, chief executive officer and president of
Planet, said.  "The Antigen transaction continues to deliver on
our strategy to acquire and build specialty allergy businesses,
focused on marketing value-added products to allergy sufferers
through allergy-related physicians in the United States,"
    
Antigen will operate as a wholly owned subsidiary of Planet.
Physicians use Antigen's allergenic extracts for immunotherapy,
which historically have been administered to patients in
controlled doses by subcutaneous injections.  

Importantly, upon completion of the acquisition, the company
intends to commence a sublingual immunotherapy clinical
development program.  SLIT is the administration of immunotherapy
through drops of allergenic extract being placed under the tongue,
versus the traditional SCIT route of administration.

The company believes that an FDA-approved SLIT product will
substantially expand the U.S. market for allergen immunotherapy,
as allergy-related physicians will have the enhanced option of
offering either SCIT or SLIT based immunotherapy for their
patients.
    
"We also are pleased that the company completed a private
placement of approximately $19.9 million of its preferred stock,"
Mr. Steube said.  "The financing was led by Aisling Capital, a
leading private equity health care investor, which supplied
capital to fund the acquisition, the prospective costs associated
with the SLIT clinical development and regulatory approval
program, capacity expansion at Antigen and incremental working
capital."  

"We look forward to continuing to execute our strategy, working
closely with Aisling Capital to build our position as a market
leader," Mr. Steube said.  "When convertible, the preferred stock
will be convertible into common stock at the conversion price of
$2.25 per common share, subject to adjust upon the occurrence of
certain events."
    
As part of the preferred stock financing, the company agreed to
file a Form 15 with the SEC to deregister the company common stock
under Section 12 of the Security Exchange Act of 1934.  

As a result, once filed, the company will no longer file annual or
quarterly reports with the SEC and the company's common stock will
likely stop trading on the OTC Bulletin Board.  The shares
frequently do not trade and the average daily trading
volume has recently been below the 200 shares per day at prices
ranging from $1 to $5 per share.  The infrequency of trading and
wide fluctuation in prices has led management to believe the
company would be better situated for future opportunities as a
private, non-reporting company.
    
Concurrently with the closing of the acquisition of Antigen and
preferred stock financing, Ellen Preston, Eric Freedus, H. Mac
Busby, Mike Trinkle and Michael Walsh agreed to step down as
directors of Planet.  Tom Willoughby, the president of Antigen
Laboratories Inc., and Andrew Schiff and Brett Zbar, both
affiliated with Aisling Capital were appointed to the board of
directors.

"We thank very much our former directors for their dedicated
services and are pleased Tom, Andrew and Brett have agreed to
join the Planet board," Mr. Steube said.

                 About  Antigen Laboratories Inc.

Headquartered in Liberty, Missouri, Antigen Laboratories Inc. --
http://www.antigenlab.com/-- is a privately-held FDA licensed  
manufacturer of allergenic extracts for immunotherapy.  The
company manufactures a full line of stock extracts, prepares
custom prescription treatment sets and carries a full line of
ancillary supplies needed for the practice of allergy.

                      Going Concern Doubt

J.H. Cohn LLP, in Jericho, New York, expressed substantial doubt
about Planet 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 recurring net losses resulting in an accumulated
deficit of $6,413,133 as of Dec. 31, 2006, and working capital
deficiency of $865,720 as of Dec. 31, 2006.

                 About Planet Technologies Inc.

Based in Ridgefield, Connecticut, Planet Technologies Inc.
(PLNT.OB) (Nasdaq: PLNT) -- http://www.planettechinc.com/-- fka  
Planet Polymer Technologies Inc., is engaged in the business of
designing, manufacturing, selling and distributing common products
for use by allergy sensitive persons, including, without
limitation, air filters, bedding, room air cleaners, and related
allergen avoidance products.  The business strategy is based upon
promotion of products directly to the consumer by telemarketing to
the company's database of customers who have purchased the Allergy
Free Electrostatic Filter.


POLYMER GROUP: Weak Business Prompts S&P to Hold 'BB-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Polymer
Group Inc., including its 'BB-' corporate credit rating.  The
outlook is negative.
      
"If Polymer Group completes its proposed public offering of common
stock, including $92 million of net proceeds to the company, and
it uses the proceeds to reduce debt, we will revise the outlook to
stable," said Standard & Poor's credit analyst Cynthia Werneth.
     
The ratings on Charlotte, North Carolina-based Polymer Group
reflect the company's weak business position and aggressive
financial profile.  Although it has a narrow product focus,
Polymer Group is one of the top producers of nonwoven and oriented
polyolefin products.  The company has leading positions in niche
markets, good geographic sales and manufacturing diversity,
favorable long-term growth prospects in certain end markets, and
opportunities to increase sales and earnings following several
recently-completed capacity expansions.
     
Polymer Group recently announced plans to sell 5,455,000 shares of
common stock, consisting of 3,636,000 shares to be sold by the
company and 1,819,000 shares to be sold by the selling
shareholders, primarily MatlinPatterson Global Advisors LLC.  Net
proceeds to the company should be about $92 million.  If the
transaction is consummated, MatlinPatterson would still own
roughly 50% of Polymer Group.  The company will use all the net
proceeds that it receives to repay outstanding debt under its
first-lien term loan.  This will reduce total debt (which S&P
adjust to include capitalized operating leases as well as modest
off-balance-sheet receivables financing and postretirement
obligations) to about $400 million, $310 million of which consists
of a first-lien term loan maturing in 2012.
     
Pro forma for the transaction, funds from operations to adjusted
total debt would strengthen to about 18% from about 15% at
Sept. 30, 2007.  This key ratio is still somewhat below S&P's
expectation of 20% at the current rating.  However, S&P believe
that incremental volume from recent capacity expansions should
lift earnings and cash flow to the appropriate level in 2008, even
if debt does not drop much further.  Total adjusted debt to EBITDA
would decline after the transaction, but remain aggressive at
3.3x.  Although S&P believe that operating cash flow will
strengthen during the next one to two years, S&P do not expect
significant additional debt reduction.


PREGO DELLA: Michael Carlevale Mulls Declaring Bankruptcy
---------------------------------------------------------
Michael Carlevale, Prego della Piazza's owner, filed a notice of
intent to declare bankruptcy and has about a month of relief from
creditors' actions, Rita Zekas writes for The Star.

However, Mr. Carlevale refused to disclose details on the matter
but assures customers that it's still business as usual at the
restaurant, the report relates.

Headquartered in Toronto, Ontario, Prego della Piazza --
http://www.pregodellapiazza.ca/-- serves Italian cuisine and  
offers a full range of function and party menus.  Established in
1987 by Michael Carlevale, Prego is one of the longest established
fine dining destinations in Toronto.  It is located behind the
Church of the Redeemer at the corner of Bloor and Avenue Road.


PROVIDENCE SERVICE: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Tucson, Arizona-based home- and community-based
social services provider Providence Service Corp.  The outlook is
stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Providence's proposed first-lien credit
facilities, consisting of a $40 million revolving credit facility,
a $173 million term loan, and a $40 million delayed-draw term
loan.  The credit facilities are rated 'BB', with a
recovery rating of '1', indicating the expectation for very high
(90%-100%) recovery in the event of a payment default.
     
The debt is being issued, along with $70 million of privately
placed convertible notes, to finance the acquisition of case
management coordinator for nonemergency transportation, Charter
LCI Corp., parent company of LogistiCare Inc., and to refinance
existing Providence debt.
     
"The ratings reflect the company's exposure to reimbursement risk,
its reliance on contracts with state and local agencies, its
aggressive leverage, and the uncertain success of a significant
investment in a new business," said Standard & Poor's credit
analyst Alain Pelanne.  "These factors are offset
partially by the company's leading position in niche markets, its
strong track record of contract retention, and strong dynamics
supporting growth in spending on the company's services."


PSEG ENERGY: S&P Holds 'BB-' Corp. Rating and Revises Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on PSEG Energy Holdings LLC.  In addition, Standard
& Poor's revised the outlook on the rating to stable from
negative.  The rating on Newark, New Jersey-based Holdings
is based on the company's stand-alone credit quality, separate
from other members of the Public Service Enterprise Group Inc.
companies (Enterprise; BBB/Stable/A-2).
      
"We view Holdings' ability to successfully complete asset sales
and use funds to retire future debt maturities as favorable," said
Standard & Poor's credit analyst Aneesh Prabhu.  "The ongoing,
$609 million debt retirement since January 2006 and projected $607
million debt retirement in 2008 result in a
significantly improved credit profile," he continued.  The outlook
revision to stable reflects this improvement.
     
Holdings is an intermediate holding company. Its credit quality
and liquidity profile are characterized by investments made by its
two operating subsidiaries, PSEG Global and PSEG Resources.  In
past years, PSEG Global invested in electric generation projects
and electric distribution systems.  Many of these investments were
made in unstable foreign markets, which exposed PSEG Global and,
in turn, Holdings, to volatile currencies and regulatory
environments.  PSEG Global has curtailed new investments, but its
subsidiaries continue to invest in capital improvements. Holdings'
other operating
subsidiary, PSEG Resources, invests in financial transactions with
an emphasis on leveraged leases in the energy sector.
     
The outlook on Holdings is stable.  Holdings' improving credit
profile could result in a higher corporate rating, but still
reflects credit concerns associated with the sizable contingent
liabilities from the ongoing IRS investigations into the
accelerated tax deductions related to leasing transactions.


RALI SERIES: Moody's Downgrades and Reviews Ratings on 12 Deals
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 59 tranches
and has placed under review for possible downgrade the ratings of
15 tranches from 12 RALI deals issued in 2006 and late 2005. Two
downgraded tranches remain on review for possible downgrade.  The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, Alt-A mortgage loans.

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

Issuer: RALI Series 2005-QA13 Trust

   -- Cl. M-2, Downgraded to A3, previously A2,
   -- Cl. M-3, Downgraded to Ba1, previously Baa2,

Issuer: RALI Series 2006-QA1 Trust

   -- Cl. M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. M-2, Downgraded to Baa3, previously A2,
   -- Cl. M-3, Downgraded to B2, previously Baa2.

Issuer: RALI Series 2006-QA10 Trust

   -- Cl. M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. M-2, Downgraded to Ba1, previously A2,
   -- Cl. M-3, Downgraded to Ba3, previously Baa1,
   -- Cl. M-4, Downgraded to B1, previously Baa2,
   -- Cl. M-5, Downgraded to B2, previously Baa3,
   -- Cl. M-6, Downgraded to Ca, previously Ba1.

Issuer: RALI Series 2006-QA11 Trust

   -- Cl. M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. M-2, Downgraded to Ba1, previously A2,
   -- Cl. M-3, Downgraded to Ba3, previously Baa1,
   -- Cl. M-4, Downgraded to B2, previously Baa2,
   -- Cl. M-5, Downgraded to Caa1, previously Baa3,

Issuer: RALI Series 2006-QA2 Trust

   -- Cl. M-2, Downgraded to Baa2, previously A2,
   -- Cl. M-3, Downgraded to B2, previously Baa2.

Issuer: RALI Series 2006-QA3 Trust

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to A2, previously A1,
   -- Cl. M-5, Downgraded to A3, previously A2,
   -- Cl. M-6, Downgraded to Baa1, previously A3,
   -- Cl. M-7, Downgraded to Baa3, previously Baa1,
   -- Cl. M-8, Downgraded to Ba1, previously Baa2,
   -- Cl. M-9, Downgraded to Ba3, previously Baa3.

Issuer: RALI Series 2006-QA4 Trust

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to A2, previously A1,
   -- Cl. M-5, Downgraded to A3, previously A2,
   -- Cl. M-6, Downgraded to Baa1, previously A3,
   -- Cl. M-7, Downgraded to Baa3, previously Baa1,
   -- Cl. M-8, Downgraded to Ba1, previously Baa2,
   -- Cl. M-9, Downgraded to Ba3, previously Baa3,
   -- Cl. M-10, Downgraded to Caa1, previously Ba2.

Issuer: RALI Series 2006-QA5 Trust

   -- Cl. I-M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. I-M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. I-M-4, Downgraded to A3, previously A1,
   -- Cl. I-M-5, Downgraded to Baa1, previously A2,
   -- Cl. I-M-6, Downgraded to Baa2, previously A3,
   -- Cl. I-M-7, Downgraded to Ba2, previously Baa1,
   -- Cl. I-M-8, Downgraded to Ba3, previously Baa2,
   -- Cl. I-M-9, Downgraded to B3 on review for possible
      further downgrade, previously Baa3.

Issuer: RALI Series 2006-QA6 Trust

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to A2, previously A1,
   -- Cl. M-5, Downgraded to A3, previously A2,
   -- Cl. M-6, Downgraded to Baa1, previously A3,
   -- Cl. M-7, Downgraded to Baa3, previously Baa1,
   -- Cl. M-8, Downgraded to Ba1, previously Baa2,
   -- Cl. M-9, Downgraded to Ba3, previously Baa3,
   -- Cl. B, Downgraded to B3 on review for possible further
      downgrade, previously Ba1.

Issuer: RALI Series 2006-QA7 Trust

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to A2, previously A1,
   -- Cl. M-5, Downgraded to Baa1, previously A2,
   -- Cl. M-6, Downgraded to Baa2, previously A3,
   -- Cl. M-7, Downgraded to Ba1, previously Baa1,
   -- Cl. M-8, Downgraded to Ba2, previously Baa2,
   -- Cl. M-9, Downgraded to Ba3, previously Baa3,
   -- Cl. M-10, Downgraded to Caa1, previously Ba1.

Issuer: RALI Series 2006-QA8 Trust

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to A3, previously A1,
   -- Cl. M-5, Downgraded to Baa2, previously A2,
   -- Cl. M-6, Downgraded to Baa3, previously A3,
   -- Cl. M-7, Downgraded to Ba2, previously Baa1,
   -- Cl. M-8, Downgraded to Ba3, previously Baa2,
   -- Cl. M-9, Downgraded to B2, previously Baa3.

Issuer: RALI Series 2006-QA9 Trust

   -- Cl. M-2, Downgraded to A3, previously A2,
   -- Cl. M-3, Downgraded to Baa2, previously Baa1,
   -- Cl. M-4, Downgraded to Ba1, previously Baa2,
   -- Cl. M-5, Downgraded to Ba2, previously Baa3,
   -- Cl. M-6, Downgraded to B1, previously Ba1.


SAINT GERMAIN: Moody's Junks Ratings on $50 Mil. Capital Notes
--------------------------------------------------------------
Moody's Investors Service took these rating action on the Capital
Notes Due 2022 (program for issuance of up to $250,000,000 of
Capital Notes) issued by Saint Germain Holdings Ltd.:

Issued Series:

   -- $10,000,000 Capital Notes, Series 2003-1;
   -- $40,000,000 Capital Notes, Series 2005-1

   Prior Rating: Ba3 (on Watchlist for Downgrade)

   Current Rating: Ca

Moody's rating action on the Capital Notes program reflects
Moody's expectation of the losses to be realized by holders of the
Capital Notes following the execution on Nov. 5, 2007 of an
amendment agreement involving the undertaking of a plan of
liquidation.  In calling for a liquidation of the assets and
redemption of the Capital Notes, the program administrator cites
the recent financial market dislocations that have resulted in an
operating environment incompatible with the issuer's business
goals.  In particular, rationed access to commercial paper funding
has made it increasingly difficult to operate SGH Ltd. in an
economically viable manner.  As such, the program administrator
believes that it is in the best interests of the Capital Notes
holders to wind down the operations of the issuer.

The liquidation plan will result in the sale (to be completed on
or before Nov. 15, 2007) of all investment assets owned by the
issuer, and the payment in full of all outstanding Commercial
Paper Notes as they mature.  Remaining amounts (after payment of
any outstanding administrative expenses and put and other hedge
contract payables, if any) will be distributed to the Capital
Notes holders as consideration for the redemption of the Capital
Notes.

According to the program administrator, the highest market bids on
a significant proportion of the issuer's assets are lower than the
strike prices of the related puts owned by the issuer. As a
result, the liquidation is largely being consummated through the
exercise by SGH Ltd. of the related put contracts wriiten by
Natixis Financial Products Inc. (as put counterparty).  
Consequently, asset liquidation proceeds are provided a floor
value - in all cases this value should exceed the outstanding
amount of Commercial Paper Notes.

Moody's notes that the issuer is not currently in violation of any
enforcement triggers requiring mandatory liquidation of the assets
and redemption of the Capital Notes.  While not unexpected in view
of exigent market realities, the election to liquidate assets and
redeem the Capital Notes nonetheless has the effect of
accelerating permanent realization of losses by the Capital Notes
holders.

SGH Ltd. is a special purpose finance company managed by Natixis
Securities North America Inc. that incorporates a number of
structural features common to Structured Investment Vehicles.


SATCON TECH: Retires Conv. Loan Using Note Purchase Pact Proceeds
-----------------------------------------------------------------
SatCon Technology Corporation has borrowed $10 million under its
note purchase agreement with RockPort Capital Partners and NGP
Energy Technology Partners.  Approximately $8.5 million of the
proceeds have been used to retire its existing convertible secured
notes.

Subsequent to retiring the existing convertible secured notes, the
company entered into a definitive agreement with RockPort and NGP
ETP for a new Series C Convertible Preferred Stock equity
financing of $25 million of preferred stock and warrants,
$10 million of which would be used to retire the new short-term
debt.  The first $10 million tranche of the equity financing has
closed.  The second tranche, which will be subject to stockholder
approval, would be for approximately $15 million.

The preferred stock is convertible into common stock at an initial
conversion price of $1.04 per share and accrues a 5% annual
dividend.  In connection with the first closing, the investors
received warrants to purchase approximately 15.3 million shares of
common stock at an exercise price of $1.44 per share.

In connection with the second closing, the investors will receive
warrants to purchase up to approximately 4.45 million shares at an
exercise price of $1.25 per share.  All of the warrants have a
seven-year term.  Upon receipt of stockholder approval, the
warrants issued in connection with the first closing will be
repriced to be exercisable at $1.25 per share.

After retiring the newly issued short-term notes, the company will
use the remaining net proceeds of the equity financing to
accelerate its growth in the alternative energy market, and
support ongoing research and development activities.

David Prend, Managing General Partner at RockPort Capital
Partners, and Philip Deutch, managing partner of NGP Energy
Technology Partners, have been appointed to the board of directors
of SatCon Technology Corporation.

"This event represents a turning point in SatCon's history," David
Eisenhaure, current president and chief executive officer of
SatCon Technology Corporation, said.  "With the backing of our new
preferred stockholders I have confidence that we now have the
tools to exploit the rapidly growing alternative energy
marketplace."

The second tranche of the equity financing will be subject to
customary closing conditions as well as receipt of stockholder
approval.  SatCon intends to hold a special stockholder meeting on
Dec. 20, 2007, for the vote on the second tranche of the equity
transaction.

Ardour Capital Investments LLC advised SatCon with respect to the
financial aspects of the combined financing.  Wilson Sonsini
Goodrich & Rosati P.C. represented the investors and Greenberg
Traurig LLP represented SatCon Technology Corporation.

The proxy statement and other documents which are filed by SatCon
with the Securities and Exchange Commission will be available free
of charge by directing a request to

     SatCon Technology Corporation
     Attn: Investor Relations
     27 Drydock Avenue
     Boston, MA 02210

                     About SatCon Technology

SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- is a developer and manufacturer of   
electronics and motors for the Alternative Energy, Hybrid-Electric
Vehicle, Grid Support, High Reliability Electronics and Advanced
Power Technology markets.

As reported in the Troubled Company Reporter on Aug. 14, 2007,
SatCon Technology Corp.'s consolidated balance sheet at June 30,
2007, showed $34.9 million in total assets, $38.9 million in total
liabilities, resulting in a $4 million total stockholders'
deficit.

                     Going Concern Doubt

Vitale, Caturano and Company Ltd. expressed substantial doubt
about SatCon Technology Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company incurred a net loss of
$19.8 million and used $9.8 million of cash in its operating
activities and as of Dec. 31, 2006, has a stockholders' deficit of
$2.5 million.  In addition, the company has historically incurred
losses and used cash, rather than provided cash, from operations.


SCOTTISH RE: S&P Revises Outlook to Negative from Developing
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Scottish
Re Group Ltd. and its operating companies to negative from
developing.
     
Standard & Poor's also said that it affirmed its ratings on
Scottish Re, Scottish Re's operating companies, and dependent
unwrapped securitized deals related to Scottish Re.
     
In addition, Standard & Poor's affirmed its ratings on
securitizations that are wrapped or independent of the credit
quality of Scottish Re.
      
"We revised the outlook to reflect the adverse developments
announced in Scottish Re's third-quarter 2007 earnings release,"
said Standard & Poor's credit analyst Robert A. Hafner.  "These
developments increase uncertainty, forestall prospects for ratings
improvement, and heighten pressures that could lead to a
downgrade."  Scottish Re's very high exposure to subprime ($1.9
billion) and Alt-A ($1.1 billion) mortgage securities and
persistent market value decline hurt the quality of its
capitalization.  Although these securities are heavily skewed to
very highly rated tranches, on a percentage basis, this is one of
the highest concentrations among rated firms.
     
The ratings reflect Scottish Re's strong number-three position in
U.S. life reinsurance in-force market; the capital infusion by
MassMutual Capital Partners LLC and Cerberus Capital Management
L.P. in the second quarter of 2007, which helped improve the
stability of liquidity and capital; and the positive effect of
consolidation in the life reinsurance sector.
     
The company has begun to address the issues of weak enterprise
risk management as it improves its inadequate operational
processes, which led to earnings surprises over the past several
quarters.  Corporate governance will benefit from a renewed focus
from a new board of seasoned executives under a
new structure, which should provide a strong oversight role.  The
open executive management positions appear close to being filled,
which will enhance leadership.
     
Scottish Re is also demonstrating modest progress in operating
fundamentals and reported positive pretax operating income ($1.6
million) for the third-quarter for the first time in several
periods.  Scottish Re also won three new treaties--one each in the
U.K., Asia, and North America--and it did not report any treaty
recaptures.  In September 2007, Scottish Re closed the Clearwater
Re Triple-X financing transaction that eliminates the potential
for a collateral call from previous financing.
     
S&P will likely lower the ratings if earnings volatility remains
high, the subprime and Alt-A market value declines gain permanence
and replacement capital is not secured, revenue growth is poor, or
management is unable to refocus the company on consistent,
profitable growth.  S&P could revise the outlook back to stable if
financial management continues to improve but sales and earnings
are stagnant.  The outlook could be revised to positive if the
depressed subprime and Alt-A valuations prove temporary and
operational issues are resolved such that earnings volatility
decreases, new sales grow, and the new management team is able to
provide leadership to the company and thereby recover from the
events of the past several quarters.


SEMCO ENERGY: Closed Cap Rock Deal Cues S&P to Withdraw Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on SEMCO
Energy Inc. (BB-/Watch Pos/--), following the completion of its
acquisition by Cap Rock Holding Corp.  The ratings were on
CreditWatch with positive implications, where they were placed on
June 8, 2007, reflecting Standard & Poor's expectation that
leverage would decline and SEMCO's financial condition would
improve after the acquisition by Cap Rock.
     
Cap Rock, through its wholly owned subsidiary Cap Rock Energy,
transmits and distributes electricity to about 35,000 customers in
28 counties in Texas.  Cap Rock is ultimately owned by Lindsay,
Goldberg, a New York City-based private equity investment firm.
     
Shareholders approved the acquisition at a special meeting held
June 7, 2007.  The Regulatory Commission of Alaska granted its
approval on Oct. 9, 2007, which was the most significant legal
hurdle.  The acquisition was expected to be completed on
Nov. 9, 2007.
     
SEMCO's two largest existing debt issues, its 7.75% senior notes
due 2013 ($200 million original issue) and 7.125% senior notes due
in 2008 ($150 million) had a change of control put provision that
required the company to redeem the debt at 101% of their principal
amounts if the holder exercises the put.  As of Oct. 24, 2007, all
but about $5 million of the two notes combined had been tendered.
     
According to its filing with RCA, Cap Rock would acquire SEMCO's
series B preferred stock for about $55 million, convert that into
common equity, and inject an additional $40 million to $45 million
of cash common equity into SEMCO.  When this is completed, SEMCO's
adjusted debt to capital ratio would decline to about 50% (a sharp
improvement from 66.7% as of Dec. 31, 2006), remove the preferred
stock dividend (which cost SEMCO about $2.7 million in 2006, or
26% of net income), and would have had positive implications for
its credit ratings.


SEQUOIA MORTGAGE: Fitch Holds Low-B Ratings on 10 Cert. Classes
---------------------------------------------------------------
Fitch Ratings took rating actions on these Sequoia Mortgage
Funding Corporation mortgage pass-through certificates:

Series 2004-4

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

Series 2004-5

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

Series 2004-6

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

Series 2004-8

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

Series 2004-10

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

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect about
$674 million of outstanding certificates.

As of the September distribution date, the transactions are
seasoned from 35 (2004-10) to 41 months (2004-4).  The pool
factors (current principal balance as a percentage of original)
range approximately from 14% (2004-4) to 22% (2004-10).

The underlying collateral for Sequoia Mortgage Funding Corporation
transactions consists of prime adjustable-rate mortgage loans
indexed to one-month LIBOR and six-month LIBOR. The mortgage term
is typically 25 or 30 years with a 3, 5 or 10-year interest-only
period.  The Sequoia Mortgage Funding Corporation loans are
acquired from various originators by a subsidiary of Redwood Trust
Inc., a mortgage real estate investment trust that invests in
residential real estate loans and securities.  The master servicer
for the above deals is Wells Fargo Bank N.A., which is currently
rated 'RMS1' by Fitch.


SIX FLAGS: Moody's Junks Corporate Family Rating
------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
for Six Flags Inc. to Caa1 from B3 and its probability of default
rating to Caa1 from B3.  Six Flags did not demonstrate meaningful
progress in improving operational trends during the 2007 operating
season, and recent results suggest an inability to grow into the
capital structure.

Moody's considers the Caa1 corporate family rating more
appropriate based on its unsustainable capital structure and
anticipates that Six Flags will continue to consume cash in 2008,
as it has each year since 2004.  The outlook is stable.

In addition, Moody's affirmed the SGL-3 speculative grade
liquidity rating and continues to characterize the company's
liquidity as adequate.  Moody's also downgraded the individual
instrument ratings.

Six Flags Inc.

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

   -- Corporate Family Rating, Downgraded to Caa1 from B3

   -- Preferred Stock, Downgraded to Caa3 from Caa2

   -- Senior Unsecured Bonds, Downgraded to Caa2, LGD5, 76%
      from Caa1

   -- Affirmed SGL-3 liquidity rating

   -- Outlook: Stable

Six Flags Theme Parks Inc.

   -- Senior Secured Bank Credit Facility, Downgraded B1, LGD2,
      19% from Ba3

The Caa1 corporate family rating reflects high financial risk,
including unsustainable leverage (about 14 times as per Moody's
standard adjustments) and negative free cash flow.  Despite
limited financial flexibility, management increased costs as part
of a turnaround strategy, expecting increased revenue and cash
flow to follow.  Two years into this transition, EBITDA and
attendance for Six Flags remain below the levels of 2004 and 2005
(pro forma for park sales).

However, asset sales and a bank refinancing in the first half of
2007 improved liquidity, and Six Flags benefits from about $100
million of balance sheet cash (as of the end of the September
quarter) and its $275 million revolving credit facility.  Scale,
geographic diversity, and the value of owned real estate also
support the rating.

The stable outlook at Caa1 assumes continued cash consumption over
the next several years.  Growth in EBITDA could contribute to a
decline in leverage, but Moody's remains concerned about the
company's ability to grow into its capital structure. Moody's
would consider a positive outlook or upgrade with a clear
trajectory toward positive free cash flow and sustainable leverage
below 10 times.

Conversely, evidence of deteriorating liquidity, such as inability
to access its revolving credit facility or a more rapid than
expected depletion of balance sheet cash, could result in a
negative outlook or downgrade.  Continued worsening of operational
trends, such as declining attendance or revenue, could also
pressure the rating.

Six Flags, headquartered in New York City, is the world's largest
regional theme park company with annual revenue of about $1
billion.


SIX FLAGS: Declining Profitability Cues S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on theme
park operator Six Flags Inc., including the corporate credit
rating to 'CCC+' from 'B-'.  The rating outlook remains negative.

"The downgrade is based on declining profitability, negative
discretionary cash flow, and rising debt leverage that has not
been meaningfully addressed by asset sales," explained Standard &
Poor's credit analyst Hal Diamond.

The company's turnaround effort has been more challenging than
Standard & Poor's had anticipated, involving more time,
investment, and uncertainty.  Additional operating expenses
associated with new management's plan to make the parks more
appealing to families and to enhance the guest experience, as
well as unsuccessful marketing expenditures, have hampered
financial performance.  Management's strategy of attracting family
audiences has faced challenges on account of negative brand
perception among parents, which has proven increasingly difficult
to reverse.

New York-based regional theme park owner and operator Six Flags
had $2.5 billion of debt and preferred stock outstanding as of
Sept. 30, 2007.


SMART SERIES: Moody's Assigns (P)B2 Rating on Class E Notes
-----------------------------------------------------------
Moody's Investors Service assigned provisional long-term ratings
to the notes issued by SMART Series 2007-3E Trust.

The transaction is a securitisation of a portfolio of Australian
motor vehicle leases originated by Macquarie Leasing Pty Limited,
a division of Macquarie Bank Limited.

Complete rating action:

   -- (P)P-1 to the Class A-1 Notes;
   -- (P)Aaa to the Class A-2 Notes;
   -- (P)A1 to the Class B Notes;
   -- (P)Baa2 to the Class C Notes;
   -- (P)Ba2 to the Class D Notes;
   -- (P)B2 to the Class E Notes;
   -- The Seller Notes are not rated.

The ratings address the expected loss posed to investors by the
legal final maturity.  The structure allows for timely payment of
interest and ultimate payment of principal with respect to the
Notes by the legal final maturity.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinion regarding the transaction.  Upon a conclusive review of
the final versions of all the documents and legal opinions,
Moody's will endeavour to assign a definitive rating to the
transaction.  A definitive rating may differ from a provisional
rating.

Moody's ratings address only the credit risks associated with the
transaction.  Other non-credit risks have not been addressed, but
may have significant effect on yield to investors.  Moody's
ratings are subject to revision, suspension or withdrawal at any
time at our absolute discretion.  The ratings are expressions of
opinion and not recommendations to purchase, sell or hold
securities.


SOLUTIA INC: Judge Beatty Approves $250 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 million to be put toward retiree pensions and $75 million
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.


STRUCTURED ASSET: Fitch Assigns Low-B Ratings on $21.3MM Certs.
---------------------------------------------------------------
Fitch rates Structured Asset Securities Corporation
$691.6 million mortgage pass-through certificates, series 2007-
BNC1, as:

   -- $541.6 million classes A1, A2, A3, and A4 'AAA';
   -- $18.3 million classes M1 'AA+';
   -- $18.3 million classes M2 'AA';
   -- $32.1 million classes M3 'AA-';
   -- $11.6 million classes M4 'A+';
   -- $13.1 million classes M5 'A';
   -- $9.7 million class M6 'A-';
   -- $7.8 million class M7 'BBB+';
   -- $10.1 million class M8 'BBB';
   -- $7.8 million class M9 'BBB-';
   -- $10.1 million class B1 'BB+' (144A);
   -- $11.2 million class B2 'BB' (144A).

The 'AAA' rating on the senior certificates reflects the 27.45%
total credit enhancement provided by the 2.45% class M1, the 2.45%
class M2, the 4.30% class M3, the 1.55% class M4, the 1.75% class
M5, the 1.30% class M6, the 1.05% class M7, the 1.35% class M8,
the 1.05% class M9, the privately offered 1.35% class B1, the
privately offered 1.50% class B2 and the privately offered non-
rated 3.70% class B3, as well as the initial 3.65%
overcollateralization.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses.  In addition, the ratings also
reflect the quality of the underlying mortgage collateral, the
strength of the legal and financial structures and the master and
primary servicing capabilities of Aurora Loans Services LLC, which
is rated 'RMS1-' by Fitch, as well as the primary servicing
capabilities of JP Morgan Chase Bank N.A. 'RPS1' and Wells Fargo
Bank N.A. 'RPS2'.

The trust fund will primarily consist of two pools of
conventional, first and second lien, fixed rate, fully amortizing
and balloon, residential mortgage loans, all of which have
original terms to maturity of not more than 30 years.  As of the
cut-off date (Oct. 1, 2007), the mortgage trust has an aggregate
principal balance of about $746,499,907 and an average balance of
$232,554.  The mortgage pool has a weighted average original loan-
to-value ratio of 86.42%, a weighted average coupon of 9.321%, and
a weighted average FICO of 611.  The top three states are
California (30.29%), Florida (11.36%) and Illinois (6.61%).

All mortgage loans originated or purchased by BNC were
underwritten in accordance with BNC's Underwriting Guidelines. All
mortgage loans were acquired by Lehman Brothers Holdings Inc. from
BNC Mortgage Inc.  SASCO, a special purpose corporation, deposited
the loans in the trust, which issued the certificates. U.S. Bank
National Association will act as trustee of the trust fund, which
is rated 'AA-/F1+' by Fitch. For federal income tax purposes, an
election will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


TERADYNE INC: Boards Approves New $400 Million Stock Repurchase
---------------------------------------------------------------
Teradyne Inc.'s board of directors has authorized a new Stock
Repurchase Program.  Under the program, the company is permitted
to spend an aggregate of $400 million to repurchase shares of its
common stock in open market purchases, in privately negotiated
transactions or through other appropriate means.

Shares are to be repurchased at the company's discretion, subject
to market conditions and other factors.

Teradyne completed its recent authorized stock repurchase program
in October.  Under that program, which started in the third
quarter of 2006, Teradyne repurchased 27,947,230 shares at an
average price of $14.31.

Headquartered in North Reading, Massachussetts, Teradyne Inc.
(NYSE: TER) -- http://www.teradyne.com/-- is a supplier of  
Automatic Test Equipment used to test complex electronics used in
the consumer electronics, automotive, computing,
telecommunications, and aerospace and defense industries.  
Teradyne employs about 3,600 people worldwide.

                          *     *     *

Teradyne Inc. still carries S&P's "B+" Long Term Foreign Issuer
Credit and Long Term Local Issuer Credit Ratings which was placed
on Dec. 13, 2002.


TLC VISION: Posts $22.6 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
TLC Vision Corporation reported last week results for the third
quarter ended Sept. 30, 2007.

Consolidated net loss for the third quarter was $22.6 million,
compared to net income of $301,000 from the prior year period.  
The quarterly net loss includes charges totaling $16.2 million
related principally to the impairment of the company's investments
in stand-alone ambulatory surgery centers (which TLC Vision is in
advanced discussions to sell), and one time non-cash income tax
expenses.

Revenue for the third quarter was $70.7 million, a 10% increase
over prior year revenue of $64.5 million.

Jim Wachtman, president and chief executive officer of TLCVision,
commented, "The overall company strategy continues to gain
traction as evidenced by the procedure and revenue growth
announced today.  We remain very focused on continuing to improve
the performance of our refractive centers while leveraging the
strength of the doctor services and eye care businesses.

"Consistent with that mission, today we are announcing that the
company is in advanced discussions to sell our stand-alone
ambulatory surgery business.  The potential sale of these
facilities will provide a better overall strategic alignment for
TLCV.  We are confident that these initiatives will drive
increased shareholder value for the long-term."

                       Business Unit Review

Refractive Centers includes the company's 80 centers that provide
laser vision correction surgery.  Total centers revenues were up
13% to $39.8 million.  Total procedures of 28,700, including
minority-owned centers, growing 6% overall and growing 7% on a
same store basis.

Doctor Services revenues increased 4.9% to $24.8 million, led by
an 8.7% increase in mobile cataract access revenue.

Eye Care revenues grew 10% over prior year as a result of new
franchises and higher fees per franchisee.

                       Year-to Date Results

Revenue for the nine months ended Sept. 30, 2007, was
$235.0 million, compared to $218.3 million for the prior year
period, an increase of 8%.

Consolidated net loss was $18.2 million compared to net income of
$13.9 million for the prior year period, and reflects the impact
of the non-cash charges in the third quarter.

Operating cash flow for the nine months ended Sept. 30, 2007, was
$29.8 million, compared to $30.5 million in the prior year period.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$257.0 million in total assets, $169.6 million in total
liabilities, and $87.4 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?252b

                         About TLC Vision

Headquartered in Mississauga, Ontario, Canada, TLC Vision Corp.
(NASDAQ: TLCV; TSX: TLC) --  http://www.tlcvision.com/-- is a  
North American eye care services company, providing eye doctors
with the tools and technologies needed to deliver high-quality
patient care.  

                          *     *     *

TLC Vision Corp. still carries Moody's Investors Service 'B1' long
term corporate family and 'B1' bank loan debt ratings which were
placed on June 8, 2007.  The rating outlook is stable.


VALLEY HEALTH: Voters Trash Measure G; Cutler To Woe Public Again
-----------------------------------------------------------------
Matthew Cutler, president and chief executive officer of Select
HealthCare Solutions, remained confident in purchasing Valley
Health System although voters trashed Measure G proposal at an
election last week, Herbert Atienza of The Press Enterprise
reports.  Mr. Cutler said he hadn't thought of a defeat and hadn't
prepared any contingency plans, Valerie Detwiler writes for The
Valley Chronicle.  Measure G advocates lost to opposition, 47% to
53%, The Valley Chronicle says.

Mr. Cutler says, according to The Press Enterprise, he will move
on to buy Valley Health's Moreno Valley Community Hospital for
$47 million, pursuant to the purchase agreement under Measure G.  
However, Mr. Cutler indicated plans to woe the public again to
allow him to buy the district hospitals, PE relates.

Valley Health's board met behind closed doors to discuss its other
alternatives after the Measure G defeat but have not come up with
definite decisions, The Press Enterprise reports.

                        About Measure G

Measure G is California Local Health Care District's
recommendation to sell Valley Health to Select Care for
$135 million in hopes to bring "much needed capital and new
services" to the District.  The District discloses it has been
running out of cash reserves and is losing about $1 million to
$2 million per month.

Based on the Measure G offer, if voters approve the sale,
approximately $105 million of $135 million will be used to pay off
bonds, fees, and interim operating costs until the sale closes.  
The remaining portion of the proceeds will be used by the District
to provide public health programs.  However, in the event the
communities do not approve the sale, Select is obligated to
purchase Moreno Valley Community Hospital (which, by itself, would
not require approval of the voters) for $47 million and the
District would maintain ownership of its other assets.  However,
the District Board would still have to pursue other solutions.  If
the sale is not approved, the District will have to take drastic
measures to reduce debt and losses.  These will include staff
layoffs and reducing services currently provided by the hospitals.  
In the worst scenario, bankruptcy would have to be considered.

Valley Health, according to the Measure G proposal at its Web
site, has been facing several financial problems which includes
the investment in Moreno Valley Hospital that, since its inception
17 years ago, has never had a positive bottom line.  Measure G
also mentions the constant turmoil and recall in the District's
board, the failure of the bond issue in 2006 that aimed to replace
several buildings that won't meet State seismic codes in 2013, and
the escalating employee salaries, wages and benefits costs that
rose rapidly over the past two years, leading to operating
deficits.

                      Asset Sale Agreement

On Aug. 8, 2007, Valley Health Board approved the acquisition of
substantially all of the District's assets - including Hemet
Valley Hospital, Menifee Valley Medical Center, Moreno Valley
Community Hospital and Hemet Healthcare Center - to Select
Healthcare for $135 million, a fair market value as assessed by
the Valuation and Information Group.

As part of this agreement, Select Healthcare will relieve Valley
Health of substantially all of VHS's debts incurred in the
ordinary course of business, including obligations under Valley
Health's outstanding revenue bonds incurred to construct various
Valley Health facilities.

The agreement terminates the existing management contract Valley
Health Care Management Solutions LLC, the principals of which are
prohibited from participating in the management of Valley Health
Hospitals for at least five years.  State law requires that a
majority of voters in the Valley Health System district approve
the sale agreement.  Voters decided against the sale on Nov. 6,
2007.

                          About Select

Select Heathcare Solutions is a health care development company
committed to bringing world-class management expertise and new
financial resources to the physicians, nurses and patients of
Hemet Valley Medical Center, Menifee Valley Medical Center, and
other Valley Health System facilities.

                    About Valley Health System

Valley Health System, -- http://www.valleyhealthsystem.com/-- a  
California Local Health Care District, owns and operates three
acute hospitals and a skilled nursing facility; Hemet Valley
Medical Center, a 340-bed facility located in Hemet, Menifee
Valley Medical Center an 84-bed facility located in Sun City, and
Moreno Valley Community Hospital a 95-bed facility located in the
city of Moreno Valley.  Hemet Valley HealthCare Center, a 113-bed
skilled nursing facility located in Hemet.

Currently the District encompasses approximately 882 square miles
in the San Jacinto Valley in west central Riverside County. It
includes the City of Hemet, the City of San Jacinto, the City of
Sun City, and the surrounding unincorporated areas. Population of
the District is approximately 360,000, however Moreno Valley and
its primary service area are located outside the boundaries of the
District.

The District was formed in 1946 and purchased as existing 18-bed
hospital from the City of Hemet. Since then, Hemet Valley Medical  
Center has undertaken a number of projects in expanding to its
present 240 licensed bed capacity. Menifee Valley Medical Center
and Moreno Valley Community Hospital were opened in 1989 and 1990
respectively.


VESCOR DEV'T.: Section 341(a) Meeting Slated for December 12
------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in the bankruptcy cases of Vescor Development LLC and its debtor-
affiliates at 1:00 p.m., on Dec. 12, 2007, at Foley Building, Room
1500.

This is a continuation of the previous meeting scheduled last
Sept. 12, 2007.

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

                    About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered its
reorganization plan and disclosure statement in January 2007,
whereby they planned to pay its general unsecured creditors in
full.  The Court confirmed that plan on March 20, 2007, with a
condition to retain a qualified chief restructuring officer.


VESCOR DEV'T.: Committee Taps Pachulski Stang as Co-Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Vescor
Development LLC and its debtor-affiliates' Chapter 11 cases asks
authority from the U.S. Bankruptcy Court for the District of
Nevada to retain Pachulski Stang Ziehl & Jones LLP as its co-
counsel.

The firm will represent the Committee as co-counsel with Fennemore
Craig P.C.  The firm will be taking the lead in negotiations and
restructuring work that it has been working on prior to the
bankruptcy, and with respect to formulation and drafting of a plan
of reorganization and will also be taking the lead in responding
to the motion of the United States Trustee for appointment of a
chapter 11 Trustee.  On the other hand, Laurel Davis, Esq., at
Fennemore Craig, will be taking lead on administration of the
cases and appearances at hearings on day to day matters, including
filing of the Debtors statements and schedules and postpetition
financing, with input assistance from PSZJ on specific matters.

Specifically, the firm will:

   a. advise and represent Debtors concerning the rights and
      remedies od the estate in regard to the assets of the        
      estate, and with respect to the secured, priority and
      general claims of creditors;

   b. advise and represent the Debtors in connection with
      financial and business matters, including the sale of any       
      assets;

   c. advise and represent the Debtors in connection with
      investigation of potential causes fo action against
      persons or entities, including, but not limited to,
      avoidance actions, and the litigation thereof if
      warranted;

   d. represent the Debtors in any proceeding or hearing in the
      Bankruptcy Court, and in any action in other courts where
      the rights of the estates may be litigated or affected;

   e. conduct examinations of witnesses, claimants, or adverse
      parties and preparing and assisting in the preparation of
      reports, accounts, applications and orders;

   f. advise and representat the Debtors in the negotiation,
      formulation, and drafting of any plan of reorganization
      and disclosure statement;

   g. advise and represent the Debtors in the performance of
      their duties and exercise of their posers under the
      Bankruptcy Code, the Bankruptcy Rules, the Local
      Bankruptcy Rules and the Region 17 United States Trustee
      Guidelines; and

   h. provide to the Debtors such other necessary advice and
      services as the Debtors may require in connection with
      these Chapter 11 Cases.

The Debtors will pay the firm its customary hourly rates in effect
from time to time and to reimburse the Firm for its expenses
according to its customary reimbursement policies.  The attorneys
and paralegal will be paid in these hourly rates:

      Professionals                 Hourly Rate
      -------------                 -----------
      Richard M. Pachulski, Esq.       $795
      Dean A. Ziehl, Esq.              $750
      Stanley E. Goldich, Esq.         $575
      Nina L. Hong, Esq.               $450
      Patricia J. Jeffries             $200

The firm can be reached at:

    Pachulski Stang Zeihl & Jones LLP
    10100 Santa Monica Boulevard, 11th Floor
    Los Angeles, California 90067-4100
    Tel: (310) 277-6910
    http://www.pszjlaw.com/

The firm and its partners, of counsel, and associates are
"disinterested persons" as that term is defined in sections
101(14) of the Bankruptcy Code.

                    About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered its
reorganization plan and disclosure statement in January 2007,
whereby they planned to pay its general unsecured creditors in
full.  The Court confirmed that plan on March 20, 2007, with a
condition to retain a qualified chief restructuring officer.


WILLIAMS COS: S&P Lifts Corporate Credit Rating to BBB- from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on The
Williams Companies Inc. and its affiliates, including its
corporate credit rating to 'BBB-' from 'BB+'.  In addition,
Standard & Poor's removed the ratings from CreditWatch with
positive implications.  The outlook is stable.  Affiliate credits
affected by the Williams upgrade include Northwest Pipeline Corp.,
Transcontinental Gas Pipe Line Corp. and Williams Partners L.P.  
S&P placed the ratings on CreditWatch on May 21, 2007, following
the announced sale of William's power business to Bear Energy LP,
a unit of The Bear Sterns Companies Inc. for an adjusted purchase
price of $496 million.
     
The upgrade reflects the consummation of the sale of the power
unit and the extinguishment of approximately $2.0 billion of
imputed debt related to tolling agreements that are assumed by
Bear Sterns.  The sale also relieves Williams of volatile
operating cash flows and the need to post collateral for its mark-
to-market power transactions, which should free up to
$450 million of liquidity.  The rating also reflects the company's
improved financial metrics resulting from strong business results
across all business segments.
     
Tulsa, Oklahoma-based Williams' business risk profile is
considered satisfactory.  The company's ongoing business segments
include gas pipeline, exploration and production, midstream, and
gas marketing services.
     
The stable outlook reflects the expectation that Williams'
financial metrics will continue to improve as a result of the
strong business performance at the both E&P and midstream segments
and the stable cash flow generated from the regulated pipeline
business.  S&P also expect the company to benefit from low-cost
capital.  These factors are somewhat offset by the
company's inclination to pursue projects aggressively, which could
increase capital spending.  The outlook could be revised to
positive if Williams continues to strengthen its financial metrics
and exhibits greater capital discipline.  A negative outlook would
be warranted if performance deteriorates at the E&P or midstream
segments, financial metrics weaken, or debt increases to fund
share repurchases or an aggressive capital spending program.


WORLDGATE COMMS: Posts $2.7 Million Net Loss in Third Quarter
-------------------------------------------------------------
WorldGate Communications Inc. reported Friday its financial
results for the third quarter ended Sept. 30, 2007.

For the three months ended Sept. 30, 2007, the net loss was
$2.7 million compared to a net loss of $3.6 million for
the three month period ended Sept. 30, 2006.  The three months
ended Sept. 30, 2007, included a non-cash charge of $917,000
million associated with amortization of the debt discount of the
company's outstanding debentures offset by a $500,000 gain on the
assignment of one of the company's trademarks.

Revenues for the three months ended Sept. 30, 2007, were
$1.5 million.  This represented an increase of $570,000 versus the
three months ended Sept. 30, 2006.  The quarter results reflect
the launch shipments to Snap!VRS as well as units shipped to
Turkey, in addition to $370,000 from service revenue and
development fees.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4,659,000 in total assets, $4,339,000 in total liabilities, and
$320,000 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?252e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 21, 2007,
Marcum & Kliegman LLP, in Melville, New York, expressed
substantial doubt about WorldGate Communications Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and accumulated deficit
of $247 million at Dec. 31, 2006.

                  About WorldGate Communications

Based in Trevose, Pennsylvania, WorldGate Communications Inc.
(NASDAQ: WGAT) -- http://www.wgate.com/-- designs, manufactures,    
and distributes the Ojo line of personal video phones.  Ojo
personal video phones offer real-time, two-way video
communications with video messaging.


YUKOS OIL: Owners Get Nothing from $35.6 Billion Sale Proceeds
--------------------------------------------------------------
A series of bankruptcy auctions for OAO Yukos Oil Co.'s assets,
which began in March 2007, has raised RUR877.06 billion
($35.6 billion) this year, about $3 billion less than the
company's total liabilities, including taxes, debts and fines,
Bloomberg relates.

However, Nikolai Lashkevich, spokesman for Yukos' court-
appointed manager Eduard Rebgun, told Bloomberg that
shareholders will not get anything from the amount as "there is
no money from the asset sales" available to pay them.

As reported in the TCR-Europe on Nov. 5, 2007, Yukos has paid
up to RUR1.867 trillion to its bankruptcy creditors, with
RUR76 billion in outstanding claims left, RIA Novosti reports,
citing Mr. Rebgun.

According to the report, Yukos has paid:

   -- RUR995 billion in taxes, RUR579 billion of which incurred
      during the company's bankruptcy process, to Russia's
      federal budget; and

   -- RUR872 billion in claims by commercial creditors,
      including Deutsche Bank AG, Banque Societe Generale Vostok
      and Mazeikiu Nafta.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned
Rosneft, which is now claiming more than $12 billion from
Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* Entergy's Nuclear Spinco Spin-off Will Have Moderate Risk
-----------------------------------------------------------
Fitch Ratings believes that Entergy's spin-off company, Nuclear
Spinco, will have a moderate to moderately high operating risk
profile.

This report follows Entergy's November 5th announcement that it
would divest its non-utility nuclear generating assets into an
independent company.

Based on Fitch's base case for energy and capacity prices, Nuclear
Spinco's estimated EBITDA is about $990 million.  At this cash
flow level, Fitch believes that Nuclear Spinco's Issuer Default
Rating and $4.5 billion of new debt would be rated in the 'BB'
range, assuming a moderate operating risk profile.  If Spinco has
a moderately high operating risk profile, Fitch believes the IDR
and new debt would be rated in the 'BB' to 'B' range.

Fitch's ultimate assessment of Spinco's credit and risk profile
will be made once the company discloses additional details on its
operating strategy, including the hedging program and the capital
structure.  The spin-off's bearing on ETR's ratings ultimately
will be determined by the amount of debt reduction at the parent
company level relative to the loss of cash flow from the nuclear
business.  Fitch currently rates ETR at 'BBB-' with an Evolving
Rating Outlook.

Fitch recognizes that nuclear generation ownership, while
entailing some financial advantages, also presents significant
additional risks.  These include operating complexities,
additional regulatory and administrative costs due to heavy
government oversight, financial risks from prolonged unplanned
outages, and the mutualized financial liability for accidents at
nuclear sites under different ownership.


* S&P Places Ratings on 484 Classes of RMBS Under Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 484
classes of U.S. residential mortgage-backed securities backed by
U.S. first-lien Alternative-A mortgage loans issued from the
beginning of 2005 through the end of 2006 on CreditWatch with
negative implications.  In addition, Standard & Poor's placed on
CreditWatch with negative implications its ratings on 63 classes
of U.S. net interest margin securities transactions backed by the
affected U.S. first-lien Alt-A mortgage securities.

Alt-A loans are first-lien residential mortgages that generally
conform to traditional "prime" credit guidelines.  However, the
loan-to-value ratio, loan documentation, occupancy status,
property type, or other factors cause these loans not to qualify
under standard underwriting programs for prime jumbo and prime
quality conforming loans.  This review includes transactions
backed by payment option ARM (adjustable-rate mortgage)
residential mortgage loans which have, as a subgroup of Alt-A,
exhibited lower severe delinquency rates and have greater credit
protection than the average for the entire Alt-A
sector.

NIMS are derivatives of RMBS. The primary source of payments to
NIMS comes from the difference between the interest payments
collected from subprime mortgages and the interest owed to
subprime securities, together with prepayment penalties.  The
current levels of delinquencies and losses occurring in the
subprime mortgage market have significantly reduced the levels of
excess interest available to some of the NIMS.  Unlike the
underlying securitization, a NIMS transaction does not benefit
from or contain subordination or overcollateralization.  NIMS are
generally short-term instruments with average tenures of less than
36 months.

The Alt-A RMBS CreditWatch actions affect a total of 334 U.S. Alt-
A RMBS transactions.  The 484 Alt-A classes had an original total
balance of approximately $2.09 billion, which represents 0.03% of
the approximately $675.9 billion in U.S. RMBS backed by first-lien
Alt-A mortgage loans rated by Standard & Poor's from the beginning
of 2005 through the end of 2006.  During
the same period, the total balance of U.S. RMBS securities backed
by all types of residential mortgage loans issued in the non-
agency market was more than $2.2 trillion.  No 'AAA' or 'AA'
ratings were affected by these actions.

The Alt-A NIMS CreditWatch actions affect a total of 38 U.S. Alt-A
RMBS NIMS transactions.  The 63 Alt-A NIMS classes with ratings
placed on CreditWatch have a current balance of approximately $398
million, which represents roughly 44% of their approximate $905
million original balance.  No 'AAA' or 'AA' Alt-A NIMS ratings
were affected by these actions.

S&P are also conducting a review of its ratings on collateralized
debt obligation, structured investment vehicle, and asset-backed
commercial paper transactions in which the underlying portfolios
contain any of the securities affected by these rating actions.

These actions reflect a persistent rise in the level of
delinquencies among the Alt-A mortgage loans supporting these
transactions.  As of the October 2007 distribution, total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and real estate owned) for the transactions with
ratings placed on CreditWatch exceed those of Alt-A transactions
with ratings not placed on CreditWatch by 36.38% and 55.69%,
respectively.  Total delinquencies for Alt-A transactions issued
during 2005 and 2006 have increased 43.27% to 9.90% since July
2007.  Over the same period, severe delinquencies have increased
52.06% to 5.17%.  The following data shows the trending decline in
credit quality for Alt-A transactions by four relevant groupings:

2005-2006 Alt-A transactions with ratings placed on CreditWatch
negative:
  
                   Total       90-plus-day
      Date     delinquencies  delinquencies     Cum. loss
      ----     -------------  -------------      --------
      Oct-07      11.77%          6.57%            0.09%
      Sep-07      10.15%          5.93%            0.07%
      Aug-07       9.35%          5.17%            0.05%
      Jul-07       8.50%          4.45%            0.04%

2005-2006 Alt-A transactions with no CreditWatch actions:

                   Total       90-plus-day
      Date     delinquencies  delinquencies     Cum. loss
      ----     -------------  -------------     ---------
      Oct-07       8.63%          4.22%           0.06%
      Sep-07       7.10%          3.66%           0.05%
      Aug-07       6.39%          3.10%           0.04%
      Jul-07       5.81%          2.67%           0.03%

Alt-A transactions issued in 2005 and 2006:

                   Total       90-plus-day
      Date     delinquencies  delinquencies     Cum. loss
      ----     -------------  -------------     ---------
      Oct-07      9.90%           5.17%           0.07%
      Sep-07      8.33%           4.57%           0.06%
      Aug-07      7.58%           3.93%           0.05%
      Jul-07      6.91%           3.40%           0.04%

All outstanding Alt-A transactions:

                    Total       90-plus-day
       Date     delinquencies  delinquencies     Cum. loss
       ----     -------------  -------------     ---------
       Oct-07       7.56%          4.02%           0.07%
       Sep-07       6.96%          3.59%           0.07%
       Aug-07       6.20%          3.02%           0.06%
       Jul-07       5.58%          2.56%           0.05%
    

Realized cumulative losses within U.S. RMBS transactions backed by
Alt-A mortgage loans issued during this period have remained
relatively low to date, at approximately 7 basis points.  The 2005
and 2006 transactions affected by these actions have experienced
losses of 10 bps and 6 bps to date, respectively.
     
                   Impact on Current Ratings
   
The CreditWatch actions on the 484 different classes of first-lien
U.S. RMBS backed by Alt-A mortgage loans are spread across the
various rating categories: 4.48% are from the 'A' rating category;
16.97% are from the 'BBB' rating category; 20.66% are from the
'BB' rating category; and 57.89% are from the 'B' rating category.  
Overall, 95.52% of the affected classes are rated 'BBB+' or lower.
No 'AAA' or 'AA' ratings are affected.
   
     Rating        No. of         Orig. cert    % of total
    category    Watch actions      balance    actions by bal.
     ------      ----------        --------    ------------
     A+               3           $8,072,000       0.20
     A               11          $48,279,000       1.17
     A-              10          $35,919,000       0.87
     BBB+            16          $81,910,315       1.99
     BBB             15          $54,090,618       1.31
     BBB-            43         $213,367,706       5.18
     BB+             32         $148,636,000       3.61
     BB              61         $270,859,593       6.58
     BB-              3           $6,044,875       0.15
     B+               0                    0       0.00
     B              284       $1,174,072,037      28.51
     B-               6          $18,052,720       0.44
     Total          484       $2,059,303,864

The CreditWatch actions on the 63 different classes of U.S. Alt-A
NIMS are spread across the various rating categories: 39.14% are
from the 'A' rating category; 33.51% are from the 'BBB' rating
category; 15.00% are from the 'BB' rating category; and 12.35% are
from the 'B' rating category.  Overall, 60.86% are rated 'BBB' or
lower.  No 'AAA' or 'AA' Alt-A NIMS ratings were affected.
   
     Rating       No. of         Orig. cert     % of total
    category   Watch actions       balance     actions by bal.
     ------       -------         ---------     ------------
     A               2            $29,630,000       3.27
     A-             13           $324,993,000      35.87
     BBB             6            $81,600,900       9.01
     BBB-           14           $221,966,000      24.50
     BB             12            $33,533,900       3.70
     BB-             9           $102,366,000      11.30
     B               6           $103,475,000      11.42
     B-              1             $8,371,000       0.92
     Total          63           $905,935,800     100.00

The first-lien Alt-A RMBS classes with ratings placed on
CreditWatch evidence high current delinquencies and increasing
loss exposure relative to available credit enhancement.  The level
of severe delinquencies among the affected transactions exceeded
credit support by a multiple of more than four times.  S&P expect
to resolve these CreditWatch placements within the next several
weeks.  S&P will perform a cash flow analysis for each transaction
that stresses prepayment speeds together with its transaction-
specific loss projections, which S&P expect to yield collateral-
specific default curves (including various
prepayment and delinquency stresses involving loan resets).  It is
possible that the ratings on classes not included in this
CreditWatch action could be adversely affected at the conclusion
of S&P's analysis.  S&P will take rating actions on the
transactions in which its loss assumptions exceed the available
subordination and reserve funds.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (28)         557       24
Apex Silver Mine        SIL        (281)       1,366     (167)
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (365)       2,021       384
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (18)         459      (36)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (17)         135      (28)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Extendicare Real        EXE-U       (16)       1,277      161
Foamex Intl             FMXI       (257)         566      146
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
ICO Global C-New        ICOG       (116)         628      146
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (13)         292      231
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC   (187,531)       4 TRI (276,257)
National Cinemed        NCMI       (579)         439       40
Navisite Inc            NAVI        (14)         116       11
Neurochem Inc           NRM          (1)         116       79
Nexstar Broadcasting    NXST        (81)         704      (20)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (602)       1,260       14
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (107)         759      (41)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (343)       3,794    1,246
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

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.

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