TCR_Public/071115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 15, 2007, Vol. 11, No. 271

                             Headlines


ACTUANT CORP: R. Alan Hunter Joins Board of Directors
AFM 805 INC: Case Summary & 30 Largest Unsecured Creditors
AFV SOLUTIONS: Posts $498,995 Net Loss in 1st Qtr. Ended Sept. 30
AGILENT TECHNOLOGIES: Inks Merger Agreement with Velocity11
AINSWORTH LUMBER: Moody's Junks Corporate Family Rating

ALAN BURNS: Case Summary & 19 Largest Unsecured Creditors
ALLIANCE BANCORP: Sells Brisbane Property to TA Associates
AMERICAN HOME: Can Access $35 Mil. of AHM Acquisition Financing
AMERICAN HOME: Asks Court to Move Lease Decision Period to Mar. 3
AMERICAN HOME: Wants Senior Managers Incentive Program Approved

AMERICAN REPROGRAPHICS: S&P Holds 'BB' Corporate Credit Rating
AMERISOURCEBERGEN CORP: Earns $87.5 Mil. in Qtr. Ended Sept. 30
AMMC VIII: Moody's Rates $20 Million Class E Notes at Ba2
AMR CORP: Fitch Holds Junk Rating on Senior Unsecured Debt
ANN-LEE CONSTRUCTION: Case Conversion Hearing Moved to December 12

ANSLEY PARK: Moody's Junks Ratings on Four Note Classes
ARCHSTONE-SMITH: S&P Retains 'BB-' Issuer Credit Rating
ARES XII: Moody's Assigns Ba2 Rating on $35 Mil. Class E Notes
ARVINMERITOR INC: Declares $0.10 Quarterly Dividend
ARVINMERITOR INC: Posts $62 Million Net Loss in Fourth Quarter

ATARI INC: Streamlines Operations, Establishes Business Plan
BABBY-HENKEL: Case Summary & Two Largest Unsecured Creditors
BAKER & TAYLOR: Moody's Changes Outlook to Negative from Stable
BANC OF AMERICA: Fitch Holds BB+ Rating on Class M-MC Certs.
BEAR STEARNS: Fitch Holds BB+ Rating on Class L Certificates

CARIBE MEDIA: S&P Puts 'B' Ratings Under Positive CreditWatch
CELL THERAPEUTICS: Sept. 30 Balance Sheet Upside-Down by 119.3MM
CITIGROUP: Moody's Holds Low-B Ratings on Three Cert. Classes
CLECO EVANGELINE: Moody's Lifts Rating on Senior Notes to Ba1
COLUMBUSNOVA CLO: Moody's Rates $11.25MM Class E Notes at Ba2

COREL CORP: S&P Holds 'B' Rating and Revises Outlook to Stable
CREDIT SUISSE: Low Credit Levels Cue Moody's to Lower Ratings
CREDIT SUISSE: Moody's Cuts Ratings on Two Cert. Classes to Low-B
CSFB TRUST: Credit Support Erosion Cues S&P's Rating Downgrades
CYRUS REINSURANCE: S&P Assigns Low-B Ratings on $105 Million Loan

DELPHI CORP: To Receive Labor Payments from GM Through 2015
DUANE STREET: Moody's Rates $15 Million Class B Notes at Ba2
DURA AUTOMOTIVE: Asks Firm to Detail Purchase of Clients' Bonds
DRYDEN XVIII: Moody's Assigns Ba2 Rating on $14MM Class B Notes
E.DIGITAL CORP: Sept. 30 Balance Sheet Upside-Down by $2.04 Mil.

E*TRADE: Moody's Lowers Outlook to Stable from Positive
E*TRADE FINANCIAL: Possible Write-Downs Cue S&P to Cut Ratings
EDITH MOSER: Voluntary Chapter 11 Case Summary
ENCYSIVE PHARMA: Sept. 30 Balance Sheet Upside-Down by $136.6 Mil.
FEDERAL MOGUL: District Court Affirms Chapter 11 Plan

FIRST UNION: Fitch Junks Rating on $11.8 Mil. Class M Certs.
FREESCALE SEMICONDUCTOR: Fitch Puts Issuer Default Rating at B+
GENERAL MOTORS: To Make Labor Payments to Delphi Through 2015
GENERAL MOTORS: Signs 2007 UAW-GM National Labor Contract
GOLDMAN SACHS: Moody's Lowers and Reviews Ratings on 18 Deals

GOLF TRUST: Terminates Plan of Liquidation and Dissolution
GREENWOOD LLC: Case Summary & Four Largest Unsecured Creditors
GSC CAPITAL: Moody's Junks Ratings on Four Certificate Classes
HAZEL POINTE LP: Involuntary Chapter 11 Case Summary
HM RIVERGROUP: S&P Holds 'B-' Rating and Removes Positive Watch

HOME EQUITY: Poor Credit Support Cues S&P to Lower Ratings
HOMEBANC CORP: Judge Carey Appoints Stuart Maue as Fee Auditor
INFINITY ENERGY: Earns $3.2 Million in 3rd Quarter Ended Sept. 30
JEFFREY BRUNO: Case Summary & 20 Largest Unsecured Creditors
JOHN CONNERS: Voluntary Chapter 11 Case Summary

KKR FINANCIAL: Moody's Assigns Low-B Ratings on $62 Million Notes
LAWRENCE SALANDER: Needs $200,000 DIP Fund to Pay Attorneys
LAWRENCE SALANDER: Creditor Balks at DIP Pact with First Republic
LAWRENCE SALANDER: Wants Until December 17 to File Schedules
LEVITT AND SONS: Wants to Hire Berger Singerman as Bankr. Counsel

LEVITT AND SONS: Selects AP Services as Crisis Managers
LEVITT AND SONS: Wants Court's OK to Use Lenders' Cash Collateral
LEVITZ FURNITURE: Gets Interim Okay to Use GECC's Cash Collateral
MACY'S INC: Earns $33 Million in Third Quarter Ended Nov. 3
MAJESTIC STAR: Moody's Cuts Corporate Family Rating to B2

MAMC WINDWARD: Voluntary Chapter 11 Case Summary
MATRITECH INC: Sept. 30 Balance Sheet Upside-Down by $9.9 Million
MISSION BAY: Case Summary & 20 Largest Unsecured Creditors
MONDY PROPERTIES: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: Moody's Affirms Low-B Ratings on Six Cert. Classes

NASH FINCH: Earns $15.4 Million in Quarter Ended October 6
NASH FINCH: Board Approves One Million Share Repurchase Program
NATURADE INC: Obtains $1.2 Mil. Exit Financing from Redux Holdings
NEPTUNE CDO: Moody's Junks Ratings on Six Note Classes
NEW YORK RACING: U.S. Trustee and PBGC Balk at Chapter 11 Plan

NOMURA ALT-A: Moody's Lowers and Reviews Ratings on 10 Deals
NOVASTAR FINANCIAL: Has $80.7 Million Equity Deficit at Sept. 30
NOVASTAR FINANCIAL: Inks Waiver Agreement with Wachovia Bank
NOVASTAR FIN'L: Mulls Bankruptcy Filing Due to Bank Loan Default
NUVEEN INVESTMENTS: Moody's Cuts Rating on Senior Notes to B3

PEABODY ENERGY: Fitch Affirms BB+ Issuer Default Rating
PETROLEUM GEO: Arrow Seismic Deal Cues S&P to Hold 'BB-' Rating
PILGRIM'S PRIDE: Earns $33.2 Million in Quarter Ended Sept. 29
PLAINS EXPLORATION: Provides Final Results of Pogo Elections
PLAINS EXPLORATION: Earns $32.9 Mil. in Quarter Ended Sept. 30

POLAR REFRIGERANT TECHNOLOGY: Involuntary Chapter 11 Case Summary
PROGRESSIVE GAMING: Posts $39.7 Million Loss in Third Quarter
PROVIDENCE SERVICE: Moody's Puts Corporate Family Rating at B2
QUEBECOR WORLD: Moody's Junks Rating on New $400 Mil. Senior Notes
QUEBECOR WORLD: S&P Rates Proposed $400 Million Senior Notes at B

RAMPART CLO: Moody's Rates $16.35 Million Class E Notes at Ba2
REAL ESTATE: Moody's Holds Low-B Ratings on 6 Certificate Classes
RELIANCE INTERMEDIATE: Moody's Rates $293MM Senior Notes at Ba2
RELIANCE INTERMEDIATE: S&P Rates $293 Million Secured Notes at BB-
REMY WORLDWIDE: Files Supplement to Prepackaged Chapter 11 Plan

REMY WORLDWIDE: Plan Confirmation Hearing Set for November 20
RIVERDEEP INTERACTIVE: Harcourt Deal Cues Moody's Rating Action
ROGER ENGEN: Case Summary & Eight Largest Unsecured Creditors
ROUTE 66: Case Summary & Seven Largest Unsecured Creditors
SALANDER-O'REILLY: Wants to Use First Republic's $1.5MM DIP Fund

SCOTTISH RE: Moody's Holds (P)Ba3 Rating on Senior Unsecured Shelf
SMK SPEEDY: Need to Cut Overhead Costs Cues CCAA Bankruptcy Filing
SPATIALIGHT INC: Sept. 30 Balance Sheet Upside-Down by $13.5 Mil.
SPATIALIZER AUDIO: Earns $472,342 in Third Quarter Ended Sept. 30
STATION CASINO: Moody's Cuts Rating on Senior Notes to B2

TAXI TECHNOLOGY: Voluntary Chapter 11 Case Summary
TRENT VON'LEE: Case Summary & 13 Largest Unsecured Creditors
VICTORY OUTREACH: Case Summary & Eight Largest Unsecured Creditors
VIEWPOINT CORP: Posts $256,000 Net Loss in 3rd Qtr. Ended Sept. 30
WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes

WATERFORD WEDGWOOD: Posts EUR85 Mil. Equity Deficit at Sept. 30
WAVE SYSTEMS: Posts $4.8 Million Net Loss in Qtr. Ended Sept. 30
WELLS FARGO: Fitch Holds Low-B Ratings on 10 Cert. Classes
WENDY'S INT'L: Gets Lower Purchase Proposal from Triarc Cos.
WINDSTREAM REGATTA: Moody's Puts Corporate Family Rating at B1

WINDSTREAM REGATTA: S&P Assigns 'B+' Corporate Credit Rating
X-RITE INC: Posts $2.8 Million Net Loss in Quarter Ended Sept. 29

*Chapter 11 Cases with Assets & Liabilities Below $1,000,00


                             *********

ACTUANT CORP: R. Alan Hunter Joins Board of Directors
-----------------------------------------------------
Actuant Corporation has appointed R. Alan Hunter to the
company's Board of Directors, effective immediately.

Mr. Hunter is a retired executive from The Stanley Works where
he had served as President and Chief Operating Officer from
1993-1997 as well as Vice President Finance and Chief Financial
Officer from 1986-1993.  He joined Stanley in 1974 and prior to
that time was an Officer in the United States Navy.  Mr. Hunter
has been involved in several business and community
organizations since retiring from Stanley in 1997.

Commenting on the announcement, Bob Arzbaecher, Actuant's
Chairman and CEO, said, "We are pleased to announce the addition
of Alan to Actuant's Board of Directors.  His broad experience in
operations and finance, as well as his industrial tool and home
center market background, nicely complements the Actuant portfolio
of businesses.  The rest of the Board and I look forward to his
contributions and counsel on the various
opportunities awaiting Actuant."

Actuant also disclosed that Kathleen Hempel will be retiring
from the Board at the company's Annual Meeting of Shareholders
in January 2008.  Arzbaecher commented, "Kathy has been a member
of our Board since 2001.  Since that time, Actuant has grown
significantly, both in terms of internal growth and
acquisitions.  I am grateful for her dedication, integrity and
leadership during this period of growth for Actuant and,
speaking on behalf of the entire Board, we will miss her insight
and passion for the business."

                       About Actuant Corp.

Headquartered in Glendale, Wisconsin, Actuant Corp. (NYSE:ATU) --
http://www.actuant.com/-- is a diversified industrial company  
with operations in more than 30 countries, including Australia,
Brazil, China, Hong Kong, Italy, Japan, Taiwan, United Kingdom and
South Korea.  The Actuant businesses are market leaders in highly
engineered position and motion  control systems and branded
hydraulic and electrical tools and supplies.  The company employs
a workforce of approximately 6,000 worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Actuant Corp.'s proposed $250 million senior unsecured notes
due 2017.


AFM 805 INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: A.F.M. 805, Inc.
             dba Ameristop Express 805
             985 Burlington Park
             Burlington, KY 41005

Bankruptcy Case No.: 07-15511

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        A.F.M. 806, Inc.                           07-15512
        A.F.M. 807, Inc.                           07-15513
        A.F.M. 810, Inc.                           07-15514
        A.F.M. 812, Inc.                           07-15515
        A.F.M. 814, Inc.                           07-15516
        A.F.M. 815, Inc.                           07-15517
        A.F.M. 816, Inc.                           07-15518

Type of Business: The Debtors own and operate convenience stores
                  and gas stations.  They belong to the AmeriStop
                  Express banner of AmeriStop.  See
                  http://www.ameristop.com

Chapter 11 Petition Date: November 12, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: Burton Perlman

Debtors' Counsel: Ronald E. Gold, Esq.
                  Frost Brown Todd, L.L.C.
                  2200 P.N.C. Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 651-6800
                  Fax: (513) 651-6981

                               Estimated Assets    Estimated Debts
                               ----------------    ---------------
A.F.M. 805, Inc.               $1 Million to       $1 Million to
                               $100 Million        $100 Million

A.F.M. 806, Inc.               $1 Million to       $1 Million to
                               $100 Million        $100 Million

A.F.M. 807, Inc.               $1 Million to       $1 Million to
                               $100 Million        $100 Million

A.F.M. 810, Inc.               $1 Million to       $1 Million to
                               $100 Million        $100 Million

A.F.M. 812, Inc.               $1 Million to       $1 Million to
                               $100 Million        $100 Million

A.F.M. 814, Inc.               $100,000 to         $1 Million to
                               $1 Million          $100 Million

A.F.M. 815, Inc.               $100,000 to         $1 Million to
                               $1 Million          $100 Million

A.F.M. 816, Inc.               $1 Million to       $1 Million to
                               $100 Million        $100 Million

Debtors' Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Dayton Oil Co.                 $970,647
Contact: President or
Chief Executive Officer
4232 Colonel Glenn Highway
Beavercreek, OH 45431

CORE-MARK INTERNATIONAL        $865,190
Attention: Bankruptcy
1055 Salt River Road
Leitchfield, KY 42754

KENTUCKY LOTTERY CORP.         $159,619
Attention: Bankruptcy
Contact: President
6040 Dutchman's Lane
Louisville, KY 40205-3271

DINSMORE & SHOL                $137,961

JOSEPH DECOSIMO & CO.          $153,027

PEPSI-COLA BOTTLING-           $79,586
CINCINNATI

COCA COLA BOTTLING CO.         $46,008

C.N.A. INSURANCE               $35,542

TRAUTH DAIRY                   $27,532

R.G.I.S.                       $24,771

RADIO STATION 94.9             $19,363

HOME CITY ICE CO.              $17,900

I.C.E.E.-U.S.A. CORP.          $15,842

FLANAGAN, LIEBERMAN, HOFFMAN   $10,304
& SWAINE

THE MERTEN GROUP               $12,240

W.U.B.E.-F.M.                  $10,166

CHARLES DEGLOW                 $9,619

TRI-STATE JUICE                $9,349

NARENDRA PATEL                 $7,524

RJM MANAGEMENT                 $7,429

COX AUTO TRADER                $7,240

ZEP MANUFACTURING CO.          $7,217

Duke Energy                    $7,085

TRI-STATE SERVICE STATION      $7,024

MOVIE GALLERY U.S. INC.        $6,838
C/O HOLLYWOOD

M.W. DAVIS                     $6,382

FRITO-LAY, INC.                $6,168

STAPLES                        $6,087

MOVIES U BUY/S.Q.S.            $6,144

MARGE SCHOTT                   $5,881


AFV SOLUTIONS: Posts $498,995 Net Loss in 1st Qtr. Ended Sept. 30
-----------------------------------------------------------------
AFV Solutions Inc. reported a net loss of $498,995 on revenue of
$20,277 for the first quarter ended Sept. 30, 2007, compared with
a net loss of $1.2 million on revenue of $36,442 in the same
period in 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.2 million in total assets, $550,537 in total liabilities, and
$680.7 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?254b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Kansas City, Mo.-based Weaver & Martin LLC raised substantial
doubt about AFV Solutions Inc.'s ability to continue as a going
concern after auditing the company's financial statements for
the year ended June 30, 2007.  The auditing firm pointed to the
company's losses from inception.

                       About AFV Solutions

Headquartered in Irvine, California, AFV Solutions Inc. (OTC BB:
AFVS.OB) -- http://www.afvsolutions.com/-- brokers hybrid  
electric, CNG and LPG buses manufactured in China.


AGILENT TECHNOLOGIES: Inks Merger Agreement with Velocity11
-----------------------------------------------------------
Agilent Technologies Inc. and Velocity11 have signed a
definitive agreement for Agilent to acquire Velocity11.   
Velocity11, privately held, is a leader in automated liquid
handling and laboratory robotics for the life science market.
Financial details were not disclosed.  The acquisition is
expected to be final in 30 to 60 days, subject to certain
closing conditions.

The acquisition will enable Agilent to offer a more
comprehensive suite of workflow solutions to its life science
customers in the pharmaceutical, biotech and academic research
markets.  Velocity11 designs, manufactures and markets robotic
solutions that range from standalone instrumentation to bench-
top automation solutions to large, multi-armed robotic systems.   
The company also develops world-class software to control the
robotics.  Velocity11's technology will strengthen Agilent's
offering of automated sample-preparation solutions across a
broad range of applications.

"Velocity11 is a market leader in lab automation with a solid
reputation for innovative technology, quality products and
superb customer service,"said Nick Roelofs, vice president of
Agilent's Life Science Systems and Solutions Unit.  "Together,
we can offer customers a comprehensive set of workflow solutions
with increased levels of automation, which can help speed drug
discovery and genetic research. When the acquisition is final,
customers will continue to experience the same personalized
customer service they've come to expect from Velocity11, with
the addition of Agilent's strong network of global service and
support."

"We are very excited to be joining Agilent and to have found a
company with such a complementary culture, product line,
commitment to customer satisfaction and vision for providing
complete automated workflow solutions,"said Rob Nail,
Velocity11's CEO.  "The ability to leverage Agilent's global
infrastructure and deep applications focus will allow us to
continue to improve the services we provide our customers,
innovate in new directions, and rapidly expand our reach
worldwide."

Agilent is offering jobs to substantially all of Velocity11's
approximately 150 employees worldwide.  Headquartered in Menlo
Park, California, Velocity11 has a second office in Melbourn,
Hertfordshire, U.K., with field sales and support offered
throughout the U.S. and western Europe.  The company was
established in 1999.

Velocity11 has been recognized as one of the fastest growing
companies in Silicon Valley and in North America.  In 2006,
Velocity11 was named to Deloitte's "Fastest Growing U.S. Tech
Company" list.

                        About Velocity11

Velocity11 -- http://www.velocity11.com/-- is a privately held  
company based in Menlo Park, Calif., and is focused on
pioneering automation technology solutions for life science
laboratories.  The company's customers comprise most of the
major pharmaceutical and biotechnology companies as well as
leading genome centers and academic institutions.  Combining
innovative engineering with high standards of quality and
customer service, Velocity11 designs and manufactures flexible
high-performance automation solutions for processes that are
transforming the industry.  Velocity11 is committed to providing
its customers with The Ultimate Automation Experience(tm).

Based in Santa Clara, California, Agilent Technologies Inc. (NYSE:
A) -- http://www.agilent.com/-- is a measurement company serving   
communications, electronics, life sciences and chemical analysis
industries.  The company's 19,000 employees serve customers in
more than 110 countries.

The company has operations in India, Argentina, Puerto Rico,
Bolivia, Paraguay, Venezuela, and Luxembourg, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2007,
Moody's Investors Service assigned a Ba1 rating to Agilent
Technologies, Inc.'s proposed offering of $500 million senior
notes due 2017 and affirmed its existing ratings and stable
outlook.


AINSWORTH LUMBER: Moody's Junks Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service downgraded Ainsworth Lumber Co. Ltd.'s
corporate family rating to Caa1 from B2.  At the same time, the
ratings on the senior unsecured notes were downgraded to Caa1 from
B2 and the rating on the secured term loan was downgraded to B2
from Ba3.

The downgrade reflects the company's deteriorating liquidity
position as poor market conditions for the company's principal
product, oriented strandboard, continue to hamper cash flow
generation.  The rating outlook remains negative.

OSB markets have been depressed for most of 2007 with year-to-date
North American OSB demand down 9%, as US housing starts are in the
midst of one of its most precipitous declines. During the current
US housing market downturn, OSB pricing have, on occasion, dropped
to below cash costs.

Near term improvements in the OSB market are not expected as three
new OSB plants are scheduled to come on-line in the coming months
and tighter home mortgage standards are further depressing housing
starts.  Ainsworth's cash flow generation is further challenged by
the strong Canadian dollar. The company has significantly reduced
capital expenditures and has taken other measures to preserve
cash, however, given the ongoing cash drain, and in the absence of
asset sales or additional funding, there is the possibility of
Ainsworth's liquidity being depleted within twelve months.  The
outlook remains negative as we expect pressure on liquidity and
debt measurements to continue over the near and intermediate term
as the company pursues additional sources of capital.

Downgrades:

Issuer: Ainsworth Lumber Co. Ltd.

   -- Probability of Default Rating, Downgraded to Caa1 from B2

   -- Corporate Family Rating, Downgraded to Caa1 from B2

   -- Senior Secured Bank Credit Facility, Downgraded to a
      range of 24 - LGD2 to B2 from a range of 23 - LGD2 to Ba3

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
      range of 56 - LGD4 to Caa1 from a range of 55 - LGD4 to
      B2

Ainsworth's ratings are influenced primarily by the extremely
volatile pricing of its core product - OSB, coupled with the
company's high debt level, constrained liquidity position, the
company's relatively modest size and its product line and
geographic concentration.  The rating also reflects the company's
aggressive financial policies and growth aspirations with little
history of paying down debt.  The company's good cash flow in
strong OSB pricing environments, coupled with the company's
competitive assets and good fiber access somewhat offset these
challenges.

Ainsworth Lumber Co., Ltd., headquartered in Vancouver, British
Columbia, Canada, is a publicly traded integrated producer of OSB
and specialty overlaid plywood.


ALAN BURNS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: Alan J. Burns
         Linda Burns
         511 Woodland Drive
         Danville, KY 40422-1772

Bankruptcy Case No.: 07-52208

Chapter 11 Petition Date: November 12, 2007

Court: Eastern District of Kentucky (Lexington)

Debtors' Counsel: Laura Day DelCotto, Esq.
                  Wise DelCotto PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179

Total Assets: $1,675,867

Total Debts:  $8,005,910

Debtors' list of its 19 Largest Unsecured Creditors:

   Entity                   Nature of Claim        Claim Amount
   ------                   ---------------        ------------
HNW, Inc.                   Personal Guaranty of     $1,357,795
4840 Waterside Drive        AJB Debt         
Lexington, KY 40513

Community Trust Bank Inc.   Personal Guaranty of     $1,200,000
P.O. Box 2947               AJB Debt
Pikeville, KY 41502

Jeffrey and Christy Baird   Personal Guaranty of       $801,659
P.O. Box 832                AJB Debt   
Danville, KY 40423

National City Bank          Personal Guaranty of       $550,000
101 South Fifth Street      AJB debt; co-maker
Louisville, KY 40202        of AJB debt

Central Kentucky Federal    Co-maker and personal      $480,000
Savings Bank                guaranty of AJB debt
340 West Main Street
Danville, KY 40422

US Bank, NA (fka Firstar    Personal Guaranty of       $231,442
Bank NA)                    AJB Debt

Kentucky Department         AJB 2005/06 unpaid          $82,300
of Revenue Legal Branch -   withholding taxes -
Bankruptcy Section          responsible officer
                            liability

National City Leasing Corp  Personal Guaranty of        $48,000

Fulcrum Corp. and           Personal Guaranty of        $43,000
Robert Hassur               AJB Debt

Fifth Third Bank            2007 Hyundai (NADA Blue     $33,499
                            Book Value)                ($22,255
                                                        secured)

GMAC                        2007 Escalade (NADA Blue    $54,427
                            Book Value)                (48,400
                                                        secured)

AFC Enterprises Inc         Personal Guaranty of        Unknown
                            AJB indebtedness

ARW, LLC                    Co-guarantor of AJB         Unknown
                            debt with Community Trust
                            Bank - Contribution Claims

Boyle County Public Schools  Boyle Co. Taxes            Unknown
                        
Boyle County Sheriff        Boyle County Property Tax   Unknown

Central Kentucky Federal    Personal guaranty of JAR    Unknown
Savings Bank                debt

City of Danville            Boyle Co. Taxes             Unknown
Department of Taxes

Farmers National Bank       Personal guaranty of Danarb Unknown
Danville                    and JAR debts      

                            Residence at 511 Woodland  $700,000
                            Place Danville, KY 40422   (270,000
                            Co-debtor - Crossroads      secured)

MidPop, LLC                 Personal guaranty of AJB    Unknown
                            debt                       ($35,500
                                                        secured)


ALLIANCE BANCORP: Sells Brisbane Property to TA Associates
----------------------------------------------------------
Alliance Bancorp sold off its property in Brisbane, California to
TA Associates Realty, Andrew C. Burr writes for CoStar News.

According to the news, the property is a 1983-year old, six-storey
office building with an area of 99,150-square-foot.

The purchase price was not disclosed, however Alliance bought the
property for $15 million in 2005, CoStar relates, citing an
information source.

Headquartered in Brisbane, California, Alliance Bancorp --
http://www.alliancebancorp.net/-- is a residential mortgage
lender.

Alliance Bancorp fka United Financial Mortgage Corp., on July 13,
2007, filed a voluntary chapter 7 petition with the U.S.
Bankruptcy Court for the District of Delaware.  Its parent
company, Alliance Mortgage Investments Inc., and another
affiliates, Alliance Bancorp Inc. of Oakbrook, Illinois, also
filed voluntary chapter 7 petitions.  

The company ceased operations as of July 13, 2007.


AMERICAN HOME: Can Access $35 Mil. of AHM Acquisition Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
American Home Mortgage Investment Corp. and its debtor-affiliates
authority, on an interim basis, to borrow $35,000,000 from the
$50,000,000 loan provided by AH Mortgage Acquisition Co. Inc.,
the purchaser of its loan servicing business, to fund its
servicing
operations, pending the final closing of the sale.

The key provisions of the credit facility are:

   -- The Facility is a senior secured limited recourse debtor-
      in-possession credit facility, comprised of a $50,000,000
      revolving credit facility, with an interim availability of
      $35,000,000;

   -- The maturity date is the earliest of:

           (i) the Final Closing Date; and

          (ii) the earlier date on which either:

             * all Loans will become due and payable; or

             * all Loans and all other Obligations for the
               payment of money will be paid in full and the
               Commitments and this Loan Agreement are
               terminated;

   -- Loans will bear interest at the Eurodollar Rate plus the
      applicable margin.  The Eurodollar Rate will be a periodic
      fixed rate equal to LIBOR plus the Applicable Margin of 3%;

   -- Upon the occurrence and during the continuance of any event
      of default, the Applicable Margin will increase by 2% per
      annum;

   -- Events of Default include:

           (i) failure to pay principal or interest;

          (ii) a default under other loan documents that remains
               unremedied for five days;

         (iii) false or misleading representations, warranties,
               or certifications;

          (iv) termination of any Loan Document;

           (v) any of the Debtors' Chapter 11 cases are converted
               to Chapter 7; and

          (vi) any of the Cases are dismissed and the dismissal
               order does not provide for termination of the
               commitments and full payment of the obligations of
               the Debtor Borrowers.

Pursuant to a Court-approved stipulation, the Debtors will no
longer be able to use their lenders' cash collateral in the event
of the initial closing of the sale of the Debtors' servicing
business.

The Court has previously authorized the Debtors, on a final
basis, to obtain $50,000,000 of postpetition financing from WLR
Recovery Fund III, L.P., the financing arm of WL Ross & Co. LLC.    
The availability of funds under the DIP Facility, however, is not
permitted to fund the operations of the Servicing Business, which
was recently approved to be sold to AHM Acquisition, an entity
sponsored by WL Ross & Co.

Pursuant to the asset purchase agreement between the Debtors and
AHM Acquisition, the sale will be closed in two steps -- (i) an  
initial or economic closing expected to occur mid-November 2007,
and (b) a final closing anticipated to occur by September 30,
2008.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that the APA provides that
from and after the initial closing, AHM Acquisition will fund
the obligations associated with the Servicing Business.  Hence,
the Sellers agreed to (i) grant AHM Acquisition, as of the
initial closing, a collateral of first priority lien on, and
security interest in, all of the purchased assets and the Sellers'
cash and cash equivalents and other proceeds received in
connection with the Servicing Business after the initial closing,
and (ii) promptly seek approval of the grant of that lien and
security interest pursuant to Section 364(c) of the Bankruptcy
Code.

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


AMERICAN HOME: Asks Court to Move Lease Decision Period to Mar. 3
-----------------------------------------------------------------
American Home Mortgage and Investment Corp. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend the time for them to assume or reject any
of the leases, subleases or other agreements, to which any of the
Debtors are a party that may be considered an unexpired lease of
nonresidential real property through and including March 3, 2008.

Since their bankruptcy filing, the Debtors have focused primarily
on
maximizing the value of the Debtors' bankruptcy estates for their
stakeholders through the orderly liquidation of their assets.  As
a result of the expedited and lengthy sale process of the
Debtors' loan servicing business and other matters the Debtors
faced during the initial stage of their bankruptcy cases, they
have not had ample opportunity to evaluate all of their remaining
real property leases, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, says.

As of November 8, 2007, the Debtors have assumed and assigned
approximately 40 unexpired leases of non-residential real
property related to the Debtors' loan origination business,
Mr. Patton discloses.  In addition, the Court has approved the
Debtors' request to extend the deadline for lease disposition for
unexpired leases related to the Servicing Business until March 3,
2008.

Mr. Patton contends that sought extension will not damage the
lessors beyond the compensation that is available to them under
the Bankruptcy Code because the Debtors had and will perform
their undisputed obligations in a timely fashion, including the
payment of postpetition rent.  He also notes that the Debtors
should not be forced at this relatively early stage of the
Chapter 11 cases to prematurely assume the Leases and incur
potentially significant and unnecessary administrative claims, or
to reject the Leases and lose the opportunity to obtain value for
those leases.

The Debtors submit that ample "cause" exists for the Court to
extend the assumption or rejection period.  They add that the
sought extension is without prejudice to the rights of the
Debtors to seek further extensions with the consent of the
counterparties to the Leases as contemplated by Section
365(d)(4)(B)(ii) of the Bankruptcy Code.

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


AMERICAN HOME: Wants Senior Managers Incentive Program Approved
---------------------------------------------------------------
American Home Mortgage and Investment Corp. and its debtor-
affiliates seek the U.S. Bankruptcy Court for the District of
Delaware's authority to pay incentive to certain members of
senior management, pursuant to Sections 105(a), 363(b)(1) and
503(c)(3) of the Bankruptcy Code.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that in August 2007, the
Debtors were forced to drastically reduce their workforce from
approximately 7,500 employees to 1,000 employees, who were
determined to be essential to wind-down the Debtors' business,
maintain the valuable loan servicing business and manage the
remaining businesses.

Since their bankruptcy filing, the Debtors' workforce has been
further depleted, resulting to members of the Debtors' senior
management, composed of 27 executives, senior vice presidents,
and vice presidents, having to maintain and motivate a workforce,
which
has forced to perform additional duties, like the duties
previously performed by former colleagues and additional tasks
associated with the Chapter 11 cases, Mr. Patton says.  He adds
that the Senior Management is being asked to conduct structured
sales of substantially all of the Debtors' assets within an
expedited time frame, including the sale of  the sale of the
servicing business, the American Home Bank, mortgage loans,
financial assets, real estate holdings, interests in reinsurance
companies, furniture, fixtures & equipment and the Rabbi trust.

To incentivize the Senior Management, the Debtors have developed
an executive incentive plan (EIP), which aligns the interests of
Senior Management with the interests of the Debtors'
stakeholders, Mr. Patton tells the Court.  He relates that the
EIP is the result of significant discussions and negotiations
with the Official Committee of Unsecured Creditors during the
past several months.  The amounts payable to the plan
participants, pursuant to the EIP, are contingent upon the
Debtors' successful and timely completion of certain asset sales
and the efficient management of an expedited wind-down of the
Debtors' business following the sales.

                  The Executive Incentive Plan

Mr. Patton explains that the EIP provides for contributions to a
plan pool, which will not be less than $3,650,000 nor more than
$9,000,000, based upon the achievement of objective measures of
the value obtained through:

   * asset sales;
   * management of the asset sales process;
   * minimization of wind-down costs; and
   * rapid confirmation of a plan of liquidation.

The contribution, if any, upon the consummation of an asset
sales, will be calculated based upon the extent to which the
proceeds remaining from the Asset Sales after payment of secured
debt and costs exceed certain threshold amounts:

   Net Proceeds                        Asset Sales Contribution
   ------------                        ------------------------
   less than $230,000,000                                  None

   $230,000,000 to $300,000,000                 1.5% of the Net
                                                       Proceeds

   $300,000,000 to $400,000,000              $1,050,000 + 2.25%
                                            of the Net Proceeds

   more than $400,000,000                       $3,300,000 + 3%
                                            of the Net Proceeds

Regardless of the actual Net Proceeds, the Asset Sales
Contribution will not exceed $5,000,000.

The Debtors desire to incentivize Senior Management to
efficiently and expeditiously close certain Asset Sales, hence,
cutting off the administrative drain while maximizing the value
of the Assets.  The Debtors will contribute into the Plan Pool
based upon the time it takes to consummate the sales of the
Servicing Business and the American Home Bank:

   Assets                       Target Date        Contribution
   ------                       -----------        ------------
   Servicing Business        October 31, 2007          $700,000
   American Home Bank        January 31, 2008           300,000
   American Home Bank       February 28, 2008           150,000
   American Home Bank        March 1 or later              None

The sale order of the Servicing Business, which was signed by the
Court on October 30, 2007, has satisfied the requirement of the
asset sales milestone.

The Debtors propose to make additional contribution to the Plan
Pool if the costs in winding down their business is minimized.  
The Wind-Down Costs consist of the Debtors' expenses during the
liquidation process, excluding (i) operating expenses of the
servicing operations, (ii) fees and expenses associated with the
Debtors' Chapter 11 cases, like professional fees, and (iii)
health insurance costs of the Debtors' employees.

   Wind-Down Costs                                 Contribution
   ------------                                    ------------
   exceeds $45,000,000                                     None

   less than $45,000,000             10% of the amount by which
                                        the Wind-Down Costs are
                                          less than $45,000,000

   less than $40,000,000                  $500,000 + 20% of the
                                            amount by which the
                                            Wind-Down Costs are
                                          less than $40,000,000

Regardless of the actual Wind-Down Costs, the Wind-Down Costs
Contributions will not exceed $2,000,000.

The Debtors will endeavor to conclude these cases as quickly as
possible to expedite distributions to creditors.  Hence, the
Debtors will also contribute to the Plan Pool if their cases will
be resolve within one year from their bankruptcy filing.  The
contribution associated with the expeditious completion of the
cases will be based upon the time it takes the Debtors to obtain
confirmation of a plan of liquidation.

      Target Date                           Contribution
      -----------                           ------------
      on or before June 6, 2008               $1,000,000

      after June 5, 2008, but prior              500,000
      to August 6, 2008

      later than August 6, 2008                     None

The Debtors submit that the EIP, which has a maximum aggregate
payout of $9,000,000, provides significant value at relatively
small cost to the bankruptcy estates.  In light of the value,
size, and complexity of the Debtors' business, and the issues
that have already arisen and will continue to arise in these
cases, the Debtors submit that the incentive amounts for the
Senior Management are reasonable and responsibly targeted, and
that the EIP's approval serves the best interests of the estates.

                      Additional EIP Terms

Mr. Patton says that Plan Participants are not eligible for
incentive payments if they resign voluntarily, or are terminated
for "cause."  As a condition precedent to receiving payments
under the EIP, Plan Participants are required to fully execute
and return to the Debtors a general release and waiver of claims.

Payments from the Minimum Plan Pool will be made according to
certain percentages, while payments in excess of the Minimum Plan
Pool will be made based upon subjective criteria determined by
Michael Strauss, the Debtors' chief executive officer, Steve
Cooper, the chief restructuring officer, and the compensation
committee of the Debtors' board of directors.

The Minimum Plan Pool payments will be made to Plan Participants
on January 31, 2008.  Every three months thereafter, each Plan
Participant will be paid his or her pro rata share of 50% of the
remaining estimated Plan Pool.  The final payments will be made
upon the completion of the claims reconciliation process.

The Debtors will implement an updated EIP for the period from
February 1, 2008, to July 31, 2008, for the benefit of those Plan
Participants to be employed by the Debtors for that period.

                 EIP's Confidential Information

Pursuant to Section 107(b) of the Bankruptcy Code and Rule 9018
of the Federal Rules of Bankruptcy Procedure, the Debtors further
seek the Court's permission to file under seal two of EIP's
exhibits, which contain the identity of the Plan Participants and
the proposed percentages of the Minimum Plan Pool payments.  They
also ask the Court to direct that the EIP Confidential Exhibits
remain under seal, confidential and not be made available to
anyone, except for the Court, the office of the U.S. Trustee,
counsel to the Creditors Committee, counsel to Bank of America,
N.A., and counsel to the DIP Lender, or others at the Debtors' or
Court's discretion.

Mr. Patton contends that good cause exists for the Court to grant
the relief requested because the Exhibits contain non-public
information, which is highly confidential.  He notes that
disclosure of the confidential information of the Exhibits may
create a competitive and unhealthy work environment.

Moreover, Mr. Patton points out that the critical employees are
necessary (i) for the closing of the Assets Sales, and (ii) to
assist the Debtors' professionals in resolving the issues in the
bankruptcy cases.  He argues that if the highly confidential
information is exposed, those in the Debtors' industry may use
those information to lure away highly-important employees at a
critical juncture in these cases by offering enhanced
compensation and bonuses.

                      About American Home

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


AMERICAN REPROGRAPHICS: S&P Holds 'BB' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating and
'1' recovery rating to Glendale, California-based American
Reprographics Co. LLC's proposed $350 million senior secured
credit facilities.  The issue rating is two notches above the
'BB' corporate credit rating, which was affirmed with a stable
outlook.  The recovery rating of '1' indicates an expectation for
very high (90% to 100%) recovery in the event of a payment
default.
     
The facilities consist of a $75 million revolving credit facility
and a $275 million term loan.  The credit facilities will be used
to repay existing debts and for general corporate purposes.
      
"The ratings on ARC reflect its exposure to the cyclical
commercial construction industry and its acquisitive track
record," said Standard & Poor's credit analyst Ariel Silverberg.  
These factors are tempered by its leadership position in
architecture, engineering, and construction reprographics, and its
intermediate financial risk profile.
     
ARC is the largest provider in the U.S. of outsourced
reprographics and related business services.  Operating in a
highly fragmented industry, the company has pursued an expansion
strategy that supports organic growth with acquisitions of much
smaller competitors.  In the first nine months of 2007, ARC
acquired eight companies for a total of about $92.9 million.  
Standard & Poor's expects the company to maintain an aggressive
strategy on acquisition and to fund such transactions in a manner
consistent with the current rating.
     
The company serves more than 140,000 customers through 294
digitally-connected branches in more than 210 cities in the U.S.,
six locations in Canada and one in Mexico.  Through its
acquisitions, ARC has established a national footprint that gives
it one of the leading positions in the potentially volatile AEC
reprographics industry.


AMERISOURCEBERGEN CORP: Earns $87.5 Mil. in Qtr. Ended Sept. 30
---------------------------------------------------------------
AmerisourceBergen Corporation reported its fiscal fourth quarter
ended Sept. 30, 2007.

The company reported a net income of $87.5 million over
$16.3 billion total revenues in the three months ended
Sept. 30, 2007, compared with a net income of $121.9 million over
$15.6 billion total revenues in same quarter last year.

The PharMerica Long-Term Care business, which the company spun-off
on July 31, 2007, is included in the fourth quarter and fiscal
year 2007 results from continuing operations.

                 Fiscal Fourth Quarter Highlights

   -- Operating revenue of $15.3 billion, up 4.5%;
   -- Cash flow from operations of $128 million; and
   -- $546 million of share repurchases.

                  Fiscal Year 2007 Highlights

   -- Record operating revenue of $61.7 billion, up 9%;

   -- Diluted earnings per share from continuing operations of
      $2.63, up 16%;

   -- Pharmaceutical Distribution Segment operating income     
      increase of 14%; operating margin of 1.20%, up 5 basis    
      points;

   -- Cash flow from operations of $1.2 billion, above
      expectations;

   -- $1.4 billion of share repurchases, above expectations;
      and

   -- Merchandise inventories were down 7% with a 9% operating
      revenue increase.

"We delivered outstanding performance for the 2007 fiscal year,
exceeding the diluted earnings per share expectations we
originally announced for the fiscal year last November, despite
the impact from the write-down of tetanus-diphtheria vaccine
inventory within the specialty business in the fourth fiscal
quarter," R. David Yost, AmerisourceBergen's President and Chief
Executive Officer, said.  "In the fourth quarter and the fiscal
year, performance of our traditional drug distribution business
was outstanding, driven by our ability to leverage our contracts
with branded manufacturers, drive generic sales, and lower our
expense ratios through our newly completed distribution network."

                      Consolidated Results

Consolidated operating income in the fiscal 2007 fourth quarter
decreased 7% to $181.0 million, due to a $28 million write-down to
market value of tetanus-diphtheria vaccine inventory in the
Pharmaceutical Distribution Segment, poor performance in the Other
Segment, and higher than normal bad debt expense.  These negative
impacts were partially offset by the net positive impact of $7.6
million from "facility consolidations, employee severance and
other," which included a gain of $10.4 million from a favorable
decision by an appeals court in an employment-related dispute with
a former Bergen Brunswig chief executive officer whose employment
was terminated long before the creation of AmerisourceBergen and
charges of $2.8 million primarily associated with the spin-off of
the company's PharMerica Long-Term Care business.  In the prior
year's fiscal fourth quarter, consolidated operating income was
negatively impacted by $7.8 million of "facility consolidations,
employee severance and other," offset by an $8.9 million gain from
the settlement of pharmaceutical manufacturer antitrust litigation
cases.  Consolidated operating income for fiscal year 2007 was
$820.3 million, up 10% over the previous fiscal year.

The effective tax rate for the fourth quarter of fiscal 2007 was
35.6%, down from 37.6% in the previous fiscal year's fourth
quarter primarily due to the favorable resolution of certain tax
matters.  The effective tax rate for fiscal year 2007 was 37.1%.  
Going forward, the Company expects the effective tax rate to be
between 37% and 38%.

A $24.6 million loss, net of tax, from discontinued operations in
the fourth quarter of fiscal 2007 resulted from an adverse
decision in litigation related to the contingent earn-out
provisions within the acquisition agreement for our former Bridge
Medical business, which the Company sold in fiscal 2005.

                         Balance Sheet

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $12.3 billion and total liabilities of $9.2 billion,
resulting in $3.0 billion stockholders' equity.

                    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.


AMMC VIII: Moody's Rates $20 Million Class E Notes at Ba2
---------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by AMMC VIII Limited:

   -- Aaa to the $337,500,000 Class A-1 Floating Rate Notes,
      Due 2022;

   -- Aa1 to the $37,500,000 Class A-2 Floating Rate Notes, Due
      2022;

   -- Aa2 to the $25,000,000 Class B Floating Rate Notes, Due
      2022;

   -- A2 to the $20,000,000 Class C Deferrable Floating Rate
      Notes, Due 2022;

   -- Baa2 to the $20,000,000 Class D Deferrable Floating Rate
      Notes, Due 2022; and

   -- Ba2 to the $20,000,000 Class E Deferrable Floating Rate
      Notes, Due 2022.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

American Money Management Corporation will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


AMR CORP: Fitch Holds Junk Rating on Senior Unsecured Debt
----------------------------------------------------------
Fitch Ratings affirmed the debt ratings of AMR Corp. and its
principal operating subsidiary American Airlines Inc., as:

AMR

   -- Issuer Default Rating at 'B-';
   -- Senior unsecured debt at 'CCC'/RR6';

American Airlines

   -- Issuer Default Rating at 'B-';
   -- Secured bank credit facility at 'BB-/RR1'.

The Rating Outlook for both AMR and American has been revised to
Positive from Stable.

The affirmation and Outlook revision reflect progress made by AMR
in directing free cash flow toward debt reduction throughout 2007,
as well as Fitch's expectation that the airline can de-lever its
balance sheet further-even in the face of record-high jet fuel
costs and a challenging U.S. economic outlook moving into 2008.  
Ratings capture the airline's highly leveraged balance sheet and
heavy fixed cash obligations, balanced against the substantial
reduction in debt and improvements in liquidity achieved over the
last two years.

AMR's intention to pre-pay about $545 million of aircraft-backed
debt in the fourth quarter appears to validate management's
commitment to focus on debt reduction as the first and best use of
free cash flow at a time when considerable uncertainty still
exists over AMR's cost profile and its capacity to grow profitably
in a very difficult airline industry operating environment.

Sustained improvements in passenger unit revenue over the last
several quarters, tied to solid air travel demand patterns and
constraints on industry capacity growth, have supported a surge in
AMR's free cash flow generation power.  This in turn has made
substantial debt reduction possible.  

Since year-end 2005, AMR's consolidated debt balance has declined
from $14.7 billion to $12 billion at Sept. 30, 2007, while lease-
adjusted leverage (capitalizing both aircraft and facilities rents
at 8x LTM expenses) has fallen from 9.8x at year-end 2005 to 5.7x
at Sept. 30.  With its heavy emphasis on strengthened liquidity
and $5.4 billion of unrestricted cash and investments, total net
balance sheet debt stood at $6.6 billion at the end of the third
quarter.

Besides spiking energy costs and mounting concerns over the
durability of healthy air travel demand and pricing patterns, AMR
faces significant cost pressures that could intensify over the
next several quarters if a new round of contracts with the Allied
Pilots Association and other unions pushes unit labor costs
significantly higher.  

The pilot union's call for substantial wage increases raises the
risk that rising pay and benefit levels could keep AMR's unit
costs at the high end of the legacy carrier group for an extended
period.  With longer-term deals in place at Northwest and Delta
following their bankruptcies, AMR could face a protracted cost
competitiveness challenge that may keep available seat mile
capacity and fleet growth in check for a number of years.

With crude oil prices surging to over $98 per barrel in early
November, AMR and the other U.S. airlines have been forced to look
for opportunities to recover higher fuel costs via fare hikes at a
time when marginal demand patterns may already be softening.  To
date, rising fares and strong revenue per available seat mile
gains have offset fuel cost pressure. Still, looking into 2008,
Fitch expects all U.S. carriers to experience some additional
margin pressure that could limit free cash flow generation and
constrain further debt reduction.

AMR has about 40% of fourth quarter jet fuel consumption hedged
with effective caps of approximately $69 per barrel of crude oil.  
This will offset some fuel cost pressure, but AMR management has
made it clear that additional fare hikes will be necessary to pass
on higher fuel costs to customers.  To date, the industry appears
to be adopting a disciplined capacity approach in response to fuel
cost pressure, and additional capacity reduction (especially in
domestic markets) may well follow over the next few weeks.

For AMR, the absence of new aircraft deliveries until 2009 will
keep capital spending low and allow continued debt reduction as
well as cash pension funding of $300 million -$400 million next
year.  Since unrestricted cash and investments now represent about
25% of LTM revenues (a healthy liquidity position even in the face
of material industry event risk), most if not all free cash flow
can be directed to the funding of debt maturities and pension
contributions in 2008.

Recent discussion of possible non-core asset spin-offs at AMR and
the other legacy carriers raises questions over the long-term
direction of core airline credit quality if cash-generating units
such as the AAdvantage loyalty program, American Eagle regional
airline unit, or the aircraft maintenance unit are ultimately
separated from American Airlines Inc.-where the bulk of AMR's
consolidated debt and fixed obligations reside.  Any asset
separation would presumably result in some margin erosion at the
core airline, making the direction of cash proceeds from any asset
sale toward debt reduction a credit-enhancing priority.

While the Positive Rating Outlook reflects Fitch's view that
further de-leveraging could drive an upgrade of AMR's IDR to 'B'
in the near term, further spikes in jet fuel costs and/or a
significant slowdown in the airline's RASM growth during 2008
could drive free cash flow lower and limit the potential for
further improvements in credit quality.


ANN-LEE CONSTRUCTION: Case Conversion Hearing Moved to December 12
------------------------------------------------------------------
The Honorable Jeffery A. Deller of the United Sates Bankruptcy
Court for the Western District of Pennsylvania continued the
hearing on Dec. 12, 2007, at 10:00 a.m., to consider approval
of Ann-Lee Construction and Supply Company Inc.'s request to
convert its Chapter 11 bankruptcy case into a Chapter 7
liquidation proceeding.

The hearing will be held at U.S. Steel Tower, 54th Floor, p02
Courtroom B in Pittsburgh.

As reported in the Troubled Company Reporter on Oct. 4, 2007,
the Debtor said they have incurred additional losses from Jan. 11,
2007, to Aug. 17, 2007, and as a result, it is unable to meet its
debts as they come due.

The Debtor further said that it was unable to file a viable
Chapter 11 plan and disclosure statement within the required time
set by the Court.  The Debtor's exclusive plan filing period
expired on Sept. 19, 2007.

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and
Supply Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226).  Michael J.
Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in
its restructuring efforts.  Kirk B. Burkley, Esq., at Bernstein
Law Firm PC, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $1 million
to $100 million.


ANSLEY PARK: Moody's Junks Ratings on Four Note Classes
-------------------------------------------------------
Moody's Investors Service downgraded five classes of notes issued
by Ansley Park ABS CDO Ltd., with three classes left on review for
further possible downgrade.  One additional class has been placed
on review for possible downgrade.  The notes affected by the
rating action are:

   -- $11,150,000 Class X Senior Secured Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $450,000,000 Class A-1 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aaa

      Current Rating: Baa1, on review for possible downgrade

   -- $98,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aaa

      Current Rating: Caa1, on review for possible downgrade

   -- $27,500,000 Class B Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa2

      Current Rating: Caa2, on review for possible downgrade

   -- $9,000,000 Class C Secured Floating Rate Deferrable Notes
      Due 2046

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ca

   -- $8,000,000 Class D Secured Floating Rate Deferrable Notes
      Due 2046

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Nov. 2, 2007 of an event of default caused by a failure of the
ratio, calculated by dividing the Net Outstanding Portfolio
Collateral Balance by the Aggregate Outstanding Amount of the
Class A Notes, to equal or exceed 100%, pursuant to Section
5.01(i) of the Indenture dated December 20, 2006.

Ansley Park ABS CDO Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to effect the calculation of
overcollateralization.  Thus, the ratio of Net Outstanding
Portfolio Collateral Balance divided by the Aggregate Outstanding
Amount of the Class A Notes, failed to meet the required level.

Upon an event of default in this transaction, a majority of the
controlling class is entitled to exercise certain remedies under
the indenture.  Liquidation of the underlying portfolio is one
possible remedy; however, it is not clear at this time whether the
controlling class will choose to exercise this option.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by the
controlling class.  Because of this uncertainty, the Class X,
Class A-1, Class A-2, and Class B Notes remain on review for
possible downgrade pending the receipt of definitive information.


ARCHSTONE-SMITH: S&P Retains 'BB-' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BBB+' rating on
the unsecured debt issued by Archstone-Smith Operating Trust.  
S&P's 'BB-' issuer credit and secured credit ratings on Archstone
are unchanged.  The withdrawal of the debt rating follows
Archstone's redemption of more than 90% of its $575 million 4%
exchangeable notes.  Remaining noteholders have the option to put
the notes back to the company through Nov. 30, 2007.
     
Before their redemption, the exchangeable notes represented
Archstone's remaining unsecured public debt obligations following
the company's recent go-private transaction.  S&P's current 'BB-'
rating on roughly $5.1 billion of secured bank debt is unchanged,
and S&P's outlook on the company remains stable.
     
These weaknesses, however, are partly offset by the good quality
and above-average historical operating performance of Archstone's
portfolio.


                        Rating Withdrawn

                 Archstone-Smith Operating Trust

                                       Rating
                                       ------
                                     To      From
                                     --      ----
     Exchangeable senior notes       NR      BBB+/Watch Neg

                   Other Ratings Outstanding

     Archstone-Smith Operating Trust   Rating
                                       ------
      Corporate credit                 BB-/Stable/--
      Secured credit facility          BB- (Recovery rating 4)


ARES XII: Moody's Assigns Ba2 Rating on $35 Mil. Class E Notes
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Ares XII CLO Ltd.:

   -- Aaa to the $479,500,000 Class A Floating Rate Notes Due
      2020;

   -- Aa2 to the $52,500,000 Class B Floating Rate Notes Due  
      2020;

   -- A2 to the $42,000,000 Class C Floating Rate Deferrable
      Notes Due 2020;

   -- Baa2 to the $35,000,000 Class D Floating Rate Deferrable
      Notes Due 2020; and

   -- Ba2 to the $35,000,000 Class E Floating Rate Deferrable
      Notes Due 2020

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Loans, High Yield
Bonds, Structured Finance Securities, Senior Secured Floating Rate
Notes and Synthetic Securities due to defaults, the transaction's
legal structure and the characteristics of the underlying assets.

Ares CLO Management XII L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


ARVINMERITOR INC: Declares $0.10 Quarterly Dividend
---------------------------------------------------
The ArvinMeritor Inc. Board of Directors, at a meeting held on
Nov. 13, 2007, at its corporate headquarters in Troy, Mich.,
declared a quarterly dividend of $0.10 per share on the common
stock of ArvinMeritor, payable Dec. 10, 2007, to holders of record
at the close of business on Nov. 26, 2007.

The company also disclosed Wednesday that its annual shareowners'
meeting will be held on Jan. 25, 2008, at 9 a.m. EST, at its Troy,
Mich. headquarters.  Shareowners of record at the close of
business on Nov. 23, 3007, will be entitled to notice of, and to
vote, at the annual meeting.

                        About Arvinmeritor

Headquartered in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,      
modules and components to the motor vehicle industry.  The company
serves commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Fitch Ratings downgraded its ratings on ArvinMeritor Inc.
including Issuer Default Rating to 'BB-' from 'BB'; Senior secured
revolver to 'BB' from 'BB+'; and Senior unsecured notes to 'B+'
from 'BB-'.  The rating outlook is negative.

Standard & Poor's Ratings Services lowered its corporate credit
rating and related ratings on ArvinMeritor Inc. to 'B+' from
'BB-'.  The outlook is negative.  
      
Moody's Investors Service downgraded ArvinMeritor's Corporate
Family Rating to B1 from Ba3 and maintained the outlook at stable.  
Moody's also lowered its ratings on the company's secured bank
obligations (to Ba1, LGD-1, 8% from Baa3, LGD-2, 13%) and
unsecured notes (to B2, LGD-4, 63% from B1, LGD-4, 63%).  The
Probability of Default is changed to B1 from Ba3, while the
company's Speculative Grade Liquidity rating remains SGL-2.  The
outlook is stable.


ARVINMERITOR INC: Posts $62 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
ArvinMeritor Inc. reported Wednesday financial results for its
full fiscal year and fourth quarter ended Sept. 30, 2007.

The company reported a net loss of $62 million for the fourth
quarter ended Sept. 30, 2007, compared with a net loss of
$274 million for the same period in fiscal year 2006.

For the fourth quarter of fiscal year 2007, ArvinMeritor posted
sales of $1.6 billion, flat over the same period last year.  Sales
reflect the continued downturn in Class 8 North American truck
sales offset by stronger volumes in other regions.

Operating income in the fourth quarter of 2007, before special
items, was $8 million, compared to operating income, before
special items, of $56 million in the prior year's fourth quarter.

Loss from continuing operations during the fourth quarter of
fiscal year 2007, before special items, was $4 million, compared
to income from continuing operations, before special items, of
$29 million a year ago.  Fourth-quarter results reflect reduced
North American volumes and significant premium costs associated
with record European volumes.

Special items included costs associated with supplier
reorganizations, restructuring expenses and certain non-recurring
tax charges.  

For the fourth quarter of 2007, ArvinMeritor reported positive
free cash flow of $178 million.

"Despite the solid progress we are making in implementing our
strategic initiatives, our results this quarter were negatively
impacted by weaker than anticipated North American truck
production and the continuing capacity challenges in our European
truck operations," said chairman, chief executive officer and
president Chip McClure.  "Going forward, we believe European
capacity issues will be less severe due to actions we are taking
to implement lean manufacturing improvements and bring new
suppliers into the pipeline.

"Following this period of extended softness in the North American
truck market, we expect to see a rebound as the industry gradually
returns in 2008.  In Europe, we look forward to continued strong
sales volumes, and in Asia and South America, we expect volumes to
grow significantly."

Sales from continuing operations for fiscal year 2007 were
$6.4 billion, up $34 million, compared to fiscal year 2006.
   
On a GAAP basis, net loss was $219 million, compared to a net loss
of $175 million in fiscal tear 2006.  Loss from continuing
operations was $30 million, compared to income from continuing
operations of $112 million in fiscal year 2006.

Net debt was reduced by $146 million during the fiscal year
despite negative free cash flow of $113 million.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4.789 billion in total assets, $4.181 billion in total
liabilities, $65 million in minority interests, and $543 million
in shareowners' equity.

                        About Arvinmeritor

Headquartered in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,      
modules and components to the motor vehicle industry.  The company
serves commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Fitch Ratings downgraded its ratings on ArvinMeritor Inc.
including Issuer Default Rating to 'BB-' from 'BB'; Senior secured
revolver to 'BB' from 'BB+'; and Senior unsecured notes to 'B+'
from 'BB-'.  The rating outlook is negative.

Standard & Poor's Ratings Services lowered its corporate credit
rating and related ratings on ArvinMeritor Inc. to 'B+' from
'BB-'.  The outlook is negative.  
      
Moody's Investors Service downgraded ArvinMeritor's Corporate
Family Rating to B1 from Ba3 and maintained the outlook at stable.  
Moody's also lowered its ratings on the company's secured bank
obligations (to Ba1, LGD-1, 8% from Baa3, LGD-2, 13%) and
unsecured notes (to B2, LGD-4, 63% from B1, LGD-4, 63%).  The
Probability of Default is changed to B1 from Ba3, while the
company's Speculative Grade Liquidity rating remains SGL-2.  The
outlook is stable.


ATARI INC: Streamlines Operations, Establishes Business Plan
------------------------------------------------------------
Atari Inc. will re-focus its operations on publishing and
distribution in North America, completing its withdrawal from the
production business.  Atari has licensed its Test Drive franchise
to Infogrames Entertainment, S.A. under an agreement which
includes a $5 million advance royalty.

                    Restructuring Initiative

Atari has determined to focus its resources on the publishing and
distribution segments of the rapidly growing video game business.  
The company's operations will involve title acquisition, sales and
marketing, and physical distribution of products from IESA, its
51% shareholder, and other selected partners.

In line with that goal, Atari has agreed in principle with IESA to
terminate its Production Services Agreement in the near future.  
As a result, Atari will no longer provide production and quality
assurances services to IESA.  Rather, Atari plans to transfer
certain employees and contract other staff on a project basis for
a limited period of time.

As part of the company restructuring, Atari, Inc. will reduce its
current workforce in order to re-align the company's cost
structure with its on-going business base.

                 Test Drive Licensing Agreement

Test Drive Unlimited, an award-winning product in 2006, together
with the entire Test Drive franchise has been licensed to IESA
under a 6-year agreement that provides for a $5 million advance
royalty.  Test Drive Unlimited, an award-winning product in 2006,
together with the entire Test Drive franchise has been licensed to
IESA under a 6-year agreement that provides for a $5 million
advance royalty.  The agreement allows IESA, whose Eden Studios
originally developed Test Drive Unlimited for Atari, to develop
and market at least two new releases of the franchise during the
life of the license.  It is anticipated that the deal, signed on
Nov. 8, 2007, will assure the continued vitality of the franchise
and will strengthen the relationship between Atari and its parent
company while providing an important element in the on-going
financial restructuring of Atari.

"Atari continues to take important steps to streamline operations
and establish a winning business plan," Curtis G. Solsvig III,
Atari's Chief Restructuring Officer, commented.  "We expect that
the actions we are undertaking today will position us for the
future as a preferred business and distribution partner."

                     BlueBay Credit Facility

As reported in the Troubled Company Reporter on Oct. 26, 2007,
Atari recently signed a deal with BlueBay High Yield Investments
(Luxembourg) S.A.R.L for financial support in the form of a $10
million credit facility as part of its overall financial
restructuring. Blue Bay owns in excess of 20% of IESA's stock.

                         About Atari Inc.

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) -
http://www.atari.com/ -- develops interactive games for all   
platforms and is a third-party publisher of interactive
entertainment software in the U.S.  Atari Inc. is a majority-owned
subsidiary of France-based Infogrames Entertainment SA, an
interactive games publisher in Europe.

Atari Inc.'s consolidated balance sheet at June 30, 2007, showed
$35.0 million in total assets and $43.6 million in total
liabilities, resulting in an $8.6 million in total shareholders'
deficit.

                       Going Concern Doubt

New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.


BABBY-HENKEL: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Babby-Henkel Building Specialties, Inc.
        P.O. BoX 40997
        Tucson, AZ 85717

Bankruptcy Case No.: 07-02261

Type of Business: The Debtor is drywall/insulating contractor.

Chapter 11 Petition Date: November 11, 2007

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks P.C.
                  110 South Church Avenue
                  Suite 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
BHM Investment Company           Lease $3,060            $3,060
c/o Margaret Babby               Monthly
P.O. Box 12970
Tucson, AZ 85732

Southwest Carpenters Trusts      Benefits               Unknown
533 South Fremont Avenue         Contributions
Los Angeles, CA 90071


BAKER & TAYLOR: Moody's Changes Outlook to Negative from Stable
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Baker &
Taylor Acquisitions Corp. to negative from stable.  In addition,
Moody's affirmed the company's existing ratings except its
probability of default rating which was changed to B2 from B1.

The change in the rating outlook to negative reflects the
company's weaker than expected operating profits for the fiscal
year ended June 30, 2007 which resulted in deterioration in credit
metrics, particularly EBIT/Interest Expense which fell to 0.7x.  
The negative outlook also reflects Moody's expectation that
interest coverage will remain weak over the next twelve months
until the full effect of the company's shift in focus toward
margin improvements is fully evidenced.

The company's operating profits during fiscal 2007 were
constrained by the company's focus on driving top line sales at
the expense of margins as well as by the acquisition of Advance
Marketing Services (which generated negative profitability). While
the company's first quarter ended Sept. 30, 2007 results showed
signs of improvement in profitability, credit metrics still
remained weak and continued to be below Moody's original
expectations, notably EBIT/IE was 1.0x for the LTM period ended
Sept. 30, 2007.

These ratings are affirmed:

   -- Corporate family rating of B2,

   -- $165 million senior secured second lien notes of B2
      (LGD3; 45%).

This rating is changed:

   -- Probability of default rating to B2 from B1.

The B2 corporate family rating is primarily driven by the
company's weak credit metrics, aggressive financial policies,
including a history of leverage buy outs and debt financed
acquisitions, and its sizable customer concentration.  The rating
is also constrained by the company's weak operating profit as a
result of its recent focus at growing market share and top line
sales at the expense of profitability.  These factors constrain
the rating category despite the company's numerous strong
qualitative factors and its adequate liquidity. Baker & Taylor's
sizable market share and efficient distribution network are more
indicative of an investment grade company.  Also lending support
to the rating category is the company's moderate scale, geographic
and segmental diversification, and it high level of organic
revenue growth.

The rating outlook is negative.  The negative outlook reflects the
modest downward rating pressure that the company's fiscal year-end
2007 soft performance has placed on the rating category.  It also
reflects that the company's current level of EBIT/Interest Expense
at 1x is weak for the B2 rating level.

The change in the probability of default rating to B2 is as a
result of modifying the approach taken in Baker & Taylor's
estimated expected family recovery rate to the mean level family-
level LGD from an enterprise valuation approach.

Baker & Taylor Acquisitions Corp. is a holding company whose sole
asset is Baker & Taylor Corporation.  Baker & Taylor Corporation,
headquartered in Charlotte, North Carolina, is a leading domestic
and international distributor of books and entertainment products
to libraries and retailers.  It is wholly owned by Castle Harlan
and management.


BANC OF AMERICA: Fitch Holds BB+ Rating on Class M-MC Certs.
------------------------------------------------------------
Fitch Ratings upgraded class C of Banc of America Large Loan Inc.,
series 2006-BIX1, as:

   -- $43.2 million class C to 'AAA' from 'AA+'.

In addition, Fitch affirmed these:

   -- $68.3 million class A-1 at 'AAA';
   -- $223.5 million class A-2 at 'AAA';
   -- Interest-only class X-1A at 'AAA';
   -- Interest-only class X-1B at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- Interest-only class X-3 at 'AAA';
   -- Interest-only class X-4 at 'AAA';
   -- Interest-only class X-5 at 'AAA';
   -- $15 million class B at 'AAA';
   -- $42.4 million class D at 'AA';
   -- $28.3 million class E at 'AA-';
   -- $28.3 million class F at 'A+';
   -- $28.3 million class G at 'A';
   -- $28.3 million class H at 'A-';
   -- $11.3 million class J at 'BBB+';
   -- $11.8 million class K at 'BBB';
   -- $18.9 million class L at 'BBB-';
   -- $4.3 million class J-CP at 'BBB+';
   -- $6.4 million class K-CP at 'BBB';
   -- $12.5 million class L-CP at 'BBB-';
   -- $1.4 million class J-CA at 'BBB+';
   -- $0.9 million class K-CA at 'BBB';
   -- $1.1 million class L-CA at 'BBB-;
   -- $2 million class M-MC at 'BB+';

Class L-SC has been paid in full.

The rating upgrade is the result of increased credit enhancement
levels due to payoff of three loans, partial prepayments and
scheduled amortization.  As of the October 2007 distribution date,
the pool's aggregate certificate balance has decreased 52.4% to
547.5 million from $1,149.6 million at issuance.

To date, four loans have paid off: the Lee's Summit loan, the
Wyvernwood loan, the Sterling Court loan, and the Quality Hotel
Times Square loan.  43 office properties were sold in the
CarrAmerica Pool 3 and CarrAmerica Pool 2 loans and two in JER
Denver Office Portfolio, reducing the balance of the loans.

There are fourteen loans remaining in the pool.  All pooled senior
participations included in the trust have investment-grade shadow
ratings.  The non-pooled senior participation interests of three
loans in the trust, CarrAmerica Pool 3, CarrAmerica Pool 2, and
Midtown Center, are structured as stand-alone raked classes.

The Greece Ridge Center loan matured in November 2007 and the
borrower has exercised his first one-year extension option.  The
Holiday Hilton Head loan matures in December 2007 and is also
expected to extend.  All the remaining loans in the pool are
scheduled to mature in 2008.


BEAR STEARNS: Fitch Holds BB+ Rating on Class L Certificates
------------------------------------------------------------
Fitch Ratings upgrades these class of Bear Stearns commercial
mortgage pass-through certificate, series 2004-BBA3:

   -- $7.5 million class H to 'AAA' from 'A'.

Fitch downgrades and removes from Rating Watch Negative this
class:

   -- $15.5 million class K to 'BBB-' from 'BBB'.

Additionally, these classes are affirmed:

   -- Interest-only class X-1B at 'AAA';
   -- $12.5 million class J at 'BBB+';
   -- $18.7 million class L at 'BB+'.

Classes A-1A, A-1B, A-2, X-2, X-3, X-4, X-5, B, X-1A, C, D, E, F,
G, E-ST, F-ST, G-ST, H-ST, J-ST, K-ST, L-ST and M-ST have paid in
full.

The upgrade is due to 27.4% paydown since the last rating action.  
The transaction has paid down by 96.4% since issuance. The
downgrade and removal from Rating Watch Negative are due to
continued deterioration in performance of both of the remaining
loans: Riverside Center (52.1%), Sheffield Office Park (47.9%).

The $28.2 million Riverside Center loan is secured by a 633,503
square foot retail shopping center located in Utica, NY that is
anchored by Wal-Mart, Lowe's, and BJ's Wholesale Club.  The mall
was 80.1% occupied in August 2007 compared to 91.4% at issuance.  
As of June 30, 2007, Fitch's annualized stressed debt service
coverage ratio on net cash flow for the senior note was 1.21x
compared to 1.57x at issuance.  While there are prospects for the
mall's vacant space, no new leases have been signed since the last
rating action.

The $26 million Sheffield Office Park loan is secured by a 514,438
sf, three-building office property located in Troy, Michigan.  The
largest tenant plans to exercise its option to vacate a portion of
its space before the end of 2007, four years before the lease
expires in October 2011 (the tenant will pay a lease cancellation
fee).  Fitch stressed the leasing costs at issuance, and the
master servicer has instituted a cash trap which funds a leasing
reserve.  As of Sept. 30, 2007, Fitch's annualized stressed DSCR
on NCF for the senior note has declined to 1.46x from 1.61x at
issuance.  Occupancy has been stable.  As of Sept. 30, 2007, the
buildings were 77.8% occupied compared to 79.7% at issuance.  
Fitch is concerned about softening in the Troy office market and
uncertainty regarding leasing prospects at the property.

The debt service coverage ratios for the loans are calculated
based on a Fitch adjusted net cash flow and a stressed debt
service based on the current loan balances and a hypothetical
mortgage constant.


CARIBE MEDIA: S&P Puts 'B' Ratings Under Positive CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and 'B' senior secured debt rating on Caribe Media, Inc. on
CreditWatch with positive implications.
      
"At the same time, we withdrew our ratings, including the
corporate credit ratings, on ACS Media, LLC, and CBD Media
Holdings, LLC, as well as our subordinated debt rating on CBD
Media LLC, following the repayment of rated corporate debt," said
Standard & Poor's credit analyst Ariel Silverberg.  
     
The CreditWatch listing reflects a reassessment of Caribe's
business profile.  In resolving the CreditWatch listing, S&P will
consider management's intermediate term operational and financial
strategies.  If an upgrade to the corporate credit rating is the
outcome of S&P's review, S&P expect that it would be limited to
one notch.


CELL THERAPEUTICS: Sept. 30 Balance Sheet Upside-Down by 119.3MM
----------------------------------------------------------------
Cell Therapeutics Inc. reported last week financial results for
the quarter and nine months ended Sept. 30, 2007.

Cell Therapeutics Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $84.9 million in total assets, $180.8 million in
total liabilities, and 149,000 in minority interest in subsidiary,
resulting in a $119.3 million total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $48.4 million in total current
assets available to pay $82.3 million in total current
liabilities.

The company reported a net loss of $48.5 on revenues of $20,000  
for the third quarter ended Sept. 30, 2007, compared with a net
loss of $27.8 million on revenues of $20,000 in the same period in
2006.

As a result of the acquisition of Systems Medicine Inc. during the
quarter, the net loss for the quarter and the nine months ended
Sept. 30, 2007, included a non-cash acquired in-process research
and development charge of $21.3 million allocated to the purchase
of SM.  Excluding this in-process research and development charge,
operating expenses increased modestly primarily as a result of
manufacturing activity in preparation for submission of a
marketing application for XYOTAX(TM) in Europe as well as costs
related to initiating the phase III clinical trials, PGT307 and
PIX303, for XYOTAX and pixantrone, respectively.  

For the nine months ended Sept. 30, 2007, CTI posted a net loss  
of $100.5 million on revenues of $60,000 compared to a net loss of
$100.2 million on revenues of $60,000 for the same period in 2006.  
The company ended the quarter with $38.3 million in cash and cash
equivalents, securities available-for-sale, and interest
receivable before taking into account $4.5 million in VAT
receivables.

"Our acquisition of Systems Medicine Inc. and our proposed
acquisition of ZEVALIN, coupled with progress on advancing XYOTAX
toward a first half 2008 marketing application submission and
positioning pixantrone for its phase III EXTEND data release by
mid-2008 provides CTI with multiple shots at moving closer to our
goal of breaking even," said James A. Bianco, M.D., president and
chief executive officer of CTI.  "We expect exciting new
randomized clinical trial data on ZEVALIN to be reported on first-
line therapy in follicular NHL at upcoming clinical meetings
providing the possibility of expanding its label in 2008 --
potentially making 2008 a pivotal year for CTI and its
shareholders."

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?2545

                 Proposed Acquisition of ZEVALIN

CTI also disclosed that it has entered into an agreement to
acquire ZEVALIN from Biogen Idec Inc.  Completion of that
acquisition is subject to certain closing conditions, including
obtaining third party consents.  CTI expects to complete the
acquisition in the fourth quarter of 2007, at which time CTI will
acquire the rights to develop, market and sell ZEVALIN in the
United States.

ZEVALIN(R) is a form of cancer therapy called radioimmunotherapy
and is indicated for the treatment of patients with relapsed or
refractory low-grade or follicular B-cell NHL, including patients
with Rituximab-refractory NHL.  It was approved by the FDA in
February of 2002 as the first radioimmunotherapeutic agent for the
treatment of NHL.

                 Acquisition of Systems Medicine

In July 2007, CTI acquired Systems Medicine, a privately held
oncology company, in a stock-for-stock merger.  SM applies a
systems biology approach to drug development, combining
pharmacogenomics and bioinformatics with experienced preclinical,
clinical, and regulatory expertise to find and exploit a specific
cancer's context of vulnerability.  Specifically, SM defines the
molecular and genetic alterations that cause cancer cells to be
particularly sensitive to a drug or combination of drugs-the
context of vulnerability.

                     About Cell Therapeutics

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --
http://cticseattle.com/ -- is a biopharmaceutical company   
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.


CITIGROUP: Moody's Holds Low-B Ratings on Three Cert. Classes
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 14 classes of Citigroup Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-EMG as:

   -- Class A-1, $50,877,258, affirmed at Aaa
   -- Class A-2, $115,939,000, affirmed at Aaa
   -- Class A-3, $42,513,000, affirmed at Aaa
   -- Class A-4, $199,016,000, affirmed at Aaa
   -- Class A-J, $46,036,000, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $7,222,000, upgraded to Aa1 from Aa2
   -- Class C, $2,708,000, upgraded to Aa2 from Aa3
   -- Class D, $5,416,000, affirmed at A2
   -- Class E, $1,805,000, affirmed at A3
   -- Class F, $3,611,000, affirmed at Baa1
   -- Class G, $1,805,000, affirmed at Baa2
   -- Class H, $3,611,000, affirmed at Baa3
   -- Class J, $8,124,000, affirmed at Ba1
   -- Class K, $2,708,000, affirmed at Ba2
   -- Class L, $1,806,000, affirmed at Ba3

As of the Oct. 22, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 31.5% to
$495 million from $722.1 million at securitization.  The
certificates are collateralized by 197 seasoned loans, ranging in
size from less than 1% to 6% of the pool, with the top 10 loans
representing 29.1% of the pool.  The pool includes seven shadow
rated investment grade loans, which represent 23.4% of the
outstanding balance.

One loan has been liquidated from the pool resulting in a realized
loss of about $20,000.  Currently there are no loans in special
servicing.  Fifteen loans, representing 5.9% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full-year 2006 operating results for
89.2% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 43.4%, compared to 46.2% at Moody's
last full review in September 2006 and compared to 47.2% at
securitization.  Moody's is upgrading Classes B and C due to
increased credit support and stable overall pool performance.

The top three shadow rated loans represent 13% of the pool.  The
largest shadow rated loan is the 240 Central Park South Loan
($30 million -- 6.1%), which is secured by a 304-unit apartment
complex located in New York City.  The property is 91.0% occupied,
the same as last review.  Property performance has been impacted
by increased operating expenses.  The loan matures in October 2012
and is interest only for its entire term.  Moody's current shadow
rating is Baa3, compared to Baa2 at last review.

The second largest shadow rated loan is the 52 Vanderbilt Avenue
Loan ($17.5 million - 3.5%), which is secured by a 184,000 square
foot Class B office/retail building located in midtown Manhattan,
New York City.  The property was 96.2% leased as of February 2007,
compared to 86.8% at securitization.  Performance has improved due
to increased rents and loan amortization.  Moody's current shadow
rating is Baa2, compared to Baa3 at last review.

The third largest shadow rated loan is the 17-19 West 34th Street
Loan ($17 million - 3.4%), which is secured by a 224,000 square
foot Class B office/retail building located in midtown Manhattan,
New York City.  The property was 97.7% occupied as of December
2006, compared to 94.5% at last review.  The loan matures in July
2010 and is interest only for its entire term.  Moody's current
shadow rating is Aaa, the same as at last review.

The remaining four shadow rated loans represent 10.4% of the pool.  
Moody's affirms the shadow ratings of the following three loans --
50 East 42nd Street ($15 million; 3%) - affirmed at Aa3; 1001
Central Park Avenue ($14 million; 2.8%) - affirmed at Aa2; and 295
Park Avenue South ($10.4 million; 2.1%) - affirmed at Aaa.  
Moody's is upgrading the shadow rating of the 6 West 32nd Street
Loan ($12.2 million; 2.5%) to Baa1 from Baa2.


CLECO EVANGELINE: Moody's Lifts Rating on Senior Notes to Ba1
-------------------------------------------------------------
Moody's Investors Service upgraded to Ba1 from Ba2 the rating of
Cleco Evangeline LLC's 8.82% senior secured notes due 2019. The
action concludes the review for possible upgrade that was
initiated on May 22, 2007.  The rating outlook is stable.

The upgrade reflects substantial improvement in counterparty
credit quality at Evangeline following Williams Companies Inc.'s
(Williams: Ba2 senior unsecured; under review for upgrade)
assignment of its tolling agreement with Evangeline to Bear Energy
LP, a subsidiary of Bear Stearns Companies.  Bear Energy's
obligation to make payments to Evangeline under the tolling
agreement is unconditionally guaranteed by Bear Stearns (A1:
senior unsecured debt; stable outlook).

However, the upgrade factors in Evangeline's sizeable increase in
major maintenance costs in 2006 due to higher dispatch levels by
the tolling counterparty.  Over the next several years, major
maintenance costs are expected to remain at elevated levels
resulting in debt service coverage ratios between 1.30x to 1.40x.

Furthermore, Moody's expects Evangeline's recent forced outage to
pressure cash flows in the near term since bonus payments under
the tolling agreements are linked to availability targets.

The stable outlook reflects Moody's expectation that Evangeline's
dispatch profile will not materially change and that Evangeline
will be able to manage the higher major maintenance costs over the
intermediate term such that the project is able to achieve debt
service coverage ratios of at least 1.30x on a sustainable basis.  
The outlook also incorporates Moody's view that Evangeline's near
term operations will improve to reflect its historically solid
performance.

Located in St. Landry, Evangeline Parish, Louisiana, Evangeline is
a 785 MW natural gas fired generating station.  Evangeline is
owned 100% by Cleco Corporation (Baa3 senior unsecured; stable
outlook), an electric utility and energy company headquartered in
Pineville, Louisiana.


COLUMBUSNOVA CLO: Moody's Rates $11.25MM Class E Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by ColumbusNova CLO IV Ltd. 2007-II:

   -- Aaa to the $300,250,000 Class A-1 Senior Notes Due 2021;

   -- Aaa to the $27,000,000 Class A-2 Senior Notes Due 2021;

   -- Aa2 to the $26,250,000 Class B Senior Notes Due 2021;

   -- A2 to the $25,000,000 Class C Deferrable Mezzanine Notes
      Due 2021;

   -- Baa2 to the $14,000,000 Class D Deferrable Mezzanine
      Notes Due 2021; and

   -- Ba2 to the $11,250,000 Class E Deferrable Junior Notes
      Due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans,
Second Lien Loans and Senior Unsecured Loans due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Columbus Nova Credit Investments Management LLC will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


COREL CORP: S&P Holds 'B' Rating and Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ottawa-
based packaged software provider Corel Corp. to stable from
positive.  At the same time, S&P affirmed the ratings, including
the 'B' long-term corporate credit rating, on the company.  At
Aug. 31, 2007, Corel had $169 million of debt outstanding.
     
"The outlook revision reflects the company's weaker-than-expected
operating performance for the nine months ended Aug. 31, 2007, and
limited visibility that it can meaningfully improve its operating
cash flows in the next 12 months despite several product releases
under way," said Standard & Poor's credit analyst Madhav Hari.  
Specifically, in the nine months ended Aug. 31, 2007, Corel
reported a mid-single-digit decline in organic revenues with weak
performance at both high-margin Corel on a stand-alone basis (67%
of pro forma revenues; negative 3.7% year-over-year) and
InterVideo Inc. (33% of revenues; high single-digit year-over-year
decline).  "Nevertheless, discretionary free cash flow generation,
while below our expectations of $40 million for fiscal 2007,
remains substantive and offers solid support for the ratings," Mr.
Hari added.
     
The ratings on Corel reflect its weak market position within the
highly competitive packaged software industry, weak pricing power,
a limited track record of profitability, and the short life span
of such products in general.  The ratings also reflect an
aggressive financial policy given Corel's desire to continue
seeking additional debt-financed acquisitions in the medium term.  
These factors are partially offset by Corel's brand recognition as
a viable alternative to globally dominant packaged software
offerings; a large and diverse installed base; improving product,
geographic, and distribution diversification from recent
acquisitions; and a meaningful proportion of recurring revenues
from original equipment manufacturers' sales, upgrades, and
maintenance contracts.
     
The stable outlook reflects S&P's view that Corel will be able to
modestly increase its revenues and continue to generate meaningful
free operating cash flow in the near term.  S&P don't expect the
company to significantly reduce its debt because discretionary
cash flows will be used to fund acquisitions.  Should new product
releases and improved execution improve revenues, profitability,
and free cash flow, we could revise the outlook to positive.  
Conversely, if revenue growth weakens further and profitability
stalls because of competitive forces, pricing pressures, or
shifting customer purchasing behavior, S&P could revise the
outlook to negative.


CREDIT SUISSE: Low Credit Levels Cue Moody's to Lower Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded twelve certificates and
placed under review for possible downgrade one certificate from
seven Credit Suisse First Boston deals issued in 2002 and 2003.

CSFB Mortgage-Backed Pass-Through Certificates, Series 2002-5,
2002-18, and 2003-AR26 are transactions backed by Alternative-A
mortgage loans.  Series 2003-4, Series 2002-HE4, and 2002-HE16
issued by CSFB Mortgage Securities Corp. and CSFB Mortgage
Acceptance Corp., Series 2002-HE4 are backed by fixed and
adjustable rate first-lien subprime mortgage loans.  All loans
were originated or acquired by CSFB.

These rating actions have been taken because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  These pools of mortgages have seen high
loss severities in recent months and future losses could cause a
more significant erosion of the overcollateralization in some
cases.  The pool factors on all the affected groups within these
transactions are under 10% as of the
Oct. 25, 2007, reporting date.

Complete rating actions are:

Downgrades:

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
        2002-5

   -- Cl. IV-B-3, Downgraded to Ba1 from Baa2

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
        2003-AR26

   -- Cl. IX-M-3, Downgraded to Ba2 from Baa1

Issuer: Credit Suisse First Boston Mortgage Acceptance Corp.
        Series 2002-HE4

   -- Cl. M-2, Downgraded to Baa3 from A2
   -- Cl. B, Downgraded to B2 from Baa1

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
        Series 2002-HE-16

   -- Cl. B-1, Downgraded to Ba3 from Baa2

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
        Series 2002-HE1

   -- Cl. M-1, Downgraded to A2 from Aa2
   -- Cl. M-2, Downgraded to Baa3 from A2
   -- Cl. B, Downgraded to Ca from Caa1

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
        Series 2003-4

   -- Cl. M-3, Downgraded to A2 from Aa3
   -- Cl. B-1, Downgraded to Ba1 from Baa1
   -- Cl. B-2, Downgraded to Caa3 from Ba3
   -- Cl. B-3, Downgraded to C from B3

Review for Possible Downgrade:

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
        2002-18

   -- Cl. II-B-3, Placed on Review for Possible Downgrade,
      currently Baa3


CREDIT SUISSE: Moody's Cuts Ratings on Two Cert. Classes to Low-B
-----------------------------------------------------------------
Moody's Investors Service downgraded three tranches from two deals
issued by Credit Suisse First Boston Mortgage Securities Corp. in
2002 and 2003.  The collateral backing these classes consists of
primarily first lien, adjustable-rate, jumbo A mortgage loans.

Although the 2002 and 2003 deals have pool factors of 1.40% and
4.88%, respectively, the ratings were placed under review for
downgrade based on existing credit enhancement levels relative to
the current projected losses on the underlying pools.  The
affected tranches from Series 2002-AR2, for instance, are backed
by only 24 remaining loans and the pool factor is less than 2%.  
The $29,654 1-B-3 tranche from this deal has realized losses and
could be further written down should the deal experience
additional losses, causing there to be less enhancment available
to Classes 1-B-1 and 1-B-2.

Complete rating actions are:

Issuer: CSFB Mortgage-Backed Pass-Through Certificates

   -- Series 2002-AR2, Class I-B-1, downgraded from Aaa to A1
   -- Series 2002-AR2, Class I-B-2, downgraded from Baa1 to Ba2
   -- Series 2003-AR12, Class IV-M-2, downgraded from Baa3 to
      Ba3


CSFB TRUST: Credit Support Erosion Cues S&P's Rating Downgrades
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B mortgage pass-through certificates from CSFB Trust 2003-CF14 to
'B' from 'BBB'.  At the same time, S&P downgraded
class B from series 2004-CF1 to 'BB-' from 'BBB'.   Concurrently,
S&P affirmed its ratings on all remaining classes of mortgage
pass-through certificates from four CSFB Trust series.  
     
The downgrade of class B from CSFB Trust 2003-CF14 reflects the
erosion of available credit support for this transaction.  Monthly
losses have been outpacing monthly excess interest, causing
overcollateralization to decline to $1,346,310, or 0.93% of the
original pool balance, which is below its target of 2.75% of the
original pool balance.  
     
As of the October 2007 remittance period, cumulative realized
losses for series 2003-CF14 were 7.92% of the original pool
balance and severely delinquent loans (90-plus days, foreclosures,
and REOs) were 20.99% of the current pool balance.  This
transaction is 52 months seasoned and has paid down to 17.29% of
the original pool balance.  Cumulative realized losses have
surpassed the threshold of 6.50%.  At the current loss levels,
current and projected credit support percentages are not
sufficient to support the previous rating.   
     
The downgrade of class B from CSFB Trust 2004-CF1 reflects the
increasing losses that are outpacing monthly excess interest,
causing O/C to decline to 1.69% of the original pool balance,
which is below its target of 1.87%.
     
As of the October 2007 remittance period, monthly losses for
series 2004-CF1 for the last three months averaged $250,691, while
the average monthly excess interest was $57,776.  Cumulative
realized losses were $4,611,970, or 2.76% of the original pool
balance and severely delinquent loans were 19.55% of the current
pool balance.  This transaction is 42 months
seasoned and has paid down to 22.45% of the original pool balance.  
     
S&P affirmed the ratings on the  M-1 and M-2 classes from the
2003-CF14 series, and on the A-2, M-1, and M-2 classes from the
2004-CF1 series based on loss coverage percentages that are
sufficient to maintain the current ratings.
     
The affirmations on the ratings from series 2004-CF2 and 2005-CF1
reflect adequate actual and projected credit support percentages.  
As of the October 2007 remittance period, the series were at or
close to their O/C target.  The table below shows the current
performance data of these two series.  


                       Performance Data

                          O/C   Cum. realized    Severely
    Series               target    losses(i)     delinq (ii)
    ------               ------  ------------    ---------
    2004-CF2 (Gr. 1)     4.13%      2.26%          10.25%
    2004-CF2 Ln. (Gr. 2) 3.31%      1.29%          20.69%
    2005-CF1             6.05%      1.32%          17.04%

(i)As a percentage of original pool balance.
(ii)As a percentage of current pool balance.

                           Current pool bal.         Months
    Series              (% of orig. pool bal.)      seasoned
    ------                -----------------         --------
    2004-CF2 (Gr. 1)            39.69                  35
    2004-CF2 (Gr. 2)            28.76                  35
    2005-CF1                    43.23                  25

Subordination, O/C, and excess spread provide credit support for
all of the affected deals.  The collateral for these transactions
consists primarily of reperforming, fixed- and adjustable-rate
mortgage loans secured primarily by first and second liens on
conventional one- to four-family residential
properties.  


                        Ratings Lowered

                          CSFB Trust
               Mortgage pass-through certificates

                                         Rating
                                         ------
         Series           Class     To           From
         ------           -----     --           ----
         2003-CF14        B         B            BBB
         2004-CF1         B         BB-          BBB

                       Ratings Affirmed

                          CSFB Trust
              Mortgage pass-through certificates

         Series           Class                  Rating
         ------           -----                  ------
         2003-CF14        M-1                    AA
         2003-CF14        M-2                    A
         2004-CF1         A-2                    AAA
         2004-CF1         M-1                    AA
         2004-CF1         M-2                    A
         2004-CF2         I-A-1                  AAA
         2004-CF2         I-A-2                  AAA
         2004-CF2         II-A-1                 AAA
         2004-CF2         II-A-2                 AAA
         2004-CF2         II-A-3                 AAA
         2004-CF2         I-M-1                  AA+
         2004-CF2         II-M-1                 AA+
         2004-CF2         I-M-2                  A+
         2004-CF2         II-M-2                 A+
         2004-CF2         I-B                    BBB+
         2004-CF2         II-B                   BBB+
         2005-CF1         A-2                    AAA
         2005-CF1         A-3                    AAA
         2005-CF1         M-1                    AA
         2005-CF1         M-2                    A
         2005-CF1         B                      BBB


CYRUS REINSURANCE: S&P Assigns Low-B Ratings on $105 Million Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned the following bank
loan ratings to Cyrus Reinsurance II Ltd.'s three proposed bank
loans totaling $105 million:

     -- Senior secured term loan (senior debt, $65 million,     
        modeled probability of default of 70 basis points,
        cushion of 15%) rated 'BB+',
     -- Senior subordinated secured term loan (senior
        subordinated debt, $20 million, 235 bps, 40%) rated
        'B', and
     -- Junior subordinated secured term loan (junior
        subordinated debt, $20 million, 661 bps, 18%) rated
        'B-'.

"The different ratings reflect differences in the modeled
probability of the tranches attaching and the application of a
cushion to consider the possibility of modeling error and other
risks," said Standard & Poor's credit analyst Mark Davidson.
      
"The cushion is a critical element to our rating process for
sidecars and other forms of indemnified property catastrophe
risk," Mr. Davidson added.  "The cushion equals the percentage
difference between the catastrophe losses associated with the
modeled probability of default and the catastrophe losses at the
point on Cyrus II's aggregate exceedance probability curve that
correspond to the maximum adjusted probability of default that
Standard & Poor's allows for the assigned rating."
     
The cushion addresses the potential for modeling error, nonmodeled
losses, variances between the modeled portfolio and the actual
portfolio, deviations in assumptions for premiums and expenses,
investment risk, and credit risk.  Adverse outcomes in any of
these areas would lower the catastrophe losses needed to cause a
default. For example, if nonmodeled losses are $5 million above
the expectations in the sidecar's business plan, the catastrophe
losses needed to cause a default would be $5 million less than
implied by the modeled output based on the sidecar's business
plan.
     
The cushion will vary by transaction.  Although there are no
formal restrictions, S&P believe most sidecars' debt issuances
will have cushions between 15% and 30%.  The cushion for
securitization of indemnified property catastrophe risk through an
excess of loss reinsurance agreement, often referred to as
indemnified cat bonds or cat loans, will usually be less than
15% because risks other than modeled losses and modeling error are
mitigated through the catastrophe bond or cat loan's structure.
     
The cushions applied to Cyrus II are moderately less than the
cushion Standard & Poor's would assign to a typical sidecar.  
Cyrus II's cushions are at the lower end of this range due to
their higher modeled probability of attachment and XL Re Ltd. and
XL Re Europe Ltd.'s (collectively, XL Re; (A+/Stable/--) strong
geographic diversification. Standard & Poor's believes the
catastrophe modeling software is more precise for less remote
events because the lack of historical data for extremely remote
events makes it very difficult to assess their frequency and
severity.  XL Re's portfolio is fairly balanced between exposures
in the U.S. and the rest of the world.  Consequently, the modeling
software indicates that a thousand-year event from any peril would
not cause the senior tranche to attach.
     
Cyrus II is a limited-life, special-purpose Class 3 reinsurance
company domiciled in Bermuda that will assume reinsurance (retro)
risks from XL Re.  XL Re will cede 10% of the premium and losses
from most of its property catastrophe business to Cyrus II through
a policy attaching quota share reinsurance treaty.  The agreement
covers policies starting between Jan. 1, 2008, and July 1, 2008,
inclusive.  Cyrus II will continue reinsuring XL Re until all
covered policies cancel or expire.  The loans will be on risk only
for events occurring between Jan. 1, 2008 and July 1, 2009.  Cyrus
II will deposit the majority of the proceeds from its debt into a
trust, and the trustee will ensure proper order of payments.  The
trust will also include funds raised from the issuance of common
stock by Cyrus Reinsurance II Holdings SPC, the holding company of
Cyrus II.  Capital cannot be released from the trust before
Sept. 1, 2009, except to pay claims and interest expense.


DELPHI CORP: To Receive Labor Payments from GM Through 2015
-----------------------------------------------------------
General Motors Corp. said in its third quarter 2007 financial
report filed with the U.S. Securities and Exchange Commission
that it expects to make its annual payments to Delphi Corp. for
labor costs through 2015, and said the payments could extend for
up to five more years.

Michigan-based General Motors said it will pay $300,000,000 to
$400,000,000 a year for labor costs, as part of the settlements
reached with Delphi and its labor union United Automobile,
Aerospace & Agricultural Implement Workers of America.  Pursuant
to the settlements, which was contemporaneously filed with
Delphi's Joint Plan of Reorganization on September 6, 2007 before
the U.S. Bankruptcy Court for the Southern District of New York,
General Motors agreed to reimburse a certain portion of Delphi's
U.S. hourly labor costs incurred to produce systems, components,
and parts for GM from October 1, 2006 through September 14, 2015.

General Motors and the bankrupt auto-parts supplier also agreed
to resolve all outstanding issues and claims against each other.
Delphi agreed to withdraw a prior request to terminate its supply
agreements with GM.  Delphi, GM's former parts-making unit, also
agreed to issue a $1,500,000,000 note in favor of GM, in exchange
for its assumption of Delphi's pension obligations, and pay
$2,700,000,000 cash to GM on the effective date of the Plan.

Due to difficulties in obtaining commitment for a proposed
$7,100,000,000 exit financing contemplated in the Plan, Delphi,
however, has reduced the amount of cash to available for use as
"currency" to be paid to creditors and interest holders.  GM has
consented to an amendment, providing that GM would receive
$1,500,000,000 in a combination of at least $750,000,000 in cash
and a second lien note for the remaining amount and
$1,200,000,000 in junior convertible preferred stock of Delphi,
instead of $2,700,000,000 in cash.

Delphi is scheduled to seek the Bankruptcy Court's approval of
the disclosure statement explaining the terms of the Plan at a
November 29, 2007 hearing, which has already delayed for almost
two months.  Delphi has to obtain approval of the disclosure
statement before it could begin soliciting votes from creditors
and equity holders on the Plan.  Delphi expects to emerge from
bankruptcy in the first quarter of 2008.

                      About General Motors

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

                        About Delphi Corp.

Based 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. 96; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DUANE STREET: Moody's Rates $15 Million Class B Notes at Ba2
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Duane Street CLO V Ltd.:

   -- Ba2 to the $15,000,000 Class B Secured Deferrable
      Floating Rate Notes due 2021

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Loans, High Yield
Bonds, Structured Finance Securities, Synthetic Securities due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Dimaio Ahmad Capital LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


DURA AUTOMOTIVE: Asks Firm to Detail Purchase of Clients' Bonds
---------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the District of Delaware to bar Ballard
Spahr Andrews & Ingersoll, LLP, and 14 parties that it represents
from further participating in the Chapter 11 cases, unless the law
firm details under what circumstances its clients bought senior
subordinated notes of Dura Operating Corporation due May 2009.

DURA's Joint Plan of Reorganization, which will be presented to
Court for confirmation on Dec. 6, 2007, provides that holders of
subordinated notes aggregating $560,700,000, which include
Ballard Spahr's clients, will not receive any recovery on their
claims.  Holders of $418,700,000 in senior notes, however, will
receive 55% recovery on their claims and will have the option to
purchase shares of reorganized DURA in a rights offering,
backstopped by Pacificor, LLC.

Ballard Spahr, on behalf of the 9% Subordinated Noteholders, has
filed a number of pleadings in DURA's bankruptcy cases.  Among
other objections, Ballard Spahr opposed the Debtors' backstop
agreement with Pacificor, and subsequently filed a notice that it
intends to appeal the order approving the Backstop Deal.

Ballard Spahr also commenced an adversary proceeding on behalf of
Thomas and Pattian Kurak, two of the 14 Subordinated Noteholders,
seeking a declaration that subordinated noteholders are entitled
to participate in the $140,000,000 to $160,000,000 rights
offering, and receive distributions under the Plan, pursuant to
the terms of subordinated notes indentures.  The Debtors noted
that the firm, in its summary judgment briefing, purports to
champion the cause not only of the named plaintiffs, but also of
"similarly situated noteholders."

On August 30, 2007, Ballard Spahr filed a verified statement,
disclosing that it represented Certain 9% Subordinated
Noteholders, specifically 14 entities holding senior notes with
the aggregate face amount of $95,887,000 -- Tom Kurak, Pattiam
Kurak, James W. Korth & Company, Jason Alan Pieper, Charles T.
Kurak, Jeffrey R. Werner, Jeff Comfort, Donald L. Welker, Jeffrey
Scott Einstein, Daniel Scott Hennum, Curtis H. Werner, Richard
John Thielen, Carl E. Kruger, and Tamara A. Kurak.

DURA insisted that Ballard Spahr amend its verified statement
under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to,
among other things, explain the nature of the group of the
Certain 9% Subordinated Noteholders.

"Without the type of disclosure mandated by Rule 2019, neither
the Court, the Debtors nor any other party-in-interest can
understand whether Ballard Spahr purports to represent merely a
single disgruntled creditor who seemingly acquired its 9%
Subordinated Notes for speculative purposes in the weeks and
months following the Petition Date or a group of disgruntled
creditors engaging in such speculation," said Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware.

As a result, neither the Court, the Debtors, nor any other party-
in-interest can properly evaluate the credibility of arguments
propounded by Ballard Spahr, Mr. DeFranceschi said.

DURA asked the Court to (i) prohibit Ballard Spahr from
intervening or otherwise being heard further in the Chapter 11
cases, and (ii) invalidate any pleading filed by firm in the
Kurak Adversary Proceeding, the Appeals, or the Plan confirmation
process, until the firm amended its Rule 2019 statement to
include these information:

  (i) the acquisition date and face amount of each individual
      claim purchased;

(ii) the date and amount of any sale of Subordinated Notes;

(iii) the amount of each Certain 9% Subordinated Noteholder
      paid for such claim; and

(iv) the fee arrangement between the Certain 9% Subordinated
      Noteholders and the firm.

In light of the Court's approval of DURA's request to compel
Ballard Spahr to provide the requested information, the law firm
on November 7, filed a verified statement, disclosing, among
other things, that it represents 13 noteholders and the amounts
paid by each party for the notes:

                       Transaction    Face Value       Total
Party                   Date/s        of Bonds     Amount Paid
-----                   ------        --------     -----------
Tom & Pattiam Kurak    12/11/06 to    $81,550,000     $4,409,150
15001 Sunfish Lake        6/29/07
Boulievard NW
Ramsey, Minn.

James W. Korth &       10/10/06 to      1,253,000        64,763
Company                   8/09/07
2701 South Bayshore
Dvie, Suite 305
Miami, Florida

Jason Alan Pieper       1/09/07 to      1,477,000       114,053
11860 Irish Avenue        6/19/07
N. Gran, Minn.

Charles T. Kurak       12/15/06 to      1,000,000        59,963
13 - 77th Ave., NE        4/11/07
Minneapolis, Minn.

Jeffrey R. Werner       4/10/07 to        980,000        54,281
15385 Armstrong           5/16/07
Boulevard
Ramsey, Minn.

Jeff Comfort            3/26/07 to        798,000        55,829
415 Hidden Oaks Ct.       6/13/07
Mahtomedi, Minn.

Donald L. Welker         5/24/07          420,000        50,740
9587 168th Ave.
Becker, Minn.

Jeffrey Scott Einstein   1/19/07          150,000        10,995
12062 93rd Pl.N.
Maple Grove, Minn.

Daniel Scot Hennum       6/22/07          130,000        19,500
10209 Jackson St., NE
Blaine, Minn.

Curtis H. Werner         5/02/07          102,000         8,033
Elk River, Minn.

Richard John Thielen     1/10/07          100,000         6,125
260 Rice Creek Terrace
Fridley, Minn.

Carl E. Kruger           5/08/07           35,000         2,888
14963 Sunfish Lake
Boulevard
Ramsey, Minn.

Tamara A. Kurak          2/13/07           30,000         2,100
1070 Grandview Ct.
#17 Columbia Heights,
Minn.
                                     -----------    ----------
   Aggregate Face Amount of Bonds
     and Total Amount Paid           $88,025,000    $4,858,418
                                     ===========    ==========

Tamara Kurak sold notes in the face amount of $10,000 in June
2007, leaving her with notes in the face amount of $20,000, and
the aggregate amount of notes held by the 9% Noteholders to
$88,015,000.

                      About DURA Automotive

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

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

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.  On Aug. 22, 2007, the Debtors' filed their Plan of
Reorganization and the Disclosure Statement explaining that Plan
was approved on Oct. 3, 2007.  The hearing to consider
confirmation of the plan is set for Nov. 26, 2007.  (Dura
Automotive Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DRYDEN XVIII: Moody's Assigns Ba2 Rating on $14MM Class B Notes
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Dryden XVIII Leveraged Loan 2007 Limited:

   -- Ba2 to the $14,000,000 Class B Secured Deferrable
      Floating Rate Notes due 2019.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Loans, High Yield
Debts, Structured Finance Securities, Synthetic Securities due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Prudential Investment Management Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


E.DIGITAL CORP: Sept. 30 Balance Sheet Upside-Down by $2.04 Mil.
----------------------------------------------------------------
e.Digital Corp.'s consolidated balance sheet at Sept. 30, 2007,
showed $1.79 million in total assets and $3.83 million in total
liabilities, resulting in a $2.04 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liqudity with $1.76 million in total current
assets available to pay $3.15 million in total current
liabilities.

The company reported a net loss of $157,740 for the second quarter
ended Sept. 30, 2007, compared with a net loss of $1.60 million in
the same period last year.

Revenues increased to $2.42 million in the second quarter of
fiscal 2008 and were only $13,017 for the comparable prior period.  
In the prior year's second quarter the company was transitioning
from an older product to the company's new eVU product that was
introduced in the third quarter of fiscal 2007.

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?254e

                       Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP, in Santa Ana, Calif.,
expressed substantial doubt about e.Digital Corp.'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 reported that the company has
suffered recurring losses from operations, and its total
liabilities exceeds its total assets.

                      About e.Digital Corp.

Headquartered in San Diego, e.Digital Corp. (OTC: EDIG) --
http://www.edigital.com/-- is an innovator of dedicated portable  
inflight entertainment systems.  e.Digital also owns and is
pursuing the monetization of its Flash-R(TM) portfolio of flash
memory-related patents.


E*TRADE: Moody's Lowers Outlook to Stable from Positive
-------------------------------------------------------
Moody's Investors Service lowered its rating outlook on E*TRADE
Financial Corporation (Senior debt at Ba2) and its lead thrift
subsidiary, E*TRADE Bank (LT deposits at Baa3) to stable from
positive.  This followed the company's announcement that, due to
the continuing deterioration in the credit quality of its ABS
portfolio, it will report higher than previously anticipated
impairment charges in 4Q07.

Although Moody's believes that E*TRADE's core earnings, capital
and liquidity remain healthy and continue to lend support to its
Ba2 rating, the remaining exposure from its mortgage-related
portfolio is likely to have a negative impact on earnings and
profitability over the next several quarters.

In particular, the remaining $450 million in CDO and second-lien
RMBS securities may require additional impairment charges to
reflect the continuing deterioration in the underlying sub-prime
mortgage collateral.  Additionally, although most of E*TRADE's
$12 billion second-lien loan portfolio has high FICO scores and
relatively low combined loan-to-values, portions of it may require
increased loss provisions given the higher sensitivity of second-
lien defaults and recovery rates to falling home prices.

As a result, there is an important degree of uncertainty about the
timing and magnitude of the charges that E*TRADE will take over
the course of the next 12-18 months in its investment and loan
portfolios.  While E*TRADE's core retail brokerage business
continues to perform well, it is likely that the firm-wide
performance over this time horizon will not be sufficiently strong
as to exert positive pressure on its rating.  Consequently,
Moody's has lowered its outlook to stable.

As Moody's noted previously, E*TRADE's liquidity position remains
sound.  Client cash and deposit flows have been positive, and
secured funding availability and advance levels for agency
collateral have remained stable through recent market turbulence.  
E*TRADE's access to a $23 billion ($13.4 billion available)
collateralized credit line from the Federal Home Loan Bank is a
key alternate liquidity source that adequately backstops the
current wholesale strategy.

E*TRADE Financial Corporation provides internet-based retail
brokerage and banking services through its operating subsidiaries.  
The company reported $407 million in pre-tax profit for the first
nine months of 2007.


E*TRADE FINANCIAL: Possible Write-Downs Cue S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on E*TRADE
Financial Corp. to 'B' from 'BB-' and on its subsidiary E*TRADE
Bank to 'BB-' from 'BB+'.  At the same time, S&P placed the
ratings on CreditWatch with negative implications.
      
"The ratings actions are driven by the company's expectations of
additional write-downs of its investment securities in the fourth
quarter coupled with our view of potential deterioration in its
loan portfolios and potential client attrition prompted by
headline risk.  The CreditWatch is pending further details from
management on valuations of the securities and loan portfolios.  
At this time, the company still has flexibility to delever its
balance sheet and to utilize its $14.4 billion of FHLB borrowing,"
said Standard & Poor's credit analyst Helene De Luca.
     
These risks offset the strong retail brokerage business metrics
for October and the third quarter, against the backdrop of strong
industry-wide investor activity and market sentiment.
     
Potential loan and securities deterioration in the fourth quarter
could have a material impact on E*TRADE's capital and liquidity.
     
Some concerns in the loan portfolio include the fact that 87% of
loans are purchased from third parties; 51% of home equity loans
have loan-to-value ratios greater than 80%, of which 20% have LTVs
greater than 90%; and about 40% of loans are in the 2006 vintage
year.  However, only about 5% of loans are under 660 in FICO
scores.  Concerns in the securities portfolio revolve around
potential deterioration in market values.
     
S&P are concerned that future liquidity could be strained and
funding at the Bank could weaken.  At Sept. 30, 2007, about $7.4
billion in deposits was more than the FDIC insurance limit and not
covered by SIPC.  The funding mix has been about half retail-based
deposits and sweeps.  During the past year, the Bank significantly
increased its FHLB advances.  At Sept. 30, 2007, liquidity was
supported by approximately $14.4 billion in additional FHLB
borrowing capacity at the Bank.  Also, cash and equivalents at the
parent and nonregulated subsidiary, Converging Arrows, was
approximately $163 million.  E*TRADE's $250 million senior secured
revolver was recently extended to 2010 and was not drawn at Sept.
30, 2007.  However, this revolver imposes covenants pertaining to
capital health.
     
Leverage (adjusted net assets-to-adjusted tangible equity) at
Sept. 30, 2007, increased since year-end 2006.
     
The company will remain on CreditWatch with negative implications
pending further details from management on valuations of the
securities and loan portfolios.  The company still has significant
flexibility to delever its balance sheet and to utilize its
$14.4 billion of FHLB borrowing capacity to ensure that it meets
regulatory capital requirements and to sufficiently manage its
liquidity.  If the loan and securities portfolio valuations are at
manageable levels and the balance sheet reduction is successful,
the ratings could be affirmed at these levels.


EDITH MOSER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Edith P. Moser
        410 North Pinecrest Lane
        Bristol, VA 24201

Bankruptcy Case No.: 07-71797

Chapter 11 Petition Date: November 13, 2007

Court: Western District of Virginia (Roanoke)

Judge: William F. Stone, Jr.

Debtor's Counsel: John M. Lamie, Esq.
                  Browning Lamie & Gifford
                  P.O. Box 519
                  Abingdon, VA 24212-0519
                  Tel: (276) 628-6165

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

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


ENCYSIVE PHARMA: Sept. 30 Balance Sheet Upside-Down by $136.6 Mil.
------------------------------------------------------------------
Encysive Pharmaceuticals Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $77.2 million in total assets and
$213.8 million in total liabilities, resulting in a $136.6 million
total shareholders' deficit.

The company reported a net loss of $22.5 million, compared to a
net loss of $25.5 million for the same period in 2006.  The net
loss for the third quarter included a restructuring charge of
approximately $5.4 million regarding retention agreements with
employees entered into as part of the June 2007 reorganization.  
The company expects to incur an additional restructuring charge of
approximately $1.2 million in the fourth quarter of 2007 as a
result of these retention agreements.

Revenues of $8.8 million for the third quarter of 2007, compared
to $6.3 million for the third quarter of 2006, included
approximately $3.6 million in Thelin(R) European sales.  
Argatroban royalty income was approximately $4.8 million in the
third quarter of 2007, compared to $6.0 million in the third
quarter of 2006.  Since the Argatroban royalty income is used to
pay the outstanding Argatroban notes, the royalty income is not
available to fund the company's operational requirements.

"We made excellent progress in making Thelin(R) available to more
patients in the EU, having now launched in four of the big five EU
countries, with Italy expected by year's end," said George Cole,
president and chief executive officer of Encysive Pharmaceuticals.
"This progress now positions Encysive for solid sales growth in
2008."

Interest expense was $6.1 million in the third quarter of 2007,
compared to $1.0 million in the third quarter of 2006.  The third
quarter of 2007 included a non-cash write-off of approximately
$3.2 million of deferred debt issue costs related to the original
Argatroban notes, which were redeemed in a refinancing in
September 2007.

Cash, cash equivalents and accrued interest at Sept. 30, 2007,
was $54.2 million, compared to $43.8 million at Dec. 31, 2006.
The Sept. 30, 2007, balance includes $14.0 million in net
proceeds from the sale of approximately 7.7 million shares of the
company's common stock and warrants to purchase approximately
7.7 million shares of common stock in a registered direct
offering, and net proceeds of $11.2 million from the refinancing
of the original Argatroban notes.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2544

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2007,
KPMG LLP, in Houston, expressed substantial doubt about Encysive
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 recurring losses from operations and
net capital deficiency.
                  
                 About Encysive Pharmaceuticals

Headquartered in Houston, Texas, Encysive Pharmaceuticals Inc.
(Nasdaq: ENCY) -- http://www.encysive.com/-- is a global  
biopharmaceutical company engaged in the discovery, development
and commercialization of novel, synthetic, small molecule
compounds to address unmet medical needs.  The company's research
and development programs are predominantly focused on the
treatment and prevention of interrelated diseases of the vascular
endothelium and exploit the company's expertise in the area of the
intravascular inflammatory process, referred to as the
inflammatory cascade, and vascular diseases.


FEDERAL MOGUL: District Court Affirms Chapter 11 Plan
-----------------------------------------------------
The Honorable Joseph H. Rodgriguez of the U.S. District Court for
the District of Delaware affirmed on November 13, 2007, the order
of U.S. Bankruptcy Court Judge Judith Fitzgerald, confirming the
Fourth Amended Joint Plan of Reorganization of Federal-Mogul
Corporation and its debtor affiliates.

To recall, the Bankruptcy Court confirmed the Federal-Mogul Plan
on Nov. 8, 2007, on a wholly consensual basis without objections.

The District Court and Bankruptcy Court approvals of the Fourth
Amended Plan will allow the Company's emergence from Chapter 11
before year end, Federal-Mogul stated in a press release.

"We are extremely pleased to have reached this significant
milestone signaling the emergence of the Company from Chapter 11
proceedings," Federal-Mogul Chairman, President and Chief
Executive Officer Jose Maria Alapont said in a press release.  
"The Federal-Mogul team worldwide is devoted to exceeding
employee, customer and stakeholder expectations through service
and operational excellence, leading technology and the Company's
sustainable global profitable growth strategy."

Federal-Mogul voluntarily filed for bankruptcy in 2001 for Chapter
11 in the United States and Administration in the UK in order to
separate its asbestos liabilities from its true operating
potential.

The Company reported, in a regulatory filing with the Securities
and Exchange Commission, that the Fourth Amended Plan provides
that:

   (a) present and future asbestos personal injury claimants will
       be permanently channeled to a trust established pursuant
       to Section 524(g) of the Bankruptcy Code, thereby
       protecting the Company from existing and future asbestos
       liability; and

   (b) all currently outstanding stock of the Company will be
       cancelled, 50.1% of newly issued common stock of
       reorganized Federal-Mogul will be distributed to the
       asbestos trust, and 49.9% of the newly issued common stock
       of reorganized Federal-Mogul will be distributed pro rata
       to the noteholders and holders of unsecured claims against
       the U.S. Debtors that elected to have their claims
       satisfied by receiving shares of common stock of
       reorganized Federal-Mogul rather than cash.  

The holders of currently outstanding common and preferred stock of
the Company, at the time those shares are cancelled, will receive
warrants that may be used to purchase shares of common stock of
reorganized Federal-Mogul at a predetermined exercise price.

The Plan also provides that the U.S. asbestos trust will:

   (i) make a payment to the reorganized Company, or pay a
       portion of the common stock of reorganized Federal-Mogul
       to be issued to the U.S. asbestos trust in lieu thereof,
       for the agreed amounts that will be used by the U.K.
       Administrators to provide distributions on account of U.K.
       asbestos personal injury claims; and

  (ii) provide an option to an affiliate of Carl Icahn for the
       purchase of the remaining shares of common stock of
       reorganized Federal-Mogul held by that trust.  If the
       affiliate of Mr. Icahn does not exercise such option, an
       affiliate of Mr. Icahn will provide certain financing to
       the U.S. asbestos trust.

The Federal-Mogul Plan intends to resolve approximately $9.4
billion in asbestos claims, according to Bloomberg News.

Furthermore, unsecured creditors of the U.S. Debtors have the
option to either receive shares of common stock of reorganized
Federal-Mogul or receive cash distributions under the Plan equal
to 35% of their allowed claims, payable in three annual
installments, provided that the aggregate payout of all allowed
unsecured claims against the U.S. Debtors does not exceed
$258,000,000.

                       About Federal-Mogul

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

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

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

The Bankruptcy Court confirmed the Fourth Amended Plan on Nov. 8,
2007.


FIRST UNION: Fitch Junks Rating on $11.8 Mil. Class M Certs.
------------------------------------------------------------
Fitch Ratings downgraded and assigned a distressed recovery  
rating to First Union National Bank-Chase Manhattan Bank's
commercial mortgage pass-through certificates, series 1999-C2, as:

   -- $11.8 million class M to 'CCC/DR1' from 'B'.

In addition, Fitch affirms these classes:

   -- $577.7 million class A-2 at 'AAA';
   -- Interest-only class IO at 'AAA';
   -- $47.3 million class B at 'AAA';
   -- $62 million class C at 'AAA';
   -- $14.8 million class D at 'AAA';
   -- $41.4 million class E at 'AAA';
   -- $17.7 million class F at 'AAA';
   -- $41.4 million class G at 'AA';
   -- $11.8 million class H at 'A';
   -- $11.8 million class J at 'BBB+';
   -- $11.8 million class K at 'BB+';
   -- $11.8 million class L at 'BB-'.

The $5.5 million class N is not rated by Fitch.

The downgrade is the result of Fitch expected losses on specially
serviced loans.  As of the October 2007 distribution report, the
pool's aggregate certificate balance was reduced 26.6% to $866.7
million from $1.18 billion at issuance.

Currently, two assets (1.1%) are in special servicing, with losses
expected.  The largest specially serviced loan (0.6%) is secured
by a multifamily property located in Euless, Texas.  The asset was
transferred to special servicing in October 2007 due to monetary
default.

The second specially serviced asset (0.5%), a real estate owned
asset, is secured by a 51,282-square foot retail property located
in Chesapeake, Virginia formerly occupied by a Winn Dixie.  The
special servicer is currently marketing the property.  Fitch
expects losses from both specially serviced loans will be absorbed
by the non-rated class N.


FREESCALE SEMICONDUCTOR: Fitch Puts Issuer Default Rating at B+
---------------------------------------------------------------
Fitch initiated coverage of Freescale Semiconductor Inc. by
establishing these ratings:

   -- Issuer default rating of 'B+';
   -- Bank revolving senior secured credit facility of
      'BB+/RR1';
   -- Senior secured term loan of 'BB+/RR1';
   -- Senior unsecured notes of 'B/RR5';
   -- Senior subordinated notes of 'CCC+/RR6'.

The Rating Outlook is Stable.  Fitch's actions affect about
$10 billion of debt.

Rating concerns center on:

   -- Fitch's belief that Freescale will be challenged to
      meaningfully improve profitability over the next few
      years due to weaker than originally anticipated customer
      and end market demand over the near-term, pressured
      average selling prices across key end markets, and  
      maturing end market growth rates (including handsets).
      
      Fitch remains cautious regarding Freescale's higher than
      company-wide margin networking segment due to anticipated
      pressured wireless infrastructure spending for 2008.  In
      addition, the wireless and mobile solutions group       
      segment continues to suffer from the competitive weakness
      of Motorola Inc. ('BBB+'/F2/Negative Outlook) and
      substantially lower than company-wide profitability
      levels;

   -- Freescale's relatively weak credit protection measures,
      with Fitch-estimated leverage of 6.6x (2.4x secured
      debt/EBITDA), interest coverage of 2x, and free cash
      flow/total debt of 2.2%; Fitch expects credit metrics
      will remain near current levels over the intermediate
      term, due to minimal debt amortization requirements and
      Fitch's expectations for only modest profitability
      expansion;

   -- Freescale's significant but necessary ongoing R&D
      expenditures required to win new design references,
      diversify its WSMG segment, and strengthen the
      intellectual property portfolio.  Despite solid foundry
      relationships and R&D partnerships, Freescale's ongoing
      investment requirements will remain substantial,
      approximating 25%-30% of total sales for capital spending
      and R&D (consistent with semiconductor industry); and

   -- Greater than originally contemplated volatility in WMSG,
      given continued concentration to Motorola (26% of total
      company sales for the quarter ended Sep. 28, 2007), which
      has lost 8% of share in the global handset market over
      the last year (to approximately 14% in the 3rd quarter of
      2007).  Although Freescale is likely to attract
      additional wireless customers in WMSG, Fitch does not
      anticipate meaningful positive earnings contribution from
      such an event over the near-term.

The Outlook and ratings are supported by Freescale's:

   -- Leading market positions in comparatively stable
      automotive electronics and standard products markets, as
      well as higher-margin networking markets;

   -- Continued solid position as key supplier to Motorola,
      which despite current operational challenges and market
      share losses Fitch believes will remain a leader in the
      global handset industry given its significant scale,
      leading market positions (#1 in North America), and
      strong brand name;

   -- Relatively diversified end market, product, and customer
      (outside Motorola) portfolios, particularly in the
      Transportation and Standard Products Group segment; and

   -- Significant unit scale, ensuring supply continuity with
      foundries and, thereby, supporting the company's asset
      light strategy and more stable free cash flow.

Fitch may downgrade Freescale if:

   -- Credit protection measures deteriorate due to erosion in
      the company's profitability or free cash flow;

   -- Management does not execute on its restructuring efforts,
      including successful site consolidation, asset sales, and
      meaningful improvement in the company's cash conversion
      cycle.

Conversely, Fitch may consider positive rating actions if
Freescale:

   -- Improves its operating margin profile and free cash flow
      characteristics via successful expansion of higher-margin
      products along with a successful design win at another
      significant wireless handset manufacturer;

   -- Utilizes proceeds from potential asset sales or
      divestitures to materially reduce debt.

The senior secured debt facility is secured by Freescale's equity
ownership in all material wholly-owned subsidiaries (limited, in
the case of foreign subsidiaries, to 65% of the voting stock of
such subsidiaries) and substantially all present and future
tangible and intangible assets of Freescale. In addition, the bank
facility carries a limitation on senior secured debt of 4.0x
EBITDA through 2008, and declines to 3.75x through 2010, and 3.5x
thereafter.  There are also limitations on dividends, sale of
assets and other customary covenants.

Adequate financial flexibility and liquidity as of
Sep. 28, 2007, supported by about $772 million of cash and cash
equivalents, about $370 million of which is located in the U.S.,
and an undrawn $750 million revolving bank credit facility
expiring Dec. 1, 2012; Fitch anticipates annual free cash flow
will be $100-200 million annually over the next few years,
modestly supporting liquidity.

Additionally, the company is currently pursuing the sale of
certain assets, which could be utilized for modest debt reduction,
which the current ratings and outlook incorporate. With no
borrowings outstanding under the revolving bank credit facility,
Freescale's only debt amortization until 2013 is 1% per annum
under the term loan facility, or approximately $35 million per
year.

At Sep. 28, 2007, total debt was about $9.5 billion and consisted
primarily of:

   i) $3.5 billion of senior secured term loan expiring
      Dec. 1, 2013;

  ii) $500 million of floating rate senior notes due 2014;

iii) $1.5 billion of 9.125% PIK-election senior notes due
      2014;

  iv) $2.35 billion of 8.875% senior notes due 2014;

   v) $1.6 billion of 10.125% senior subordinated notes due
      2016; and

  vi) $59 million of other debt, including capital leases.

The Recovery Ratings for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Freescale, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario (as a going concern) rather than a
liquidation scenario.  In deriving a distressed enterprise value,
Fitch applies a 35% discount to Freescale's operating EBITDA of
about $1.4 billion for the latest 12 months ended Sep. 28, 2007.

The discount is equivalent to Fitch's estimate of maintenance
capital spending, rent expense, and total interest expense for
Freescale, assuming the company exercises its option to pay in
kind interest expense on the above referenced $1.5 billion PIK-
election senior notes.  Fitch then applies a 6 times distressed
EBITDA multiple, which considers that a stress event would likely
result in a contraction to Freescale's current multiple.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event.  The 'RR1' for Freescale's secured bank
facility and term loan reflects Fitch's belief that 91%-100%
recovery is likely.  The 'RR5' for Freescale's senior notes
reflects Fitch's belief that 11%-30% recovery is realistic.  The
'RR6' for Freescale's senior subordinated debt reflects Fitch's
belief that 0%-10% recovery is realistic.


GENERAL MOTORS: To Make Labor Payments to Delphi Through 2015
-------------------------------------------------------------
General Motors Corp. said in its third quarter 2007 financial
report filed with the U.S. Securities and Exchange Commission
that it expects to make its annual payments to Delphi Corp. for
labor costs through 2015, and said the payments could extend for
up to five more years.

Michigan-based General Motors said it will pay $300,000,000 to
$400,000,000 a year for labor costs, as part of the settlements
reached with Delphi and its labor union United Automobile,
Aerospace & Agricultural Implement Workers of America.  Pursuant
to the settlements, which was contemporaneously filed with
Delphi's Joint Plan of Reorganization on September 6, 2007 before
the U.S. Bankruptcy Court for the Southern District of New York,
General Motors agreed to reimburse a certain portion of Delphi's
U.S. hourly labor costs incurred to produce systems, components,
and parts for GM from October 1, 2006 through September 14, 2015.

General Motors and the bankrupt auto-parts supplier also agreed
to resolve all outstanding issues and claims against each other.
Delphi agreed to withdraw a prior request to terminate its supply
agreements with GM.  Delphi, GM's former parts-making unit, also
agreed to issue a $1,500,000,000 note in favor of GM, in exchange
for its assumption of Delphi's pension obligations, and pay
$2,700,000,000 cash to GM on the effective date of the Plan.

Due to difficulties in obtaining commitment for a proposed
$7,100,000,000 exit financing contemplated in the Plan, Delphi,
however, has reduced the amount of cash to available for use as
"currency" to be paid to creditors and interest holders.  GM has
consented to an amendment, providing that GM would receive
$1,500,000,000 in a combination of at least $750,000,000 in cash
and a second lien note for the remaining amount and
$1,200,000,000 in junior convertible preferred stock of Delphi,
instead of $2,700,000,000 in cash.

Delphi is scheduled to seek the Bankruptcy Court's approval of
the disclosure statement explaining the terms of the Plan at a
November 29, 2007 hearing, which has already delayed for almost
two months.  Delphi has to obtain approval of the disclosure
statement before it could begin soliciting votes from creditors
and equity holders on the Plan.  Delphi expects to emerge from
bankruptcy in the first quarter of 2008.

                       About Delphi Corp.

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

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

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

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.  (Delphi Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.

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


GENERAL MOTORS: Signs 2007 UAW-GM National Labor Contract
---------------------------------------------------------
General Motors Chairman and CEO Rick Wagoner, United Auto Workers
President Ron Gettelfinger and their respective senior leadership
teams, signed the 2007 UAW-GM national labor contract at a special
ceremony held Monday at the UAW-GM Center for Human Resources in
Detroit, Michigan.  The new contract is effective for the next
four years.

As reported in the Troubled Company Reporter on Oct. 11, 2007,
GM confirmed that its UAW-represented employees have ratified the
GM-UAW 2007 national labor agreement.

The Troubled Company Reporter disclosed that GM and the UAW
reached a tentative agreement on Sept. 26, 2007, after more than
two months of bargaining.  The new four-year agreement covers
approximately 74,000 hourly employees located in more than 80 U.S.
facilities.

                      About General Motors

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

                     *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets in the US, Canada and Germany.  Moody's
ratings of GMAC LLC (Ba2 senior unsecured/Negative outlook) and of
Residential Capital LLC (Ba3 senior unsecured/Negative outlook)
are unaffected by the action.


GOLDMAN SACHS: Moody's Lowers and Reviews Ratings on 18 Deals
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 81 tranches
and has placed under review for possible downgrade the ratings of
15 tranches from 18 deals issued by Goldman Sachs 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: GSAA Home Equity Trust 2005-14

   -- 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. B-1, Downgraded to B1, previously Baa1,
   -- Cl. B-2, Downgraded to Caa2, previously Baa3,
   -- Cl. B-3, Downgraded to C, previously Ba2.

Issuer: GSAA Home Equity Trust 2005-15

   -- Cl. M-6, Downgraded to Baa1, previously A3,
   -- Cl. B-1, Downgraded to Baa3, previously Baa1,
   -- Cl. B-2, Downgraded to Ba3, previously Baa3,
   -- Cl. B-3, Downgraded to Caa1, previously Ba2.

Issuer: GSAA Home Equity Trust 2005-MTR1

   -- Cl. B-1, Downgraded to Ba1, previously Baa2,
   -- Cl. B-2, Downgraded to Ba3, previously Baa3,
   -- Cl. B-3, Downgraded to Caa2, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-1

   -- 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. B-1, Downgraded to Ba2, previously Baa1,
   -- Cl. B-2, Downgraded to B1, previously Baa2,
   -- Cl. B-3, Downgraded to Caa3, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-11

   -- 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. B-1, Downgraded to Baa2, previously A3,
   -- Cl. B-2, Downgraded to Ba1, previously Baa1,
   -- Cl. B-3, Downgraded to Caa2, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-12

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

Issuer: GSAA Home Equity Trust 2006-14

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3, Downgraded to A3, previously A1,
   -- Cl. M-4, Downgraded to Baa2, previously A2,
   -- Cl. B-1, Downgraded to Ba2, previously Baa2,
   -- Cl. B-2, Downgraded to B2, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-16, Asset-Backed
        Certificates, Series 2006-16

   -- Cl. M-5, Downgraded to Baa1, previously A3,
   -- Cl. B-1, Downgraded to Baa3, previously Baa2,
   -- Cl. B-2, Downgraded to Ba2, previously Baa3,
   -- Cl. B-3, Downgraded to B1, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-17

   -- 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. B-1, Downgraded to Ba2, previously Baa2,
   -- Cl. B-2, Downgraded to B1, previously Baa3,
   -- Cl. B-3, Downgraded to Caa2, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-19

   -- 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. B-1, Downgraded to Baa3, previously Baa1,
   -- Cl. B-2, Downgraded to Ba2, previously Baa3,
   -- Cl. B-3, Downgraded to B1, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-20

   -- Cl. M-5, Downgraded to A3, previously A2,
   -- Cl. B-1, Downgraded to Baa2, previously Baa1,
   -- Cl. B-2, Downgraded to Ba1, previously Baa3,
   -- Cl. B-3, Downgraded to Ba2, previously Ba1.

Issuer: GSAA Home Equity Trust 2006-3

   -- 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. B-1, Downgraded to Baa2, previously A3,
   -- Cl. B-2, Downgraded to Ba2, previously Baa1,
   -- Cl. B-3, Downgraded to B2, previously Baa3,
   -- Cl. B-4, Downgraded to Ca, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-4

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

Issuer: GSAA Home Equity Trust 2006-5

   -- 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 A3,
   -- Cl. B-1, Downgraded to Baa3, previously Baa1,
   -- Cl. B-2, Downgraded to Ba2, previously Baa2,
   -- Cl. B-3, Downgraded to Caa2, previously Ba2.

Issuer: GSAA Home Equity Trust 2006-6

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

Issuer: GSAA Home Equity Trust 2006-8

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

Issuer: GSAA Home Equity Trust 2006-9

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa1, previously A2,
   -- Cl. M-5, Downgraded to Baa2, previously A3,
   -- Cl. B-1, Downgraded to Ba2, previously Baa2,
   -- Cl. B-2, Downgraded to B2, previously Baa3,
   -- Cl. B-3, Downgraded to Caa3, previously Ba2.

Issuer: GSAA Home Equity Trust Asset Backed Certificates Series
        2005-12

   -- Cl. B-4, Downgraded to Ba3, previously Ba2.


GOLF TRUST: Terminates Plan of Liquidation and Dissolution
----------------------------------------------------------
Stockholders of Golf Trust of America Inc. approved the
termination of the company's Plan of Liquidation and Dissolution
at a special meeting of stockholders, held on Nov. 8,2007 .

The Plan of Liquidation was originally approved by the board of
directors of the company on Feb. 25, 2001, and adopted by the
holders of both the company's common and preferred stock on
May 22, 2001.

Since that date the company had been operating under the Plan of
Liquidation, which contemplated:

   -- the sale of all of the company's assets;
   -- the payment of, or provision for, the company's
      liabilities and expenses; and
   -- the ultimate distribution of the remaining proceeds of
      the liquidation to the company's common stockholders.

The termination of the Plan of Liquidation was proposed to
stockholders in connection with the company's decision to explore
alternative business strategies, including a merger, capital stock
exchange, asset acquisition or other business combination, in
order to maximize stockholder value.

The company determined that operating as a going concern outside
of the Plan of Liquidation would give it more flexibility in the
pursuit of its new strategic direction.

The board will still be permitted to pursue the sale of the
company's remaining assets and liquidate the company if the
company is unable to identify and effect a viable alternative, but
will no longer be required to do so by the terms of the Plan of
Liquidation.

As part of the transition of senior management in connection with
the termination of the Plan of Liquidation, on Nov. 8, 2007, W.
Bradley Blair, II disclosed his resignation as chief executive
officer and president of the company and as a director.  On the
same date, the board appointed Michael C. Pearce, a current member
of the board, as chief executive officer and president of the
company.

Mr. Pearce, 46, has been a private investor in various companies
since 2002.  From late 1999 through 2001, he served as chief
executive officer of iEntertainment Network.  From 1996 to 1998,
he served as senior vice president of sales and marketing of
publicly-traded VocalTec Communications, later returning in 1999
in a consulting capacity to its chairman on matters pertaining to
strategic alternatives, business development and mergers and
acquisitions.

From 1983 to 1996, he was employed in various technology industry
management positions, including senior vice president of sales and
marketing at Ventana Communications, a subsidiary of Thomson
Corporation, vice president of Sales at Librex Computer Systems, a
subsidiary of Nippon Steel, and National Sales Manager at Hyundai
Electronics America.  From 1979 to 1983, he attended Southern
Methodist University.

Headquartered in Charleston, South Carolina, Golf Trust of America
Inc. (AMEX:GTA) -- http://www.golftrust.com/-- was formerly a  
real estate investment trust but is now engaged in the liquidation
of its interests in golf courses in the United States pursuant to
a plan of liquidation approved by its stockholders.  The company
owns two properties (6 eighteen-hole equivalent golf courses).  

As of Sept. 30, 2007, the company has $11.20 million net assets in
liquidation.
  

GREENWOOD LLC: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Greenwood, LLC
        P.O. Box 311
        Greenwood, VA 22943

Bankruptcy Case No.: 07-62155

Chapter 11 Petition Date: November 13, 2007

Court: Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: W. Stephen Scott, Esq.
                  Scott Kroner, PLC
                  P. O. Box 2737
                  Charlottesville, VA 22902
                  Tel: (434) 296-2161  

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Vantage Enterprise LLC           Site Work              $26,258
P.O. Box 1657
Haverhill, MA 01831

Frank Ghegurovich                Loan                   $20,533
c/o Manhattan Financial
44 Trapelo Road
Belmont, MA 02478

Mitchell Kambis                  Development            $14,700
c/o Virginia Estates             Consulting Services
1575 State Farm Boulevard
Suite 5
Charlottesville, VA 22911

Scot Osborne                     Contracting Services    $3,661


GSC CAPITAL: Moody's Junks Ratings on Four Certificate Classes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of nine tranches
and has placed under review for possible downgrade the ratings of
five tranches from two deals issued by GSC Capital in 2006.  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
incorporated its published methodology updates to the non
delinquent portion of the transactions.

Complete list of Actions:

Issuer: GSC Capital Corp. Mortgage Trust 2006-1

   -- 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 B3, previously Baa1,
   -- Cl. B-1, Downgraded to Ca, previously Baa3.

Issuer: GSC Capital Corp. Mortgage Trust 2006-2

   -- 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 Ba1, previously A2,
   -- Cl. M-6, Downgraded to Ba3, previously A3,
   -- Cl. M-7, Downgraded to Caa2, previously Baa1,
   -- Cl. M-8, Downgraded to C, previously Baa2,
   -- Cl. B-1, Downgraded to C, previously Baa3.


HAZEL POINTE LP: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Hazel Pointe, L.P.
                1701 North Market Street, Suite 210
                Dallas, TX 75202

Case Number: 07-35654

Alleged debtor-affiliates:

        Entity                                     Case No.
        ------                                     --------
        Distinct Development, L.L.C.               07-35655
        Distinct Development II, L.L.C.            07-35657
        Distinct Edgewater, L.L.C.                 07-35658
        G.P.&E. Leasing, L.P.                      07-35659

Involuntary Petition Date: November 13, 2007

Court: Northern District of Texas (Dallas)

Petitioner's Counsel: John Nicholas Schwartz, Esq.
                      Fulbright & Jaworski, L.L.P.
                      2200 Ross Avenue, Suite 2800
                      Dallas, TX 75201
                      Tel: (214) 855-7173
                      Fax: (214) 855-8200
         
   Petitioners                 
   -----------
Texans Commercial Capital
777 East Campbell Road, Suite 700
Richardson, TX 75081


HM RIVERGROUP: S&P Holds 'B-' Rating and Removes Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on HM Rivergroup PLC and subsidiary Riverdeep
Interactive Learning USA Inc. and removed the ratings from
CreditWatch with positive implications, where they were placed on
July 18, 2007.  The outlook is stable.
     
The action is based on S&P's expectation that the company's
proposed $4 billion, predominantly debt-financed acquisition of
the Harcourt educational publishing business from Reed Elsevier
PLC, specifically its financing structure and expected synergies,
together pose very high ongoing financial risks.  Ratings
originally were placed on CreditWatch based on the possibility
that the deal terms and structure could be configured to reduce
financial risk.
     
Standard & Poor's also assigned its bank loan and recovery ratings
to the $7.15 billion senior secured credit facilities of Riverdeep
Interactive Learning.  The senior secured first-priority bank
loan, which consists of a $500 million revolving credit facility
due 2013 and a $4.95 billion term loan B due 2014, is rated 'B'
(one notch higher than the 'B-' corporate credit rating), with a
recovery rating of '2', indicating the expectation for substantial
(70%-90%) recovery in the event of a payment default.
     
The second-lien bank loan, which consists of a $600 million
tranche A term loan due 2014 and a $1.1 billion tranche B delayed
draw term loan due 2014, is rated 'CCC', with a
recovery rating of '6'.  The recovery rating indicates the
expectation for negligible (0%-10%) recovery in the event of a
payment default, as a result of its junior-lien position and the
substantial amount of first-lien debt.
     
Pro forma consolidated total debt and preferred stock at
Sept. 30, 2007, was roughly $8.1 billion.
     
"The ratings on HM Rivergroup reflect heightened financial risk
resulting from the leveraged acquisition of Harcourt, minimally
offset by the company's good business positions in the educational
publishing industry," said Standard & Poor's credit analyst Hal
Diamond.


HOME EQUITY: Poor Credit Support Cues S&P to Lower Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of asset-backed certificates from Home Equity Asset
Trust's series 2003-8 and 2004-1.  S&P also affirmed its ratings
on the remaining eight classes from these transactions.
     
The lowered ratings reflect the recent deterioration of available
credit support to the affected classes as of the October 2007
remittance period.  Projected credit support is lower than the
original levels for the affected classes.   Subordination,
overcollateralization, and monthly excess
interest support these series, while recent losses have eroded O/C
below the target levels for both series.  Current O/C is $1.77
million compared with its $2.63 million target for series 2003-8,
while O/C is $2.60 million compared with $4.0 million for series
2004-1.
     
The six- and 12-month average losses for series 2003-8 are
approximately $156,106 and $224,950, respectively, while the six-
and 12-month average losses for series 2004-1 are approximately
$448,265 and $493,264, respectively.  While the six-month average
loss amount has improved for both deals, the percentages of total
and serious (90-plus days, foreclosures, and REOs) delinquencies
have not improved significantly over the past 12 remittance
periods.
     
The affirmations reflect sufficient current and projected credit
support percentages at the current rating categories as of the
October 2007 remittance period.
     
The collateral for both deals consists of 30-year, fixed- and
adjustable-rate, first- and second-lien subprime mortgage loans
secured by one- to four-family residential properties.


                         Ratings Lowered

                      Home Equity Asset Trust

                                           Rating
                                           ------
        Series     Class             To             From
        ------     -----             --             ----
        2003-8     B-3               B              BBB-
        2004-1     B-1               BB             BBB-
        2004-1     B-2               B              BB
        2004-1     B-3               CCC            B

                       Ratings Affirmed

                    Home Equity Asset Trust

            Series       Class                Rating
            ------       -----                ------
            2003-8       M-1                  AA
            2003-8       M-2                  A
            2003-8       M-3                  A-
            2003-8       B-1                  BBB+
            2003-8       B-2                  BBB
            2004-1       M-1                  AA
            2004-1       M-2                  A+
            2004-1       M-3                  A


HOMEBANC CORP: Judge Carey Appoints Stuart Maue as Fee Auditor
--------------------------------------------------------------
The Honorable Steven Carey of the United States Bankruptcy Court
for the District of Delaware determined that the size and
complexity of HomeBanc Mortgage Corporation and its debtor-
affiliates' cases will result in numerous and lengthy written
applications for payment of professional fees and reimbursement of
expenses in significant amounts.  He finds that the appointment of
a fee auditor pursuant to Rule 9017 of the Federal Rules of
Bankruptcy Procedures, Rule 706 of the Federal Rules of Evidence
and Rule 2016-2(j) of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District
of Delaware and the procedures of the Court, is in the best
interests of the Debtors' estates, their creditors and all
parties-in-interest.

The Debtors and the Official Committee of Unsecured Creditors
have conferred and reached an agreement with respect to the
Court's order.  The Order applies to:

    -- all professionals in the Debtors' cases employed or to be
       employed pursuant to Sections 327, 328 or 1130 of the
       Bankruptcy Code;

    -- all members of the official committees appointed in the
       Debtors' Chapter 11 cases; and

    -- any claims for reimbursement of professional fees and
       expenses under Section 503(b) of the Bankruptcy Code to
       the extent permitted by the Court.

To the extent that the fees and expenses of any ordinary course
professionals employed exceed the compensation cap set forth in
the October 17, 2007 Ordinary Course Professionals Order, the
fees and expenses will be reviewed by the fee auditor.

Judge Carey has ordered the appointment of Stuart Maue as the fee
auditor to act as special consultant to the Court for
professional fee and expense review and analysis.  Mr. Maue's
duties include:

     * review in detail quarterly interim fee applications and
       final fee applications filed by the Applicants; and

     * to the extent reasonably practicable, avoid duplicative
       review when reviewing final fee applications comprised of
       quarterly interim fee applications that have already been
       reviewed by the fee auditor.

Judge Carey states that Mr. Maue may review any filed documents
in the Debtors' cases and will be responsible for general
familiarity with the docket in the Chapter 11 cases.  Mr. Maue
will be deemed to have filed a request for notice of papers filed
in the Debtors' Chapter 11 cases.

Mr. Maue's fees and expenses will be subject to application and
review pursuant to Federal Rule of Evidence 706(b), and will be
paid from the Debtors' estates as an administrative expense under
Section 503(b)(2) of the Bankruptcy Code.  The total fees paid to
the fee auditor for his services will be charged at his ordinary
hourly rate for services of this nature.

In conjunction with the appointment of a fee auditor, Judge Carey
says it is necessary to establish uniform procedures for the
review, allowance and payment of fees and expenses of applicants
to ensure compliance with Section 330 of the Bankruptcy Code and
other applicable rules and guidelines.

Judge Carey clarifies that the terms of the September 10, 2007
Order Establishing Procedures for Interim Compensation and
Reimbursement of Expenses of Professionals, except that at the
time of filing each monthly fee application and each quarterly
interim fee application, the Applicant will also send to Mr. Maue
the application or request, including the fee detail containing
the time entries and itemized expenses.

With respect to fee applications filed before the Order, each of
the Applicants will provide the Fee Detail to Mr. Maue within 45
days from November 5, 2007.

Judge Carey set certain procedures, which includes:

     * If Mr. Maue has any questions, issues or disputes
       regarding a quarterly interim fee application, he will
       communicate his concerns in writing -- Initial Report --
       to the Applicant within 30 days after the latter of the
       due date of a quarterly interim fee application, or
       service upon Mr. Maue of a quarterly interim fee
       application;

     * Any Applicant who has received an Initial Report may
       respond to the questions, issues or disputes raised within
       10 days after the date of the Initial Report;

     * Mr. Maue will file with the Court a final report with
       respect to each quarterly interim fee application within
       the latter of 30 days after the date of the Initial
       Report, or 20 days after the receipt of a response to the
       Initial Report.  The final report will be served upon the
       affected Applicant and certain notice parties;

     * Within 15 days after the date of the Final Report, the
       subject Applicant may file with the Court a response to
       the Final Report, which will be served upon the Notice
       Parties.  Hearings on all quarterly interim fee
       applications for a particular interim quarterly period
       will be scheduled by the Court in consultation with the
       Debtors' counsel after Mr. Maue has filed final reports
       for all quarterly interim fee applications for the period;
       and

     * Should an Applicant fail to meet one or more deadlines for
       the review of a quarterly interim fee application, and, in
       the sole discretion of Mr. Maue, the Applicant's failure
       to meet the deadlines does not allow sufficient time for
       the review process to be completed, the quarterly interim
       fee application will be heard at a subsequent hearing
       date.

Judge Carey says that Mr. Maue will be available for deposition
and cross-examination by the Debtors, Creditors Committee, the
United States Trustee and other interested parties, consistent
with Rule 706 of the Federal Rules of Evidence.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused          
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


INFINITY ENERGY: Earns $3.2 Million in 3rd Quarter Ended Sept. 30
-----------------------------------------------------------------
Infinity Energy Resources Inc. reported Monday its operating
results for the third quarter and first nine months of 2007.

The company reported net income of $3.2 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$28.3 million for the corresponding quarter of 2006.

Net income from continuing operations was $3.1 million for the
third quarter of 2007, versus a net loss from continuing
operations of $32.6 million in the three months ended Sept. 30,
2006.  

For the three months ended Sept. 30, 2007, revenues approximated
$2.5 million, compared with approximately $3.7 million in the
third quarter of 2006.  The $1.3 million, or 34%, decrease in
revenue consisted of an approximate $100,000 decrease attributable
to lower average prices and a $1.2 million decrease attributable
to lower oil and gas production.  

Net income in the third quarters of 2007 and 2006 benefited from
$4.8 million and $11.9 million of income related to changes in
derivative values, respectively.  In the third quarter of 2006,
the company reported a $15.0 million ceiling write-down of oil and
gas properties and a $26.9 million charge related to the early
extinguishment of debt.

For the nine months ended Sept. 30, 2007, revenues approximated
$7.1 million, compared with approximately $9.5 million in the
first nine months of 2006.  The $2.4 million, or 25%, decrease in
revenue consisted of an approximate $500,000 decrease attributable
to lower average prices and a $1.9 million decrease attributable
to lower oil and gas production.

The company reported a net loss of $16.6 million in the first nine
months of 2007, versus a net loss of $36.9 million in the nine
months ended Sept. 30, 2006.  Net income in the first nine months
of 2007 and 2006 benefited from $4.5 million and $11.7 million of
income related to changes in derivative values, respectively.  In
the first nine months of 2007, the company reported a
$15.8 million ceiling write-down of oil and gas properties, versus
a ceiling write-down of $26.6 million in the first nine months of
2006.  Nine-month results in 2006 also included a charge of
$27.1 million related to the early extinguishment of debt.

EBITDA (earnings from continuing operations before interest,
income taxes, depreciation, depletion, amortization and accretion
expenses, gains and losses on the sale of assets, expense related
to the early extinguishment of debt, change in derivative fair
value and ceiling write-down of oil an gas properties) for the
three- and nine-month periods ended Sept. 30, 2007, totaled
$643,000 and $639,000, respectively.

Exploration and production operations produced 340 MMcfe (3.7
MMcfe per day) and 996 MMcfe (3.6 MMcfe per day) during the three
and nine months ended Sept. 30, 2007, respectively, compared with
500 MMcfe (5.4 MMcfe per day) and 1,242 MMcfe (4.6 MMcfe per day)
in the respective prior-year periods.

Approximately $5.0 million in net cash was used in operating
activities during the nine months ended Sept. 30, 2007, compared
with $13.5 million in net cash provided by operating activities in
the corresponding period of the previous year.  Net cash used in
investing activities, including capital expenditures involving
exploration and production activities, totaled $16.7 million in
the first nine months of 2007, versus $29.0 million in the nine
months ended Sept. 30, 2006.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$55.5 million in total assets, $33.7 million in total liabilities,
and $21.8 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $3.1 million in total current
assets available to pay $31.9 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?2543

                       Management Comments

"Our new management team is working diligently, and making
progress, on addressing the company's borrowing deficiency with
Amegy Bank and positioning Infinity to pursue the development
potential of its properties in Texas and offshore Nicaragua,"
stated Stanton E. Ross, chief executive officer of Infinity Energy
Resources Inc.

"The workout agreement with our bank is progressing well,"
continued Ross.  "We have entered into two non-binding letters of
intent with a substantially larger oil and gas exploration company
to farm in to Infinity's acreage position in Erath and Hamilton
Counties in Texas, and to purchase all of our oil and gas
producing properties in the Rocky Mountains.  While there can be
no assurance that these transactions will occur, we are optimistic
and expect to release additional information prior to the end of
this month."

"In addition, I am pleased to report that progress continues
regarding our 1.4 million-acre oil and gas concession offshore
Nicaragua, which we believe has the potential to be the company's
most valuable asset.  Negotiations between federal and regional
governmental agencies in Nicaragua regarding a variety of issues
have been ongoing for the past several months, and based upon
recent progress, I will be traveling to Managua later this month.
We are hopeful that all issues regarding our contract will be
finalized before year- end, in which case we expect to move
forward with additional seismic and development work in early
2008," concluded Ross.

                      About Infinity Energy

Headquartered in Denver, Infinity Energy Resources Inc. (NasdaqGM:
IFNY) -- http://www.infinity-res.com/-- is an independent energy  
company engaged in the exploration, development production of
natural gas and oil and the acquisition of natural gas and oil
properties in Texas and the Rocky Mountain region of the United
States.  The company also has a 1.4 million-acre oil and gas
concession offshore Nicaragua in the Caribbean Sea.

                Amegy Bank Deficiency and Defaults       

Under the Forbearance Agreement entered into with Amegy Bank N.A.
in August, Infinity is required to repay an $11.5 million
borrowing base deficiency by Nov. 30, 2007.  In order to satisfy
the $11.5 million borrowing base deficiency, Infinity is required
to sell the assets of Infinity Oil & Gas of Wyoming Inc., which
holds its Rocky Mountain oil and gas assets, and may be required
to sell Infinity Oil and Gas of Texas Inc.

In addition, Infinity is currently in default under the loan
agreement with Amegy.  The company failed to meet certain  
financial and other covenants during the three months ended
Sept. 30, 2007, including the interest coverage ratio and the
funded debt to EBITDA ratio.  Although Infinity intends to seek
waivers of existing and future defaults as they occur, Amegy
currently has the right to declare an event of default and
foreclose on substantially all of Infinity's assets.


JEFFREY BRUNO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Jeffrey E. Bruno
         Dana S. Bruno
         42 Field Street
         Norwalk, CT 06851

Bankruptcy Case No.: 07-50693

Chapter 11 Petition Date: November 12, 2007

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtors' Counsel: Ellery E. Plotkin, Esq.
                  Ellery E. Plotkin, LLC
                  777 Summer Street
                  2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Patriot National Bank                        $32,776
900 Bedford Street
Stanford, CT 06901

TD Bank North NA - CT                        $19,725
P.O. Box 9547
Portland, ME 04112-9547

American Express                             $17,979
c/o  GC Services
6330 Gulfton
Houston, TX 77081

Washington Mutual Bank                       $14,831

BMW Bank of North America                    $13,775

Capital One Bank                             $10,565

DMCCB                                        $10,310

Ameriquest                                    $8,818

Bank of America                               $8,403

Macy's                                        $7,676

Brooks Brothers                               $6,777

Chase                                         $6,247

Chrysler Financial                            $4,975

Internal Revenue Services                     $4,878

Chase Bank, USA                               $4,084

Dell Financial Services                       $4,051
c/o Primary Financial Services

Dell Financial Services                       $3,162
DFS Acceptance

Capital One Bank                              $2,493

HSBC Bank Nevada N.A.                         $1,994

DSNB/VISA                                     $1,685


JOHN CONNERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: John Michael Conners
        1570 Kildare Way
        Pinole, CA 94564

Bankruptcy Case No.: 07-43823

Chapter 11 Petition Date: November 8, 2007

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin Street, Suite 301
                  Oakland, CA 94612
                  Tel: (510) 839-5333

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


KKR FINANCIAL: Moody's Assigns Low-B Ratings on $62 Million Notes
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by KKR Financial CLO 2007-A Ltd.:

   -- Aaa to the $1,126,300,000 Class A Senior Secured
      Floating Rate Notes, Due 2017;

   -- Aa2 to the $30,000,000 Class B Senior Secured Floating
      Rate Notes, Due 2017;

   -- A2 to the $70,000,000 Class C Deferrable Mezzanine
      Secured Floating Rate Notes, Due 2017;

   -- Baa2 to the $57,000,000 Class D Deferrable Mezzanine
      Floating Rate Notes, Due 2017;

   -- Ba2 to the $45,000,000 Class E Deferrable Mezzanine
      Floating Rate Notes, Due 2017; and

   -- B2 to the $17,000,000 Class F Deferrable Mezzanine
      Floating Rate Notes, Due 2017.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of senior
secured loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

KKR Financial Advisors II LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


LAWRENCE SALANDER: Needs $200,000 DIP Fund to Pay Attorneys
-----------------------------------------------------------
Lawrence B. Salander and Julie D. Salander ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
borrow $200,000 debtor-in-possession financing from First Republic
Bank, their largest secured creditor.  The Debtors also ask the
Court's permission to use their secured creditors' cash
collateral.

The Debtors tell the Court that they urgently need the $200,000
DIP money from the lender to cover immediate attorney fees and
expenses related to preservation of the collateral.

The Debtors do not believe that any party has a lien on its cash;
but they do not have access to their records.  Although the First
Republic has not asserted a lien on the Debtors' cash, once the
DIP agreement is approved, First Republic will have a postpetition
lien on the Debtors' cash.  The Debtors tell the Court that First
Republic is willing to allow the Debtors to use its cash
collateral, on the Courts' interim approval of the DIP agreement.

According to the Debtors, they could not find alternative lenders
since their assets have been frozen and seized.

The DIP facility has an interest at prime plus 5%, payable monthly
in arrears.

In addition, the Debtors request to borrow an additional $300,000
under the DIP agreement with First Republic, pending Court's
approval.

                   About Lawrence B. Salander

Lawrence B. Salander and his wife, Julie D. Salander, of
Millbrook, New York, has membership interests in galleries  
including non-debtor entities, Renaissance Art Investors and
Salander Decorative Arts LLC.  The couple filed for chapter 11
protection on Nov. 2, 2007 (Bankr. S.D.N.Y. Case No. 07-36735).  
Douglas E. Spelfogel, Esq. and Richard J. Bernard, Esq. at Baker &
Hostetler LLP and Susan P. Persichilli, Esq. at Buchanan Ingersoll
PC represent the Debtors in their restructuring efforts.  When
they filed for bankruptcy, Mr. and Mrs. Salander listed assets and
debts between $50 million and $100 million.

The couple owns New York-based Salander-O'Reilly Galleries LLC --
http://www.salander.com/-- which exhibits and manages fine art  
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners
are Carol F. Cohen of Two Swans Farm claiming  $4,607,900; Giorgio
Cavallon Family LP with $960,000 claim; and Richard Ellenberg with
a contract claim of $50,400.  Amos Alter, Esq. at Troutman Sanders
LLP and John Koegel, Esq. at The Koegel Group LLP are counsels to
the petitioners.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, and independent turnaround firm.


LAWRENCE SALANDER: Creditor Balks at DIP Pact with First Republic
-----------------------------------------------------------------
Utilities & Industries Management Corp., a creditor in the
bankruptcy cases of Lawrence B. Salander and Julie D. Salander,
asks Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York to bar the Debtors from accessing  
First Republic's debtor-in-possession fund and cash collateral.

According to Utilities, the Debtors do not need the DIP financing
since its gallery, Salander-O'Reilly Galleries LLC already has a
pending request with the Court to borrow DIP financing from First
Republic Bank.

Utilities & Industries contends that the Debtors reason to borrow
the funds, which is to escrow future fees accrued by their
counsel, is not valid.  U&I recommends that the Court should wait
until the Debtors have filed their complete schedules of assets
and liabilities "in order to get a clearer picture of the Debtors'
financial situation".

U&I reminds the Court that the Debtors are the subject of a highly
publicized scheme of misappropriating millions of dollars which
are proceeds from the sale of various art works.  Utilities tells
the Court that the Debtors omitted in its first day affidavit a
pending state court proceeding Utilities filed against them.

Finally, Utilities tells the Court that the Debtors' request for
DIP financing mainly attempts to cross collateralize the DIP
lender's prepetition claims and to give it a greater priority by
virtue of the DIP agreement.  Hence, the DIP financing is not
necessary because this augmentation of the DIP lender's secured
status is "even more offensive".

The Court is set to hear the matter today, at 3:00 p.m.

Matthew D. Brown, Esq., at Cullen and Dykman LLP is counsel to
Utilities & Industries Management Corp.

                   About Lawrence B. Salander

Lawrence B. Salander and his wife, Julie D. Salander, of
Millbrook, New York, has membership interests in galleries  
including non-debtor entities, Renaissance Art Investors and
Salander Decorative Arts LLC.  The couple filed for chapter 11
protection on Nov. 2, 2007 (Bankr. S.D.N.Y. Case No. 07-36735).  
Douglas E. Spelfogel, Esq. and Richard J. Bernard, Esq. at Baker &
Hostetler LLP and Susan P. Persichilli, Esq. at Buchanan Ingersoll
PC represent the Debtors in their restructuring efforts.  When
they filed for bankruptcy, Mr. and Mrs. Salander listed assets and
debts between $50 million and $100 million.

The couple owns New York-based Salander-O'Reilly Galleries LLC --
http://www.salander.com/-- which exhibits and manages fine art  
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners
are Carol F. Cohen of Two Swans Farm claiming  $4,607,900; Giorgio
Cavallon Family LP with $960,000 claim; and Richard Ellenberg with
a contract claim of $50,400.  Amos Alter, Esq. at Troutman Sanders
LLP and John Koegel, Esq. at The Koegel Group LLP are counsels to
the petitioners.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, and independent turnaround firm.


LAWRENCE SALANDER: Wants Until December 17 to File Schedules
------------------------------------------------------------
Lawrence B. Salander and Julie D. Salander ask the U.S. Bankruptcy
Court for the Southern District of New York to extend until
Dec. 17, 2007, the period within which they can file their
schedules of assets and liabilities and statement of financial
affairs.

The Debtors tell the Court that due to an execution of a subpoena
of documents, they currently do not have access to records and
information needed to complete their schedules and statement.  
However, the Debtors anticipate to gain access to these
information in the coming weeks or within 45 days.

Prior to bankruptcy, the Debtors were served with certain search
warrants and governmental units impounded their personal business
records.

                    About Lawrence B. Salander

Lawrence B. Salander and his wife, Julie D. Salander, of
Millbrook, New York, has membership interests in galleries  
including non-debtor entities, Renaissance Art Investors and
Salander Decorative Arts LLC.  The couple filed for chapter 11
protection on Nov. 2, 2007 (Bankr. S.D.N.Y. Case No. 07-36735).  
Douglas E. Spelfogel, Esq. and Richard J. Bernard, Esq. at Baker &
Hostetler LLP and Susan P. Persichilli, Esq. at Buchanan Ingersoll
PC represent the Debtors in their restructuring efforts.  When
they filed for bankruptcy, Mr. and Mrs. Salander listed assets and
debts between $50 million and $100 million.

The couple owns New York-based Salander-O'Reilly Galleries LLC --
http://www.salander.com/-- which exhibits and manages fine art  
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners
are Carol F. Cohen of Two Swans Farm claiming  $4,607,900; Giorgio
Cavallon Family LP with $960,000 claim; and Richard Ellenberg with
a contract claim of $50,400.  Amos Alter, Esq. at Troutman Sanders
LLP and John Koegel, Esq. at The Koegel Group LLP are counsels to
the petitioners.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, and independent turnaround firm.


LEVITT AND SONS: Wants to Hire Berger Singerman as Bankr. Counsel
-----------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates ask authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Berger Singerman, P.A., as their counsel, nunc pro tunc to
Nov. 9, 2007.

Lawrence E. Young, managing director at  AlixPartners, LLP, and
chief restructuring officer of Levitt and Sons, LLC, relates that
Berger Singerman has substantial experience in bankruptcy cases
before the Court and others, and is well-qualified to act as
counsel for the Debtors.

As counsel, the firm will:

   (a) advise the Debtors with respect to their responsibilities
       in complying with the United States Trustee's Guidelines
       and Reporting Requirements and with the rules of the
       Court;

   (b) prepare motions, pleadings, orders, applications,
       adversary proceedings, and other legal documents necessary
       in the administration of the Debtors' Chapter 11 cases;

   (c) protect the interests of the Debtors in all matters
       pending before the Court; and

   (d) represent the Debtors in negotiations with their creditors
       and in the preparation of a plan.

Berger Singerman's hourly rates, subject to adjustments, are:

      Professionals                        Hourly Rate
      -------------                        -----------
      Paul Singerman, Esq.                     $475
      Jordi Guso, Esq.                         $435
      Leslie Gern Cloyd, Esq.                  $435
      Associate attorneys                  $250 - $370
      Legal assistants and paralegals       $75 - $160

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, an attorney at and shareholder of the firm, discloses
that the firm's conflicts check system revealed certain parties
represented, or is being represented, by the firm, none of which
impairs the firm's disinterestedness or constitutes any conflict
of interest.

Berger Singerman neither holds nor represents any interest
adverse to the Debtors and is a "disinterested person" within the
scope and meaning of Section 101(14) of the Bankruptcy Code, Mr.
Singerman states.  Neither he nor the firm has or will represent
any other entity in connection with the Debtors' Chapter 11 cases
and accept any fee from any other party or parties, except the
Debtors, unless otherwise authorized by the Court, he continues.

The Debtors retained Berger Singerman to act as their legal
counsel in connection with restructuring matters on Aug. 28, 2007.  
Since then, the firm has provided prepetition services to the
Debtors.  Mr. Singerman discloses that a total of $1,526,271
was received between the period September 25 and Nov. 8, 2007.

According to Mr. Singerman, the firm has applied the amount in
payment in full of its prepetition fees and expenses, and after
doing so, $825,000 will be held by Berger Singerman as security
for the fees and costs that may be awarded to it by the Court --
$750,000 as fee retainer, and $75,000 as cost deposit.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of   
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its     
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/ or 215/945-7000)


LEVITT AND SONS: Selects AP Services as Crisis Managers
-------------------------------------------------------
Levitt and Sons, LLC and its debtor-affiliates ask permission from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ AP Services, LLC as their crisis managers, nunc pro tunc to
Nov. 9, 2007.

In addition, the Debtors ask the Court for authority to designate
Lawrence E. Young as chief restructuring officer, and designate
John Dischner as executive vice president to the Debtors.

Seth Wise, the Debtors' president, tells the Court that Messrs.
Young and Dreschner have over 15, and 10, years of experience in
crisis management and business reorganizations, and have
demonstrated expertise assisting companies with financial
restructurings, operational improvement plans and cash management.

The Debtors seek to employ APS pursuant to the terms of an
engagement letter between APS and the Debtors, effective as of
October 22, as amended.  APS will provide restructuring
management services, including providing Mr. Young to serve as
CRO and Mr. Dischner to serve as EVP.  APS will also:

    -- assist the Debtors in evaluating and implementing
       strategic and tactical options through the restructuring
       process;

    -- provide certain additional temporary staff to assist the
       Debtors in their restructuring efforts;

    -- assist with the preparation of the statement of financial
       affairs, schedules and other regular reports required by
       the Bankruptcy Code or the Court or which are customarily
       issued by the chief financial officer;

    -- assist in preparing for and filing of bankruptcy cases for
       the Debtors, coordinating and providing administrative
       support for the cases and developing a plan of
       reorganization or other appropriate case resolution, if
       necessary; and

    -- management of the claim and claim reconciliation
       processes.

APS and Messrs. Young and Dischner will be paid in accordance to
the firm's hourly rates, subject to changes:

      Professionals                          Hourly Rates
      -------------                          ------------
      Lawrence Young                             $725
      John Dischner                              $575
      Michelle Campbell                          $550
      Barry Folse                                $700
      Drew Lockard                               $420
      Pat Murray                                 $350
      Jason Kilpela                              $350
      Colin Keenan                               $350
      Omar Zaidi                                 $350
      Michelle Smith                             $350

APS has received a $1,500,000 retainer from the Debtors, to be
applied against fees and expenses in the Debtors' Chapter 11
cases.

If APS wants to augment its professional staff with independent
contractors, it will file, and require the Independent Contractor
to file, 2014 affidavits indicating that the Independent
Contractor has reviewed the list of the interested parties in the
Debtors' Chapter 11 cases.  The Independent Contractor must
remain disinterested during the time APS is involved in providing
services on behalf of the Debtors, and represent that he will not
work for the Debtors or other interested parties during the time
APS is involved in providing services to the Debtors.

Mr. Wise notes that it is APS' standard practice to charge for an
Independent Contractor's services at the APS' rate for an
employee of comparable skill and experience, which rate typically
exceeds the compensation provided by APS to the Independent
Contractor.

APS employees serving as officers of the Debtors, including the
CRO and EVP, will be entitled to receive whatever indemnities are
made available, during the term of ASP's engagement, to other --
non-APS affiliated -- officers of the Debtors.

Nonetheless, Mr. Young ascertains that the firm holds no adverse
interest as to matter for which it has been employed by the
Debtors.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of   
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its     
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis manager, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/ or 215/945-7000)


LEVITT AND SONS: Wants Court's OK to Use Lenders' Cash Collateral
-----------------------------------------------------------------
Levitt and Sons, LLC and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
use existing cash on hand, including the cash collateral in which
their bank lenders may claim an interest.

Lawrence E. Young, a managing director at AlixPartners, LLP, and
chief restructuring officer of Levitt and Sons, LLC, relates that
the Debtors need immediate access to Cash Collateral to continue
to operate, and pay wages and other direct operating expenses.

As of the Debtors' bankruptcy filing, LAS had roughly $4,700,000
of unrestricted cash on hand. Pursuant to the Debtors' 13-week
cash flow forecast ending Feb. 8, 2008, the Debtors anticipate
making $8,413,100 in total disbursements during the period,
including $488,900 during the week ended Nov. 16, 2007.  The
Debtors expect receiving $7,438,200 from business operations as
well as the sale of certain assets during the period.

Mr. Young says LAS's cash on hand is maintained at accounts with
City National Bank in the company's name.  The cash on hand
includes funds advanced by Levitt Corp. to LAS, the proceeds of
lot sales remitted in the ordinary course of business by LAS's
subsidiary to LAS, and other receipts of LAS.  None of the
lenders has control of the City National Bank accounts.

Prior to bankruptcy, LAS financed the purchase and development of
residential projects through loans from five Bank of America;
KeyBank, N.A.; AmTrust, FSB formerly known as Ohio Saving Bank;
Regions Bank, N.A.; and Wachovia Bank, N.A.  Each of the loans are
secured by mortgages on the real estate owned by certain of the
Debtors.  Generally, the lenders have discrete collateral that is
grouped geographically.

Additionally, in Tennessee, Regions Bank, N.A., as successor to
Union Planters Bank, Wachovia Bank, N.A. and Financial Federal
Savings Bank financed the construction of certain of the Debtors'
models and spec homes.

The Debtors' outstanding obligations under various credit
facilities are:

                                           Outstanding Balance
   Prepetition Facility                    As of Sept. 30, 2007
   --------------------                    --------------------
   Credit facility dated August 9, 2005,        $95,000,000
   with KeyBank, N.A.

   Credit facility dated December 2,            $25,000,000
   2005, with Regions Bank, N.A.

   Acquisition, development and                  $9,600,000
   construction revolving loan facility
   dated September 5, 2002, with
   Wachovia Bank, N.A.

   Residential acquisition, development        $102,000,000
   and construction revolving loan
   facility dated May 31, 2006, with
   Wachovia Bank, N.A.

   Credit facility dated September 29,           $8,600,000
   2004, as amended May 8, 2006, with
   Wachovia Bank, N.A.

   Credit facility dated July 15, 2004,          $1,100,000
   with AmTrust Bank

   Credit facility dated October 6,            $103,000,000
   2005, with Bank of America

Each of the lenders holds first liens on the lots and related
improvements.  None of the property of the Debtors is collateral
for more than one of the lenders.

The Debtors also intend to sell homes and lots postpetition.  Mr.
Young says the proceeds of those sales constitutes the cash
collateral of one or more of the lenders.  According to him, the
Debtors also propose to use those proceeds to fund their
postpetition operations in the ordinary course of business in
accordance with the budget.

As adequate protection for the use of cash collateral, the
Debtors propose to grant the lenders replacement liens on all
postpetition property that is of the same nature and type of each
lender's prepetition collateral.

Immediate access to cash collateral, Mr. Young notes, will allow
the Debtors to preserve the value of their assets so as to avoid
immediate and irreparable harm to their estates, and afford the
Debtors adequate time to negotiate and seek approval for
additional cash collateral use, subject to and within the limits
imposed by the budget.

A full-text copy of the Debtors' budget is available at no charge
at http://researcharchives.com/t/s?2549

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of   
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its     
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/ or 215/945-7000)


LEVITZ FURNITURE: Gets Interim Okay to Use GECC's Cash Collateral
-----------------------------------------------------------------
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York gave PLVTZ Inc., dba Levitz Furniture Inc.,
and its debtor-affiliates interim permission to use the cash
collateral securing repayment of their obligations to General
Electrical Capital Corporation.

PLVTZ Chief Financial Officer Kathleen M. Guinnessey said the
Debtor is facing an immediate liquidity crisis.  Absent authority
to use cash collateral, PLVTZ would be forced to immediately
cease all business operations to the direct detriment of all
parties-in-interest.

PLVTZ is seeking to sell off its assets pursuant to competitive
bidding and auction.  While the Debtor is pursuing its options in
chapter 11, it is imperative that it maintain employee, customer
and other relationships to ensure that it maximizes the value of
its estate, Ms. Guinnessey told Judge Gerber at the November 9
hearing.

In the next four weeks ending Dec. 2, 2007, PLVTZ anticipates  
receiving $18,700,000 from operations.  It anticipates making
$25,043,000 in total disbursements, including:

   -- $19,238,000 to fund operations;
   -- $2,850 in payments to major vendors and utilities and other
      bankruptcy-related payments; and
   -- $2,954,000 in fees and other payments to its lenders.

A full-text copy of PLVTZ's four-week cash flow projections is
available at no charge at:

            http://ResearchArchives.com/t/s?2553

Prior to the bankruptcy filing, PLVTZ borrowed funds under a
Credit Agreement, dated Dec. 21, 2006, syndicated by GECC as agent
and lender; and GE Capital Markets Inc., as lead arranger.

Borrowings under the Prepetition Credit Facility were used to
refinance prior indebtedness and for PLVTZ's working capital and
other general corporate purposes.

The Prepetition Credit Facility consists of:

   (a) a $78,000,000 revolving credit facility;
   (b) a $7,000,000 term loan; and
   (c) a swing line loan subfacility under the Revolving Credit
       Facility.

The Prepetition Credit Facility has a five-year term ending on
Dec. 21, 2011.

As of the bankruptcy filing, $32,629,063 was outstanding on the
Prepetition Credit Facility, consisting of $25,629,063
outstanding under the Revolving Credit Facility and $7,000,000
outstanding under the Term Loan.  In addition, roughly $9,900,000
of standby letters of credit were outstanding.

PLVTZ's obligations under the Prepetition Credit Facility are
secured by a first-priority lien on all of PLVTZ's personal
property.  PLVTZ Holdings II, LLC, also guaranteed PLVTZ's
obligations.  Holdings' guaranty is secured by a pledge of
Holdings' shares of common stock in PLVTZ.

PLVTZ is also the obligor under a $22,000,000 Secured Convertible
Debenture, dated Aug. 8, 2007, with YA Global Investments,
L.P., as debenture holder.  The Convertible Debenture is due
Aug. 8, 2010.

As of the Petition Date, the Debtor owed YA $22,704,000.  YA has
the right, at any time, to convert up to $20,000,000 in principal
amount under the Convertible Debenture, together with accrued but
unpaid interest, into shares of common stock of PLVTZ.

The Convertible Debenture is secured by a second-priority lien on
all of PLVTZ's personal property.

GECC and YA are party to a Subordination Agreement dated as of
Aug. 8, 2007.  The parties have agreed that the Debenture
Junior Liens are subordinated to the Senior Liens, and that in
the event PLVTZ filed for bankruptcy, the Debenture Holder is
required to consent to the use of cash collateral consented to by
the Agent or any Lenders so long as the Debenture Holder receives
a junior replacement lien in postpetition assets of the Debtor
that is junior and subordinate to all liens granted pursuant to
the to use cash collateral.

On Nov. 5, 2007, the Debtor received notice from the
Debenture Holder that it had accelerated the maturity of the
Secured Debenture.  Two days later, GECC sent to the Debtor a
Notice of Default, Reservation of Rights and Assessment of
Interest at the Default Rate.  The Debtor acknowledges that the
acceleration of the Secured Debenture constitutes an Event of
Default under the Secured Credit Agreement.

Paul D. Leake, Esq., at Jones Day, in New York, the Debtor's
proposed counsel, relates that the Debtor has negotiated with and
received the consent of its senior secured lender to use Cash
Collateral in accordance with a budget that the Debtor believes
will be sufficient to pay its administrative expenses that become
due and payable before a sale can be consummated.

GECC has agreed to allow the Debtor to use Cash Collateral from
the Petition Date through the earlier to occur of:

   (i) three business days following notice by GECC to the Debtor
       that an Event of Default has occurred and is continuing;
       or

  (ii) Dec. 2, 2007.

After notice of an Event of Default and prior to the termination
of the Specified Period, the Debtor may use Cash Collateral
solely to meet payroll obligations, pay expenses essential to the
preservation of the Debtor and its estate or as agreed by the
Agent in its sole discretion.

Any extension or other modification of the Cash Collateral Budget
will be subject to the prior written approval of GECC and the
Lenders.

The Debtor's right to use Cash Collateral, including any amounts
in the concentration accounts the Debtor maintained with Bank of
America, N.A., and Mellon Bank, N.A., on the Petition Date or
credited to a Concentration Account on or after the Petition
Date, will terminate at the expiration of the Specified Period.

As adequate protection of the interests of GECC and Lenders in
the Prepetition Collateral against any diminution in the value of
their interests in the Collateral as a result of the use of Cash
Collateral, GECC and the Lenders will receive adequate protection
replacement liens which are senior and prior to all other
interests or liens in or on the Collateral.  GECC and the Lenders
will have an allowed superpriority administrative expense claim
against the bankruptcy estate.

PLVTZ will also make adequate protection payments, including
timely payment of interest under the Prepetition Credit Facility
and GECC's legal costs.  The Debtor will also pay to GECC all
cash on hand in excess of $3,000,000 at the end of the week of
November 18, 2007, and in excess of $3,750,000 at the end of the
week of November 25.

The Excess Cash will be applied on account of the Debtor's
obligations under the Prepetition Credit Facility.

The Debtor is also required to set aside $250,000 from the
proceeds of any sale or disposition of the Lenders' Collateral as
security for any reimbursement, indemnification or similar
continuing obligations of the Debtor in favor of GECC or the
Lenders.

The Lenders' Replacement Liens is subject to a carve-out for:

   (a) allowed administrative expenses pursuant to 28 U.S.C.
       Section 1930 (a)(6);

   (b) the lesser of (i) all allowed reasonable fees and expenses
       of attorneys, consultants and financial advisors employed
       by the Debtor and the statutory committee appointed in the
       case and (ii) $1,500,000 provided for in the Budget;

   (c) amounts actually received by the Debtor after November 4,
       2007 as prepayments for goods delivered to the customer or
       otherwise returned or credited to the customer; and

   (d) the costs, fees and expenses of a trustee appointed under
       Chapter 7 of the Bankruptcy Code, not to exceed $50,000.

As adequate protection of the Debenture Holder's interests, the
Debenture Holder will be granted replacement liens on the
Collateral, which will be subject and subordinate to GECC and the
Secured Lenders' Liens, including the Replacement Liens; and the
Carve Out and other Prior Liens.

Any official committee appointed in the case will have 60 days
following retention of counsel to challenge the validity, extent,
perfection or priority of the mortgage, security interests and
liens of GECC, the Lenders or the Debenture Holder with respect
to the Cash Collateral.  If no Statutory Committee is appointed,
other parties-in-interest to the case may present a challenge
within 75 days following the Petition Date.

Pursuant to the stipulation, GECC required the Debtor to meet
these milestones with respect to the disposition of its assets:

   November 16, 2007   PLVTZ must have accepted a stalking horse
                       bid reasonably acceptable to GECC

   November 19, 2007   The Bankruptcy Court must have approved
                       and entered a sales procedures order with
                       respect to the sale of the Debtor's entire
                       chain of store locations or the sale of a
                       substantial portion of the Debtor's assets
                       as a going concern

                       The Court must have approved fees payable
                       to the Stalking Horse Bidder

   November 28, 2007   PLVTZ must have completed the auction

   November 29, 2007   PLVTZ must have received Court approval of
                       the Sale Transaction

                       The Debtor must have executed all related
                       documents

   November 30, 2007   To the extent applicable, the GC Sale
                       must have been consummated, or the Full
                       Chain Liquidation will have commenced.

To the extent that the Debtor is seeking to liquidate its leases
and leasehold interests as part of a Full Chain Liquidation, it
must complete the auction for the Lease Liquidation on or before
November 28; received Court approval of the Lease Liquidation by
November 29; and consummated the Lease Liquidation November 30.

Any objections to the Debtor's use of the Lenders' Cash
Collateral on a permanent basis must be filed by November 19.

GECC is represented in the Debtor's case by Julia Frost-Davies,
Esq., at Bingham McCutchen LLP, in Boston, Massachusetts.  YA is
represented by Stephen D. Lerner, Esq., at Squire, Sanders &
Dempsey L.L.P., in Cincinnati, Ohio.

If any timely objections are received, the Court will hold a
hearing to consider the objections on November 29, 2007 at 12:00
p.m., Eastern Time.  If no objections are timely filed and
served, the November 9 Order will represent and be the final
findings, conclusions and judgment of the Court.

A full-text copy of the Court-approved Cash Collateral
Stipulation is available at no charge at:

               http://ResearchArchives.com/t/s?2554

                     About Levitz Furniture

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,   
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about $245
million in total assets and $456 million in total debts. Nicholas
M. Miller, Esq., and Richard H. Engman, Esq., at Jones Day
represented the Debtors. Jeffrey L. Cohen, Esq., Jay
R. Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward
Kronish LLP served as counsel to the Official Committee of
Unsecured Creditors.  During this period, the Debtors closed
around 35 stores in the Northeast, California, Minnesota and
Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq. and Brad B. Erens, Esq.
at Jones Day represent the Debtors in their restructuring efforts.  
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.  PLVTZ's balance sheet at Sept. 30. 2007, showed
total assets of $177,883,000 and total liabilities of
$152,476,000.  

(Levitz Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MACY'S INC: Earns $33 Million in Third Quarter Ended Nov. 3
-----------------------------------------------------------
Macy's Inc. reported Wednesday net earnings of $33 million for the
third quarter of 2007, ended Nov. 3, 2007.  This compares with
a net loss of 3 million in the same period ended Oct. 28, 2006.

The company reported income from continuing operations of
$33 million for the third quarter ended Nov. 2007, compared with
income from continuing operations of $20 million for the same
13-week period last year.

Results of the third quarter of 2007 includes May Company merger
integration costs of $17 million.

The third quarter of 2006 included merger integration costs and
related merchandise inventory adjustments of $145 million.

For the first three quarters of 2007, Macy's Inc. reported net
income of $143 million compared with net income of $262 million
for the first three quarters of 2006.  Income from continuing
operations was $159 million, compared to income from continuing
operations of $228 million in the first three quarters of 2006.  
Results for the first three quarters of 2007 includes May Company
merger integration costs of $150 million.  The first three
quarters of 2006 included merger integration costs and related
merchandise inventory adjustments of $451 million, as well as
gains on the sale of credit receivables of $191 million.

Terry J. Lundgren, Macy's Inc. chairman, president and chief
executive officer, said, "Despite the unseasonably warm weather in
September and October, we were able to deliver third quarter same-
store sales within our guidance and earnings per share at the top
end of our guidance.  We have a wide range of new and distinctive
merchandise in our assortment for the holiday season at both
Macy's and Bloomingdale's, and we believe we will compete
successfully in the fourth quarter, despite what continues to be a
challenging economic environment."

                              Sales

Sales in the third quarter totaled $5.906 billion, an increase of
0.3% compared to total sales of $5.886 billion in the same period
last year.  On a same-store basis, Macy's Inc.'s third quarter
sales were down 0.8%.  This is within the company's guidance for
third quarter sales to be in the range of down 1% to up 1%.

For the year to date, Macy's Inc.'s sales totaled $17.719 billion,
down 0.5% from total sales of $17.811 billion in the first 39
weeks of 2006.  On a same-store basis, Macy's Inc.'s year-to-date
sales were down 1.0%.

In the third quarter of 2007, the company opened four stores and
closed one.  Macy's opened stores in Northridge and Brea,
California, and Portland, Oregon.  Bloomingdale's opened a store
in Chevy Chase, Maryland.  Macy's closed a store in Columbus,
Ohio.

                         Operating Income

Macy's Inc.'s operating income totaled $183 million or 3.1% of
sales for the quarter ended Nov. 3, 2007, compared to operating
income of $134 million or 2.3% of sales for the same period last
year.  

For the first nine months of 2007, Macy's Inc.'s operating income
totaled $641 million or 3.6% of sales, compared to operating
income of $576 million or 3.2% of sales for the same period last
year.

                            Cash Flow

Net cash provided by continuing operating activities was
$285 million for the first nine months of 2007, compared with
$1.971 billion for the first nine months of last year.  The first
nine months of 2006 included $1.860 billion in proceeds from the
sale of proprietary credit receivables.

Net cash used by continuing investing activities in the first nine
months of 2007 was $618 million, compared with cash provided by
continuing investing activities of $865 million in the first nine
months of last year.  The first nine months of 2007 included
$96 million from the disposal of property and equipment, primarily
from the sale of duplicate facilities associated with the May
Company integration.  In the first nine months of 2006, cash from
continuing investing activities included the company's purchase of
$1.141 billion in credit receivables from General Electric Capital
Corporation, which then were sold to Citigroup for $1.323 billion,  
as well as $1.047 billion in proceeds from the disposition of Lord
& Taylor and $494 million from the disposal of property and
equipment, primarily from the sale of approximately 60 duplicate
store locations.

Net cash used by continuing financing activities was $602 million
in the first nine months of 2007, compared with $2.345 billion in
cash used by continuing financing activities in the first nine
months of last year.  The company issued $2.9 billion in debt in
the first nine months of 2007.

The company repurchased approximately 2.7 million shares of its
common stock for a total of approximately $84 million in the third
quarter of 2007.  In the first nine months of 2007, the company
repurchased approximately 72.2 million shares of its common stock
for approximately $3 billion.  At Nov. 3, 2007, the company had
remaining authorization to repurchase up to approximately
$1.17 billion of its common stock.

At Nov. 3, 2007, the company's consolidated balance sheet showed
$29.669 billion in total assets, $20.229 billion in total
liabilities, and $9.440 billion in total shareholders' equity.

                        About Macy's Inc.

Headquartered in Cincinnati and New York, Macy's Inc. (NYSE: M) --
http://www.fds.com/-- is one of the nation's premier retailers,  
with fiscal 2006 sales of $27 billion.  The company operates more
than 850 department stores in 45 states, the District of Columbia,
Guam and Puerto Rico under the names of Macy's and Bloomingdale's.
The company also operates macys.com, bloomingdales.com and
Bloomingdale's By Mail.  Prior to June 1, 2007, Macy's Inc. was
known as Federated Department Stores Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Moody's Investors Service affirmed all ratings of Macy's Inc.,
including its long term rating of Baa2, Prime 2 short term
rating, and (P)Ba1 Preferred shelf rating but changed the outlook
to negative from stable.  The change in outlook was prompted by
the continuing negative comparable store sales in the former May
doors, credit metrics that are at the trigger points cited in
Moody's Credit Opinion of Feb. 28, 2007, for a downgrade, and the
uncertain outlook on consumer spending that could further delay
improvement in the former May stores' performance.  


MAJESTIC STAR: Moody's Cuts Corporate Family Rating to B2
---------------------------------------------------------
Moody's Investors Service lowered Majestic Holdco, LLC's B2
corporate family and B2 probability of default rating to B3 while
its 12 1/2% discount notes were lowered to Caa2 (LGD-6, 95%) from
Caa1 (LGD-6, 95%).  Majestic Holdco's rating outlook is negative.  

The Majestic Star Casino, LLC's senior secured note rating was
lowered to B2 (LGD-3, 34%) from B1 (LGD-3, 33%) while its senior
unsecured note rating was lowered to Caa2 (LGD-5, 80%) from Caa1
(LGD-5, 80%).

The downgraded ratings of Majestic HoldCo LLC and Majestic Star
Casino LLC is in response to a further decline in consolidated
EBITDA and EBITDA margins and a corresponding weakening of
leverage and coverage measures.

A continued decline in consolidated EBITDA and EBITDA margins
through the third quarter of fiscal 2007 resulting from
significant competition in all of the markets in which Majestic
Star operates, has increased adjusted debt/EBITDA to above 8.5x,
and resulted in adjusted EBITDA coverage of about 1.1x.

Although the company has experienced year-to-date growth in net
revenues, EBITDA has been negatively impacted by the improved
facilities and marketing efforts of competitors in the Black Hawk,
CO market as well as increased levels of marketing and promotions
over the last nine months from competitors in the Tunica, MS
market.  Revenues and EBITDA have also been negatively affected by
construction disruption related to the $32 million Black Hawk
expansion scheduled to open in July 2008.

The negative rating outlook anticipates that Majestic Star's
operating results and liquidity profile will remain vulnerable to
continued competition and promotional activity.  The negative
outlook also considers that, given Majestic's significant debt and
competitive markets, there is a risk that the company might not
meet certain bank agreement covenants in the fourth quarter of
2007.

As a result, Majestic Star may need to seek further amendments to
existing financial covenants.  If the company fails to receive
such future amendments, the ratings would be lowered. Ratings
could also be lowered if Majestic Star's operating results do not
improve in the near-term.  Without significant improvement in
operating results, the company will likely need to refinance its
debt in a manner that materially lowers its debt service
obligations going forward; to the extent that operating and
financial performance remains at current levels, Moody's believes
a default is possible.

Moody's prior rating action related to Majestic Star occurred on
Nov. 13, 2006 when company's rating outlook was revised to
negative from stable.

Majestic Star Casino LLC directly and indirectly owns and operates
riverboat casinos in Gary, Indiana; Tunica, Mississippi; and Black
Hawk, Colorado.  Majestic HoldCo LLC owns 100% of The Majestic
Star Casino LLC.


MAMC WINDWARD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: M.A.M.C. Windward, LLC
        501 Continental Plaza
        3250 Mary Street
        Coconut Grove, FL 33133

Bankruptcy Case No.: 07-19849

Type of Business: The Debtor operates real estate property.

Chapter 11 Petition Date: November 9, 2007

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Mark S. Roher, Esq.
                  101 Northeast 3rd Avenue
                  Suite 1800
                  Fort Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  Fax: (954) 462-4300

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


MATRITECH INC: Sept. 30 Balance Sheet Upside-Down by $9.9 Million
-----------------------------------------------------------------
Matritech Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $6.7 million in total assets, $16.5 million in total
liabilities, and $104,312 in preferred stock, resulting in a
$9.9 million total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $5.5 million in total current
assets available to pay $16.3 million in total current
liabilities.

The company reported a net loss of $4.8 million on revenues of
$4.0 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $2.9 million on revenues of $2.8 million in the
same period in 2006.

The increase in net loss in the third quarter of 2007 was
primarily due to increased SG&A expenses as well as increased non-
cash charges to interest expense related to the 2006 Secured
Convertible Notes.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?254d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 5, 2007,
PricewaterhouseCoopers LLP raised substantial doubt about
Matritech Inc.'s ability to continue as a going concern citing
recurring losses and negative cash flows from operations after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  

                       About Matritech Inc.
                     
Headquartered in Newton, Massachusetts, Matritech Inc. (Amex: MZT)
-- http://www.matritech.com/ -- is a marketer and developer of    
protein-based diagnostic products for the early detection of
cancer.  The company uses its patented proteomics technology to
develop diagnostics for the detection of a variety of cancers.  
The company's first two products, the NMP22(R) Test Kit and
NMP22(R) BladderChek(R) Test, have been FDA cleared for the
monitoring and diagnosis of bladder cancer.  The company has
discovered other proteins associated with cervical, breast,
prostate, and colon cancer.


MISSION BAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mission Bay Ski & Bike, Inc.
        1110 South Street
        Elgin, IL 60123

Bankruptcy Case No.: 07-20870

Chapter 11 Petition Date: November 7, 2007

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Bruce Dopke, Esq.
                  Holleb & Coff
                  P.O. Box 681246
                  Schaumburg, IL 60168
                  Tel: (847) 524-4811
                  Fax: (847) 524-4131

Total Assets: $1,186,375

Total Debts:  $1,183,960

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Trek Bicycle Corp                Goods sold and         $24,050
Lockbox Suite 21957              delivered
Network Place
Chicago, IL 60673-1219

Shimano American Corp.           Goods sold and         $15,070
Shoe Division-Remit              delivered
P.O. Box 513839
Los Angeles, CA 90051-3839

AT&T Real Yellow Pages Dex       Advertising            $14,622
8519 Innovation Way
Chicago, IL 60682-0085

Blue Seventy Wetsuits            Goods sold and         $12,352
                                 delivered

American Bicycle Group           Goods sold and         $10,108
                                 delivered

Zipp/Compositech                 Goods sold and          $7,671
                                 delivered

FIA Card Services                Charges                 $6,614

Felt Racing                      Goods sold and          $6,576

National City Credit Card        Charges                 $6,458

Illinois Department of Revenue   Retailer's Occupation   $6,073
Retailer's Occupation Tax        Tax

Quality Bicycle                  Goods sold and          $5,900
                                 delivered

JB Importers                     Goods sold and          $5,666
                                 delivered

Zoot Sports                      Goods sold and          $5,420
                                 delivered

Bell Sports, Inc.                Goods sold and          $4,305
                                 delivered

Look Cycle USA                   Goods sold and          $4,071
                                 delivered

Windy City Sports                Advertising/Publishing  $3,000

Yellow Book USA                  Advertising             $2,675

Internal Revenue Service         Withholding Taxes       $2,092

Pearl Izumi                      Goods sold and          $1,834
                                 delivered

Northwave Cycling Shoes          Goods sold and          $1,784
                                 delivered


MONDY PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mondy Properties, L.L.C.
        228 Jasmine Drive
        Jackson, MS 39212

Bankruptcy Case No.: 07-03641

Chapter 11 Petition Date: November 13, 2007

Court: Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Edward Ellington

Debtor's Counsel: Derek A. Henderson, Esq.
                  111 East Capitol Street, Suite 455
                  Jackson, MS 39201
                  Tel: (601) 948-3167

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


MORGAN STANLEY: Moody's Affirms Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 14 classes of Morgan Stanley Capital I
Inc., Commercial Pass-Through Certificates, Series 2003-IQ4 as:

   -- Class A-1, $55,390,352, affirmed at Aaa
   -- Class A-2, $449,730,000, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $18,194,000, affirmed at Aaa
   -- Class C, $23,652,000, upgraded to A1 from A2
   -- Class D, $4,549,000, upgraded at A2 from A3
   -- Class E, $7,278,000, affirmed at Baa1
   -- Class F, $7,277,000, affirmed at Baa2
   -- Class G, $8,188,000, affirmed at Baa3
   -- Class H, $8,187,000, affirmed at Ba1
   -- Class J, $3,639,000, affirmed at Ba2
   -- Class K, $1,819,000, affirmed at Ba3
   -- Class L, $5,459,000, affirmed at B1
   -- Class M, $1,819,000, affirmed at B2
   -- Class N, $1,819,000, affirmed at B3
   -- Class MM-A, $10,000,000, upgraded to Baa3 from Ba1
   -- Class MM-B, $5,000,000, upgraded to Ba1 from Ba2

As of the Oct. 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 17% to
$604.3 million from $727.8 million at securitization.  The
certificates are collateralized by 108 loans, ranging in size from
less than 1% to 11.6% of the pool, with the top 10 loans
representing 51.9% of the pool.  The pool includes three shadow
rated investment grade loans, representing 26.6% of the pool. Five
loans, representing 9% of the pool, have defeased and are
collateralized with U.S. Government securities.

The pool has not experienced any losses to date and currently
there are no loans in special servicing.  Thirteen loans,
representing 10.7% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for 93%
of the pool.  Moody's weighted average loan to value ratio for the
conduit component is 78%, compared to 80.4% at Moody's last full
review in May 2006 and compared to 81.3% at securitization.  
Moody's is upgrading Classes C and D due to stable overall pool
performance and increased credit support.

The largest shadow rated loan is the Mall at Millenia Loan
($70 million -- 11.6%), which represents a participation interest
in the senior component of a $195 million mortgage loan.  The loan
is secured by the borrower's interest in a 1.1 million square foot
regional mall located in Orlando, Florida. The mall is anchored by
Bloomingdale's, Macy's and Neiman Marcus.  The in-line space was
99% occupied as of July 2007, compared to 97.2% at last review.  
Moody's current shadow rating is Baa1, compared to Baa2 at last
review.  The property is also encumbered by a $15 million non-
pooled junior loan that serves as the security for non-pooled
Classes MM-A and MM-B. Moody's current ratings for these classes
are Baa3 and Ba1, respectively, compared to Ba1 and Ba2 at last
review.

The second largest shadow rated loan is the Federal Center Loan
($67.5 million -- 11.2%), which represents a participation
interest in a $135 million mortgage loan.  The loan is secured by
two adjacent Class B office buildings located in Washington D.C.  
The buildings total 722,000 square feet and were 99% leased as of
February 2007, essentially the same as at last review.  The
General Services Agency is the largest tenant, occupying about
620,500 square feet under two leases expiring in August 2009
(269,000 square feet) and January 2013 (351,500 square feet).  
Moody's current shadow rating is Baa3, the same as at last review.

The third largest shadow rated loan is the Oakbrook Center Loan
($23 million -- 3.8%), which represents a participation interest
in a $221.1 million mortgage loan.  The loan is secured by a
mixed-use property located in Oak Brook (Chicago), Illinois that
consists of an open-air regional mall, three office buildings and
a ground lease to a hotel and a theater. Oakbrook Center totals
about 2.4 million square feet, of which 1.6 million square feet
serves as collateral for the loan.  The mall is anchored by Lord &
Taylor, Marshall Field's, Neiman Marcus, Bloomingdale's Home,
Nordstrom and Sears.  Occupancy of the in-line and office space as
of March 2007 was 97.6% and 74.9%, respectively, compared to 93.4%
and 76.6% at last review.  Moody's current shadow rating is A1,
the same as at last review.

The top three conduit loans represent 14.7% of the pool.  The
largest conduit loan is the Katy Mills Loan ($55 million -- 9.1%),
which represents a participation interest in a
$148 million mortgage loan.  The loan is secured by the borrower's
interest in a 1.2 million square foot regional mall located in
Katy (Houston), Texas.  The mall is anchored by Bass Pro Shops,
Burlington Coat Factory, AMC Theaters, Bed, Bath & Beyond, and
Marshalls.  The property was 95% occupied as of December 2006,
compared to 89.7% at last review.  The property's performance has
been impacted by increased operating expenses.  Moody's LTV is
92.8%, compared to 91.1% at last review.

The second largest conduit loan is the Encino Place Loan
($18.4 million -- 3%), which is secured by an 84,000 square foot
mixed use retail and office property located in Encino,
California.  The property was 94% leased as of December 2006,
compared to 91% at last review.  Property performance has been
impacted by decreased revenues and increased expenses.  Moody's
LTV is in excess of 100%, the same as at last review.

The third largest conduit loan is the Laurels Apartments Loan
($15.6 million -- 2.6%), which is secured by a 254-unit
multifamily property located in Gainesville, Florida.  The
property was 98% occupied as of December 2006, the same as at last
review.  Moody's LTV is 79.6%, compared to 83% at last review.


NASH FINCH: Earns $15.4 Million in Quarter Ended October 6
----------------------------------------------------------
Nash Finch Company disclosed financial results for the third
quarter ended Oct. 6, 2007.

Net earnings for the third quarter 2007 were $15.4 million, as
compared to net loss of $4.6 million in the prior year quarter.
During the third quarter the company reported the effect of
resolving two Internal Revenue Service examinations, 2003 statute
of limitations expiration and filing of various reports to settle
potential tax liabilities resulting in a decrease to income tax
expense of approximately $4.9 million.  Net earnings for the first
forty weeks of 2007 were $30.3 million, as compared to net
earnings of $3.4 million in the prior-year period.

Total company sales for the sixteen week third quarter of 2007
were $1.3 billion compared to $1.4 billion in the prior-year
quarter.  Sales for the first forty weeks of 2007 were
$3.4 billion compared to $3.5 billion in the prior-year period.
The third quarter and year-to-date sales declines of 4.2% and
2.0%, respectively, result primarily from the transition of a
large customer to another supplier which was announced earlier
this year, the closure of unprofitable retail stores, and to a
lesser degree customer attrition that occurred in 2006 that has
not yet been fully offset by new customer gains in 2007.

"I remain quite pleased with the overall improvements our company
has made thus far this year, and specifically the improvements in
EBITDA visible in the third quarter results," Alec Covington,
President and CEO of Nash Finch, said.  "EBITDA as a percentage of
sales increased once again among all three business units versus
the prior year, a trend which we have been able to sustain
throughout 2007.  These accomplishments have primarily resulted
from improved inventory management resulting in higher gross
margins and lower product cost, as well as significant reductions
in our overall expense structure."

During the third quarter and year-to-date periods of 2007, the
Company repaid $16.0 million and $41.3 million, respectively, of
debt on its senior credit facilities.  The company continues to
focus on effectively managing its working capital, reducing
indebtedness, improving cash flow, and is currently in compliance
with all of its debt covenants.  The debt leverage ratio as of the
end of the third quarter 2007 was 2.51, a significant improvement
from 3.42 at the end of fiscal 2006.  Availability on the
company's revolving credit facility at the end of the quarter was
$105.9 million.

As of Oct. 6, 2007, the company's balance sheet showed total
assets of $981.5 million and total liabilities of $657.9 million,
resulting in a $323.6 million stockholders' equity.

                        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.


NASH FINCH: Board Approves One Million Share Repurchase Program
---------------------------------------------------------------
The Board of Directors of Nash Finch Company authorized, last
week, a share repurchase program authorizing the company to
purchase up to 1 million shares of the company's common stock.  
The program will take effect on Nov. 19, 2007 and will continue
until Jan. 3, 2009.

                       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.


NATURADE INC: Obtains $1.2 Mil. Exit Financing from Redux Holdings
------------------------------------------------------------------
Naturade Inc. said Tuesday that its controlling shareholder, Redux
Holdings Inc., has completed an infusion of new capital into the
company in the amount of $1,200,000, finalizing the plan of
reorganization under Chapter 11 as approved by the United States
Bankruptcy Court allowing Naturade to emerge from bankruptcy.

In addition to a comprehensive debt restructuring, the
reorganization plan features an equity provision rarely observed
in companies emerging from bankruptcy.  Of particular note, the
plan allows for Naturade to retain its status as a public company
through the retention of an equity interest by the existing public
shareholders and the Bankruptcy Code allows for the registration
of all of the equity shares of Naturade.

"Although it has taken a bit longer than originally anticipated,
[Tues]day's news reaffirms that our efforts have been for a good
cause and that the reorganization process remains a valid method
to repair companies that are worth saving," stated Adam Michelin,
Naturade's Chairman. "Naturade is now clear of the bankruptcy
process and has the financial resources to meet the demands of its
customers. Equally important, our employees can refocus their
efforts on rebuilding and growing a premium brand that has helped
develop the 'health food' industry before there was one."

The money was privately raised with help from The Ventana Group
based in Menlo Park and Lawrence Financial Group based in Los
Angeles.

                     About Redux Holdings Inc.

Redux Holdings (PINKSHEETS: RDXH) -- http://www.reduxholdings.com/
-- acquires the assets of companies and isolates, recombines and
manages those assets to increase their value and develop
profitable strategic options.  The company is distinguished by the
extensive experience of its personnel in identifying, analyzing
and stabilizing these business opportunities and effecting
efficient turnaround and asset monetization.

                       About Naturade Inc.

Based in Brea, California, Naturade Inc. (OTC BB:NRDCE.OB) --
http://www.naturade.com/-- distributes nutraceutical supplements.    
The company filed for chapter 11 protection on Aug. 31, 2006
(Bankr. C.D. Calif. Case No. 06-11493).  Richard H. Golubow, Esq.,
Robert E. Opera, Esq. and Sean A. O'Keefe, Esq., at Winthrop
Couchot P.C., in Newport Beach, California, represent the Debtor.  
When the Debtor filed for protection from its creditors, it listed
assets of $10,255,402 and debts of $18,427,161.


NEPTUNE CDO: Moody's Junks Ratings on Six Note Classes
------------------------------------------------------
Moody's Investors Service downgraded seven classes of notes issued
by Neptune CDO V Ltd., with four of these classes left on review
for further possible downgrade.  The notes affected by the rating
action are :

   -- $190,000,000 Class A-1LA-1 Floating Rate Notes Due
      January 2045

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ba1, on review for possible downgrade

   -- $35,000,000 Class A-1LA-2 Floating Rate Notes Due January
      2045

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Caa1, on review for possible downgrade

   -- $25,000,000 Class A-1LB Floating Rate Notes Due January
      2045

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

   -- $41,000,000 Class A-2L Floating Rate Notes Due January
      2045

      Prior Rating: Ba3, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

   -- $9,000,000 Class A-3L Floating Rate Notes Due January
      2045

      Prior Rating: B1, on review for possible downgrade

      Current Rating: Ca

   -- $9,000,000 Class A-4L Floating Rate Notes Due January
      2045

      Prior Rating: Caa2, on review for possible downgrade

      Current Rating: Ca

   -- $10,000,000 Class A-5L Floating Rate Notes Due January
      2045

      Prior Rating: Caa3, on review for possible downgrade

      Current Rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Nov. 2, 2007 of an event of default caused by a failure of the
Senior Class A Overcollateralization Ratio to exceed the required
level pursuant to Section 5.1(f) of the Indenture, dated June 7,
2007.

Neptune CDO V Ltd. is an ABS collateralized debt obligation backed
primarily by a portfolio of RMBS securities, CMBS securities and
ABS CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to effect the calculation of
overcollateralization.  Thus, the Senior Class A
Overcollateralization Ratio failed to meet the required level.

Upon an event of default in this transaction, one of the remedies
available to noteholders is the sale and liquidation of the
collateral securing the notes.  It is not clear at this time
whether this remedy will be selected.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche. Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued.  
Because of this uncertainty, the Class A-1LA-1, Class A-1LA-2,
Class A-1LB and Class A-2L Notes remain on review for possible
downgrade pending the receipt of definitive information.


NEW YORK RACING: U.S. Trustee and PBGC Balk at Chapter 11 Plan
--------------------------------------------------------------
The United States Trustee for Region 2 and Pension Benefit
Guaranty Corporation, a creditor committee member, each filed
their objection to the disclosure statement explaining The New
York Racing Association Inc.'s proposed Chapter 11 Plan of
Reorganization.

The U.S. Trustee and PBGC assert that the Debtor's Disclosure
Statement have failed to provide adequate information under
Section 1125 of the Bankruptcy Code.

The U.S. Trustee points out that statutory fees, which include
quarterly fees due to the U.S. Trustee, should not be classified
as "administrative expense claims" under the Plan.  According to
the U.S. Trustee, the treatment of quarterly fees in the Plan
fails to take into consideration the estate's liability for that
fees under Section 1930(a)(6) of the Bankruptcy Court.

On the other hand, PBGC tells the Court that the Debtor failed to
disclose approximately $14 million in additional contribution due
to certain pension plans, which information is necessary to
determine the feasibility of the Debtor's Plan.  To date, PBGC
says, the Debtor made no statement regarding whether it intends to
satisfy the remaining contribution.

As reported in the Troubled Company Reporter on Oct. 29, 2007, the
Debtor's Plan incorporated a proposed compromise and settlement of
these issues disputed between the Debtor and the State of New York
including, among others:

   a. State's motion to dismiss the Debtor's bankruptcy case;

   b. adversary litigation; and

   c. proofs of claims filed by the State against the Debtor's
      estate.

Salient provisions of the settlement agreement:

   i. The State and the Debtor will enter into the franchise
      agreement that provides the Debtor with franchise from
      Jan. 1, 2008 to Dec. 31, 2037.

  ii. The adversary litigation will be dismissed with prejudice.

iii. The State's request to dismiss will be withdrawn.

  iv. The Debtor will transfer all of its right, title and
      interest in the racetracks to the State.

   v. The State will provide up to $75,000,000 to allow the
      Debtor to satisfy all valid claims.

                        Treatment of Claims

Under the Plan, Administrative, Priority Tax and Priority Non-Tax
Claims will be paid in cash in full.

On the effective date, each holder of Secured Claim will be
entitled to receive, either:

   a) cash payment in full;

   b) sale proceeds of the property securing its claim;

   c) surrender of the property securing its claim; or

   d) other distribution necessary to satisfy the requirments of
      the Bankruptcy Code.

Each holder of General Unsecured Claims will be entitled to
receive an amount equal to the holder's pro rata share of the cash
available for distribution.  Holders are expected to recover 100%
under the Plan.

Subject to certain exceptions, the Debtor tells the Court that the
Unsecured Creditors whose allowed claim is more than $10,000, has
the option to reduce the amount to at least $10,000 and entitled
to receive cash in equal to the amount of the allowed convenience
claim on the effective date.

Holders of Insured Litigation Claims will be entitled to proceed
with the liquidation of their claim, including any litigation
pending as of the Debtor's bankruptcy filing.

Pension Benefit Guaranty Corporation's claim will be withdrawn on
the effective date upon the payment of approximately $17,400,000
into the pension benefit plan, and in turn, the Debtor will assume
the benefit plan and obligation of contributing sponsor under
ERISA.

Holders of Convenience Claims will be entitled to receive cash in
an amount equal to the amount of its claim.  In the alternative,
each holders may elect to be treated as General Unsecured Claim
and receive its pro rata share of the cash available for
distribution.

Penalty Claims will receive its pro rata share of cash available
for distribution under the Plan.

Equity Interest and State Claim holders will not be entitled to
receive or retain any property under the Plan.

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

  http://www.researcharchives.com/bin/download?id=071026012415

A full-texy copy of the Chapter 11 Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=071026012643  

                     About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in     
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NOMURA ALT-A: Moody's Lowers and Reviews Ratings on 10 Deals
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 48 tranches
and placed under review for possible downgrade the ratings of 30
tranches from 10 deals issued by Nomura in 2006 and late 2005.  
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
incorporated its published methodology updates to the non
delinquent portion of the transactions.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2005-AR6

   -- Cl. M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. M-2, Downgraded to Baa3, previously A1,
   -- Cl. M-3, Downgraded to B2, previously A3,
   -- Cl. M-4, Downgraded to Ca, previously Baa1,
   -- Cl. M-5, Downgraded to C, previously Baa3.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-AF1

   -- Cl. I-A-4 Currently Aaa on review for possible downgrade,
   -- Cl. I-A-5 Currently Aaa on review for possible downgrade,
   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Ba2, previously A2,
   -- Cl. I-M-3, Downgraded to Caa2, previously Baa2,
   -- Cl. II-A Currently Aaa on review for possible downgrade,
   -- Cl. C-B-1 Currently Aa2 on review for possible downgrade,
   -- Cl. C-B-2, Downgraded to B2, previously A2,
   -- Cl. C-B-3, Downgraded to Caa3, previously Baa2,
   -- Cl. C-B-4, Downgraded to C, previously Ba3,
   -- Cl. C-B-5, Downgraded to C, previously B2,
   -- Cl. III-A-2 Currently Aaa on review for possible
      downgrade,
   -- Cl. IV-A-2 Currently Aaa on review for possible
      downgrade,
   -- Cl. V-A Currently Aaa on review for possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-AF2

   -- Cl. I-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. I-M-2, Downgraded to Baa2, previously A2,
   -- Cl. I-M-3, Downgraded to B2, previously Baa2,
   -- Cl. II-A Currently Aaa on review for possible downgrade,
   -- Cl. C-B-1 Currently Aa2 on review for possible downgrade,
   -- Cl. C-B-2, Downgraded to B2, previously A2,
   -- Cl. C-B-3, Downgraded to Caa2, previously Baa2,
   -- Cl. III-A-2 Currently Aaa on review for possible
      downgrade,
   -- Cl. IV-A Currently Aaa on review for possible downgrade,
   -- Cl. V-A-2 Currently Aaa on review for possible downgrade,
   -- Cl. V-M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. V-M-2, Downgraded to Baa2, previously A1,
   -- Cl. V-M-3, Downgraded to Ba2, previously A3,
   -- Cl. V-M-4, Downgraded to B2, previously Baa1,
   -- Cl. V-M-5, Downgraded to Caa3, previously Baa3.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-AP1

   -- Cl. M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. M-2, Downgraded to Baa2, previously A2,
   -- Cl. M-3, Downgraded to B3, previously Baa2,

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-AR1

   -- Cl. B-1 Currently Aa2 on review for possible downgrade,
   -- Cl. B-2, Downgraded to Baa3, previously A2,
   -- Cl. B-3, Downgraded to B3, previously Baa2,
   -- Cl. B-4, Downgraded to Caa3, previously Ba2,
   -- Cl. B-5, Downgraded to C, previously B2,
   -- Cl. V-M-2, Downgraded to Baa1, previously A1,
   -- Cl. V-M-3, Downgraded to Ba3, previously A3,
   -- Cl. V-M-4, Downgraded to Ca, previously Baa1,
   -- Cl. V-M-5, Downgraded to C, previously Baa3.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-AR2

   -- Cl. I-A Currently Aaa on review for possible downgrade,
   -- Cl. C-B-1 Currently Aa2 on review for possible downgrade,
   -- Cl. C-B-2, Downgraded to B1, previously A2,
   -- Cl. C-B-3, Downgraded to Caa2, previously Baa2,
   -- Cl. C-B-4, Downgraded to C, previously Ba2,
   -- Cl. C-B-5, Downgraded to C, previously B2,
   -- Cl. II-A-3 Currently Aaa on review for possible
      downgrade,
   -- Cl. III-M-1 Currently Aa2 on review for possible
      downgrade,
   -- Cl. III-M-2, Downgraded to A3, previously A1,
   -- Cl. III-M-3, Downgraded to Ba1, previously A3,
   -- Cl. III-M-4, Downgraded to B2, previously Baa1,
   -- Cl. III-M-5, Downgraded to Ca, previously Baa3.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-AR3

   -- Cl. M-1 Currently Aa2 on review for possible downgrade,
   -- Cl. M-2, Downgraded to A3, previously A1,
   -- Cl. M-3, Downgraded to Baa3, previously A3,
   -- Cl. M-4, Downgraded to Ba3, previously Baa1,
   -- Cl. M-5, Downgraded to B2, previously Baa3.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-AR4

   -- Cl. A-1B Currently Aaa on review for possible downgrade,
   -- Cl. A-4A Currently Aaa on review for possible downgrade,
   -- Cl. A-4B 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 Ba3, previously A3,
   -- Cl. M-6, Downgraded to Caa1, previously Baa1,
   -- Cl. M-7, Downgraded to Ca, previously Baa3.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-WF1

   -- Cl. M-3, Downgraded to Baa3, previously Baa2,
   -- Cl. M-4, Downgraded to Ba3, previously Baa3.

Issuer: Nomura Home Equity Loan, Inc. Home Equity Loan Trust,
        Series 2006-AF1

   -- 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.


NOVASTAR FINANCIAL: Has $80.7 Million Equity Deficit at Sept. 30
----------------------------------------------------------------
NovaStar Financial Inc.'s balance sheet as of Sept. 30, 2007,
showed total assets of $4.54 billion, total liabilities of
$4.62 billion, resulting in total stockholders' deficit of
$80.7 million.

NovaStar reported a net loss available to common shareholders of
$598.0 million for the third quarter ended Sept. 30, 2007.  Third-
quarter 2006 net income available to common shareholders was
$25.3 million.  For the third quarter ended Sept. 30, 2007, the
company had a net loss of $595.3 million on interest income of
$96.9 million, as compared with net income of $28.5 million on
interest income of $98.1 million.  For the third quarter 2007,
NovaStar raised its provisions for credit losses to $99.1 million
from $10.2 million in the same quarter a year ago.

Faced with continued deterioration of nonprime lending
fundamentals and the secondary market for loans, NovaStar has
taken several actions to preserve liquidity, curtail risks
associated with originating or holding loans and reduce its
workforce.

NovaStar implemented these actions during the third quarter:

   -- The company raised $48.8 million in equity capital in July
      through a sale of convertible preferred securities to
      institutional investors.  As conditions deteriorated
      further, additional fundraising through a shareholder rights
      offering was canceled in September.

   -- NovaStar suspended wholesale lending operations in August,
      closing two operations centers and reducing its workforce,
      while meeting loan commitments that already had been made.

   -- The company sharply reduced retail, or direct-to-consumer,
      activity.  About 12 retail offices were closed in September,
      the workforce was further reduced, and the remaining retail
      organization shifted to brokering loans for other lenders
      rather than originating loans for NovaStar.

   -- The company transferred $300.5 million in mortgage loans in
      a transaction that was a sale from a legal perspective but a
      financing transaction for GAAP financial reporting.  The
      sale resulted in a decrease in cash of approximately
      $5 million.  These loans had not been securitized, and the
      sale enabled the company to reduce warehouse borrowing, as
      well as to eliminate exposure to cash margin calls in
      connection with the loans.

   -- In September, NovaStar canceled a dividend that had been
      planned based on its 2006 taxable income as a Real Estate
      Investment Trust.  This caused the company's REIT status to
      be terminated, retroactive to Jan. 1, 2006, and NovaStar is
      now taxed as a C corporation.

Subsequent to Sept. 30, 2007, NovaStar has taken these additional
steps:

   -- NovaStar sold mortgage servicing rights and servicing
      advances related to securitized loans to another servicer
      for proceeds of approximately $147 million, after deduction
      of certain expenses and a $7.9 million holdback, closing the
      transaction on Nov. 1, 2007.  Proceeds were used to reduce
      debt and for working capital.  The holdback is to be
      released upon the delivery of all closing documents and is
      expected to be used to reduce debt.

      NovaStar has substantially reduced its servicing staff to
      handle a significantly smaller number of loans.

   -- The company sold $364.3 million in mortgage loans.  The cash
      impact for loans that settled in the fourth quarter will be
      minimal.

   -- In the interest of conserving liquidity, the Board of
      Directors has suspended payment of the next regularly
      scheduled dividend on the company's Series C Preferred Stock
      and Series D-1 Preferred Stock.

   -- NovaStar has requested a review of a determination by NYSE
      Regulation Inc., that the company's common stock and Series
      C Preferred stock should be de-listed by the exchange.  The
      review of this determination is scheduled for Dec. 5, 2007.
      However, the company believes there is a high likelihood
      that its securities will be de-listed from the NYSE
      following the review.  Although NovaStar is exploring
      alternative arrangements for the listing or quoting of its
      common stock and preferred stock, trading is likely to take
      place on the OTCBB.

"As the mortgage environment has grown progressively worse through
2007, we have greatly reduced our business activity and simplified
our organization," said Scott Hartman, Chairman and Chief
Executive Officer.  "Going forward, our strategy is to manage the
cash flows from our portfolio of mortgage-backed securities and
operate our retail brokerage operations."

                 Liquidity and Borrowing Capacity

Subsequent to the end of the third quarter, NovaStar completed the
sale of mortgage servicing rights and servicing advances to Saxon
Mortgage Services Inc.  Total proceeds to NovaStar, resulting from
the transaction were approximately $147 million after deduction of
certain expenses and a $7.9 million holdback.  Proceeds were used
to reduce debt and for working capital.  The holdback is to be
released upon the delivery of all closing documents and is
expected to be used to reduce debt.

As of Sept. 30, 2007, the company was out of compliance with the
net worth covenant in its financing facilities with Wachovia.  The
company has obtained a waiver of this non-compliance through
Nov. 30, 2007, and intends to repay all outstanding indebtedness
to Wachovia as soon as practicable.  The company expects to be out
of compliance with the net worth covenant subsequent to Nov. 30,
2007, and there can be no assurance that the company will be able
to obtain additional waivers or amendments from Wachovia or that
it will be able to repay its outstanding indebtedness to Wachovia.

                             Dividends

NovaStar does not plan to pay dividends on its common stock for
the foreseeable future.  As a result of the termination of the
company's REIT status, the obligation to distribute 2006 taxable
income no longer applies.

The Board of Directors has suspended payment of the quarterly
dividend of $.55625 per share on NovaStar's 8.90% Class C
Cumulative Redeemable Preferred Stock, which otherwise would have
been paid in December, in accordance with the articles
supplementary of the company's charter establishing the Series C
Preferred Stock.  Unpaid dividends on the Series C Preferred Stock
will continue to accrue.

The Board of Directors also has suspended payment of the
cumulative semi-annual dividend of $1.125 per share on NovaStar's
9.0% Class D-1 Convertible Preferred Securities, which otherwise
would have been paid in January, in accordance with the articles
supplementary of the company's charter establishing the Series D-1
Preferred Stock.  Unpaid dividends on the Series D-1 Preferred
Stock will continue to accrue and the dividend rate on the Series
D-1 Preferred Stock will increase from 9.0% to 13.0%, compounded
quarterly, effective Jan. 16, 2008, with respect to all unpaid
dividends and subsequently accruing dividends.

                       Portfolio Management

In the third quarter, NovaStar transferred $300.5 million in loans
to mitigate future margin calls and resulted in a decrease in cash
of approximately $5 million.  The transaction was a sale from a
legal perspective but recorded as a financing transaction for
financial reporting purposes.  Subsequent to Sept. 30, 2007, the
company sold a substantial portion of its remaining whole loans,
further reducing risks.  Investor concerns over deteriorating
credit quality in the nonprime market have continued to cause
declines in the fair value of NovaStar's mortgage securities, as
well as its remaining whole loans held-for-sale.

                         Mortgage Banking

Currently, NovaStar is not engaged in mortgage banking activities,
but is brokering loans for other lenders.  The company does not
intend to re-enter mortgage banking until the economics turn more
favorable.

                          About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty  
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.


NOVASTAR FINANCIAL: Inks Waiver Agreement with Wachovia Bank
------------------------------------------------------------
NovaStar Financial Inc. and certain of its affiliates last week
entered  into a Master Repurchase Agreements Waiver with Wachovia
Bank, N.A. and certain of its affiliates.  Under the waiver
agreement, Wachovia agreed not to enforce, for a period ending on
Nov. 30, 2007, the adjusted tangible net worth requirement under
certain agreements, and waived, for the same period, any breach or
event of default that would have resulted under the agreements
solely as a result the company's failure to maintain the required
adjusted tangible net worth.  Wachovia expressly reserved the
right to terminate the waiver agreement
prior to Nov. 30, 2007, if any event of default or breach occurs
under the agreements other than solely as a result the company's
failure to maintain the required adjusted tangible net worth.

These are the agreements affected by the waiver agreement:

     1. Master Repurchase Agreement (2007 Residual Securities)
        dated as of April 18, 2007, among Wachovia Investment
        Holdings LLC, Wachovia Capital Markets LLC, NovaStar
        Mortgage Inc., NovaStar Certificates Financing LLC, and
        NovaStar Certificates Financing Corp.

     2. Master Repurchase Agreement (2007 Whole Loan) dated as of
        May 9, 2007, among Wachovia Bank, National Association,
        NFI Repurchase Corporation, NMI Repurchase Corporation,
        NMI Property Financing Inc., HomeView Lending Inc.,
        NovaStar Financial Inc., NFI Holding Corporation and
        NovaStar Mortgage Inc.

     3. Master Repurchase Agreement (2007 Non-investment Grade)
        dated as of May 31, 2007, among Wachovia Investment
        Holdings LLC, Wachovia Capital Markets LLC, NovaStar
        Mortgage Inc., NovaStar Certificates Financing LLC, and
        NovaStar Certificates Financing Corp.

     4. Master Repurchase Agreement (2007 Investment Grade) dated
        as of May 31, 2007, among Wachovia Bank, N. A., Wachovia
        Capital Markets LLC, NovaStar Mortgage Inc., NovaStar
        Certificates Financing LLC, and NovaStar Certificates
        Financing Corp.

     5. Master Repurchase Agreement (New York) dated as of July 6,
        2007, between Wachovia Bank, National Association and
        NovaStar Mortgage Inc.

In addition to the financing agreements above, Wachovia also
routinely engages in other ordinary course financial transactions  
with the company, including but not limited to financial
derivative transactions, and has acted as an underwriter for
certain securitizations sponsored by the company.

                          About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty  
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.


NOVASTAR FIN'L: Mulls Bankruptcy Filing Due to Bank Loan Default
----------------------------------------------------------------
NovaStar Financial Inc. stated in its quarterly report filed
yesterday with the Securities and Exchange Commission that it may
file for bankruptcy due to certain causes, including a probable
default in its covenant with Wachovia Bank NA.
              Expected Default on Wachovia Covenant

As of Sept. 30, 2007, the company was out of compliance with the
net worth covenant in its repurchase agreements with Wachovia but
has obtained a waiver to be in compliance.  The waiver expires on
Nov. 30, 2007.  The company expects to be out of compliance with
the net worth covenant subsequent to Nov. 30, 2007 and there can
be no assurance that the company will be able to obtain additional
waivers or amendments.  If the company cannot obtain additional
waivers or amendments, there can be no assurance Wachovia would
not issue an event of default and cause the outstanding borrowings
to become due and payable immediately which also could cause the
company to file bankruptcy.

The company has made it a priority to repay its outstanding
borrowings with Wachovia and has been selling its mortgage assets
to generate cash to repay these borrowings.  The company's plan is
to continue to use available cash inflows in excess of its
immediate operating needs, including debt service payments, to
repay all of Wachovia's outstanding borrowings and any remaining
fees due under the repurchase agreements at the earliest practical
date.  As of Nov. 13, 2007, the company had $83.9 million of
short-term borrowings outstanding with Wachovia and still owed
approximately $11.8 million in commitment fees.  The cash flows
which the company will use to repay Wachovia will most likely be
generated from these sources:

   -- remaining proceeds from the sale of mortgage servicing
      rights;

   -- sale or liquidation of nonperforming assets; and

   -- monthly cash proceeds from its portfolio of mortgage
      securities.

While the company believes that it can successfully repay Wachovia
in a manner that is to Wachovia's satisfaction, there can be no
assurance the company will be able to generate the cash flows
needed to meet Wachovia's repayment expectations. During and after
this period of repayment, any new advances or availability
provided to the company will be at Wachovia's sole discretion and
there can be no assurance of any future advances or availability
under the Wachovia facilities.  As a result, any unforeseen
adverse liquidity events could cause the company to exhaust its
cash balances and may result in the company filing bankruptcy.
Additionally, if the company were unable to repay Wachovia to
their satisfaction, there can be no assurance Wachovia would not
issue an event of default and cause the outstanding borrowings to
become due and payable immediately which also could cause the
company to file bankruptcy.

           Cash Balance Decline & Wachovia Margin Calls

As a result of the 2007 subprime environment, the company used up
significant cash reserves during the nine months ended Sept. 30,
2007.  The company's cash balances declined by about $99.0 million
during the nine months ended Sept. 30, 2007 primarily due to these
events:

During the nine months ended Sept. 30, 2007, poor credit
performance of subprime loans and wider bond spreads on mortgage-
backed securities caused a significant decline in the fair value
of the company's mortgage securities as well as its mortgage loans
held-for-sale.  Consequently, during the nine and three months
ended Sept. 30, 2007, the company was subject to cash margin calls
of approximately $138.0 million and $57.7 million, respectively,
on the company's mortgage securities and mortgage loans held-for-
sale.  The company could continue to be subject to additional
margin calls if the value of its mortgage assets declines further.
In October 2007, the company was subject to an additional
$26.5 million margin call on its mortgage loans and securities by
Wachovia.  The company satisfied the margin call by using its
availability under the Mortgage Servicing Rights and Residual
Securities facilities.  There is no assurance that if the company
is subject to additional margin calls that it will be able to
satisfy them.  If the company is unable to satisfy them it may be
forced to file bankruptcy.

             Pending Suit Filed by American Interbanc

In March 2002, an action was filed against NovaStar Home Mortgage
Inc. in Superior Court of Orange County, California entitled
American Interbanc Mortgage, LLC v. NovaStar Home Mortgage Inc.
et. al.

In the action, the plaintiff alleged that NHMI and two other
mortgage companies, defendants, engaged in false advertising under
a California statute permitting lawsuits by a competitor.  
Plaintiff amended its complaint subsequently to allege also that
Defendants engaged in unfair competition under a different
California statute and interfered intentionally with plaintiff's
prospective economic relations.

On May 4, 2007, a jury returned a verdict by a 9-3 vote awarding
plaintiff $15.9 million.

The court trebled the award, made adjustments for amounts paid by
settling Defendants, and entered a $46.1 million judgment against
Defendants on June 27, 2007.  The award is joint and several
against the three defendants including NHMI.  It is unknown if the
other two defendants have the financial ability to pay any of the
award.  One of the other defendants has filed a bankruptcy
petition.

NHMI's motion for the trial court to overturn or reduce the
verdict was denied on Aug. 20, 2007.  NHMI is currently appealing
the decision.  There can be no assurances that the appeal will be
successful.

NHMI has a negative net worth and no ability to pay the judgment
and as a result management believes that it is unlikely the
judgment will ever be paid by NHMI.

NovaStar does not believe that the plaintiff has a valid legal
basis to hold NovaStar or its subsidiaries other than NHMI
responsible for the judgment.  But should the plaintiff be
successful at any attempt, NovaStar may be forced to consider
bankruptcy.

In accordance with generally accepted accounting principles, NHMI
has recorded a liability of $47.2 million as of Sept. 30, 2007
with a corresponding charge to earnings. The $47.2 million
includes interest which is accruing on the obligation.

Because NHMI is a wholly owned indirect subsidiary of NovaStar,
the $47.2 million liability is included in the consolidated
financial statements of NovaStar.  The liability is included in
"Liabilities of discontinued operations" line of the condensed
consolidated balance sheets while the charge to earnings is
included in the "(Loss) income from discontinued operations, net
of income tax" line of the consolidated statements of operations.

                          About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty  
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.


NUVEEN INVESTMENTS: Moody's Cuts Rating on Senior Notes to B3
-------------------------------------------------------------
Moody's Investors Service downgraded Nuveen Investments Inc.'s
senior unsecured notes to B3 from Baa1 following the completion of
the company's leveraged buyout by an investor group led by Madison
Dearborn Partners LLC.  

This concludes the review for downgrade that began on June 20,
2007.  With the completion of the transaction, the ratings that
were previously assigned to Windy City Acquisition Corp. are now
in effect for Nuveen as the acquisition company used to fund the
transaction has been subsequently merged into Nuveen:

   -- $250 million 6-year senior secured revolver at Ba3
   -- $2.315 billion 7-year senior secured term loan at Ba3
   -- Corporate family rating at B1
   -- $785 million 8-year senior unsecured notes at B3

The outlook for the ratings is stable.

The rating agency stated that today's downgrade is a result of
Nuveen's increased financial leverage with the acquisition of the
company by MDP.  Moody's had previously announced its expectation
for the downgrade on Oct. 17, 2007 based upon the proforma
financial profile of the company.

According to Moody's, Nuveen's increased financial leverage and
the structural subordination of the $550 million of existing
senior unsecured notes are the drivers of the rating change.
Moody's VP/senior credit officer Matthew Noll commented, "By
increasing its debt from $550 million to $3.65 billion, Nuveen's
financial flexibility has been dramatically diminished as seen by
substantial deterioration in the company's total debt / EBITDA and
EBITDA / interest expense coverage."

The rating agency added that Nuveen benefits from its leading
positions in closed-end funds and separately-managed accounts, its
improving diversification in terms of product and customer types,
and an expectation that it will return to higher profit margins as
it decreases leverage over time. Furthermore, Nuveen's plans for
the build-up of a larger institutional client base and a greater
international presence could be modestly accelerated under the
ownership of MDP.

Moody's added that Nuveen would see further downward rating
pressure if total debt / EBITDA or EBITDA / interest expense rises
above 8x and below 1.1x, respectively; its market share of closed
end funds and retail separately managed accounts is reduced to
less than half of its current levels; or if it experienced several
consecutive quarters of material net outflows.  Conversely,
reducing total debt / EBITDA to less than 5x, increasing AUM to
above 3% of the total US open-end mutual funds, along with
increasing institutional AUM to 30% of its total AUM could lead to
upward rating action.

These ratings have been downgraded:

Nuveen Investments Inc.

   -- $250 million, 5-year unsecured notes due 2010 to B3 from
      Baa1;

   -- $300 million, 10-year unsecured notes due 2015 to B3 from
      Baa1.

Nuveen Investments Inc., headquartered in Chicago, is a US-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $170 billion as of Sept. 30, 2007.


PEABODY ENERGY: Fitch Affirms BB+ Issuer Default Rating
-------------------------------------------------------
Fitch affirmed these ratings for Peabody Energy Corporation's:

   -- Issuer Default Rating at 'BB+';
   -- Senior unsecured notes at 'BB+';
   -- Senior unsecured revolving credit and term loan at 'BB+';
   -- Convertible junior subordinated debentures due 2066 at 'BB-
'.

The Outlook is Stable.

The ratings reflect Peabody's large, well diversified operations,
good control of low cost production, strong liquidity and moderate
leverage.  In particular, Peabody ranks first in the Wyoming
Powder River Basin with 2006 sales of 138 million tons and
reserves of 3.3 billion tons and first in the Midwest with 2006
sales of 39 million tons and reserves of 4.1 billion tons.

On Oct. 31, 2007, Peabody completed the spin-off of Patriot Coal
Corporation to shareholders.  Patriot has coal assets and
operations in West Virginia and Kentucky.  While the transaction
will increase Peabody's financial leverage slightly, it will
decrease the company's legacy liabilities by roughly $1 billion
and reducing related annual expenditures by about $100 million.

Liquidity at quarter end was strong with cash on hand of
$216.3 million ($159.7 million pro forma for the Patriot spin-off)
and availability under its revolver of $1.35 billion. Total Debt
with Equity Credit/EBITDA for the latest 12 months ended Sept. 30,
2007 was 3.5x.  Pro forma for the Patriot spin-off, leverage on
the same measure would have been 3.6x.  Peabody has substantial
legacy liabilities and adjusted leverage remains over 4X post the
Patriot spin-off.

Peabody is the largest US coal producer fueling 10% of domestic
electricity generation and the fifth largest coal producer in
Australia.  In 2006, Peabody sold 247.6 million tons of coal and
had year end reserves of 10.2 billion tons.


PETROLEUM GEO: Arrow Seismic Deal Cues S&P to Hold 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit ratings on Norway-based oilfield services company
Petroleum Geo-Services ASA following an announcement that it
intends to acquire Norway-based Arrow Seismic ASA.  The outlook is
stable.
     
"The affirmation reflects our view that the transaction is
favorable from a business standpoint, as it will give PGS
additional marine acquisition vessel capacity," said Standard &
Poor's credit analyst Jeffrey B Morrison.
     
"The transaction will be entirely debt financed. As a result, we
expect the company's credit measures to temporarily rise above
levels acceptable for the current ratings.  However, we expect PGS
to use free operating cash flow to reduce debt in 2008 and bring
its ratios back into line with our expectations for the ratings,"
Mr. Morrison said.
     
Pro-forma debt/EBITDA is expected to rise to about 2.5-3x, but is
expected to decline to below 2.0x by year end 2008, which is our
targeted level for the rating in the current industry upcycle.
     
The ratings on PGS reflect the company's participation in the very
competitive and highly cyclical seismic subsector of the oilfield
services industry.  They also reflect management's increasing
focus on rewarding shareholders and acquisitions and the company's
aggressive financial risk profile.  S&P's concerns are partly
offset by PGS' strong market position, a sizable and sophisticated
fleet, and a favorable near term operating environment.
     
PGS conducts operations through two primary business segments:
marine geophysical operations (about 76% of total revenues) and
onshore geophysical operations (about 20%).  The company's marine
seismic operations, in particular, benefit from a solid market
position.
     
The stable outlook incorporates S&P's expectations that currently
favorable industry conditions, a healthy near-term project
backlog, and improved organic cash flow will help management to
quickly bring the company's credit ratios back into line with the
expectations for the ratings.


PILGRIM'S PRIDE: Earns $33.2 Million in Quarter Ended Sept. 29
--------------------------------------------------------------
Pilgrim's Pride Corporation reported a net income of $33.2 million
on record sales of $2.15 billion for the fourth fiscal quarter
ended Sept. 29, 2007.  These results include a charge of
$12.0 million, $7.1 million net of tax, related to the early
extinguishment of debt incurred by the company in connection with
the calling of its 9-5/8% bonds in September.  For the fourth
quarter of fiscal 2006, the company reported a net loss of
$7.5 million on total sales of $1.34 billion.

"Industry fundamentals remained solid in the fourth quarter as
strong export demand and low cold-storage inventories helped
sustain positive market pricing trends," O.B. Goolsby Jr.,
Pilgrim's Pride president and chief executive officer, said.  "Our
improved profitability compared to the prior-year period resulted
from higher market pricing for chicken products and an improved
product mix as we succeeded in upgrading some of our commodity-
type meat into higher-margin, value-added products.  In addition,
our consumer retail segment continued to post good growth as a
result of increased penetration of supermarket meat and deli cases
and our growing role as a category management partner."

Despite favorable industry fundamentals and the year-over-year
improvement in profitability, Mr. Goolsby acknowledged that the
company's earnings for the fourth quarter were below its own
expectations.  He said operational inefficiencies and higher fuel
costs resulted in higher production and freight costs during the
quarter.

"Automation will be a key focus of our capital investment program
in fiscal 2008.  We believe this investment, which includes labor-
reducing technology, will enable us to move more products through
our plants efficiently and help alleviate some of the recent
issues related to a tight labor market and higher input costs,"
Mr. Goolsby explained.

For the full 2007 fiscal year, the company reported net income of
$47.0 million on record sales of $7.60 billion.  Included in these
results were charges of $26.5 million, $15.8 million net of tax
related to the early extinguishment of debt incurred by the
company in connection with the financing for the Gold Kist
acquisition and in connection with the calling of the company's 9-
5/8% bonds in September.  In fiscal 2006, Pilgrim's Pride reported
a net loss of $34.2 million on sales of $5.24 billion.

As of Sept. 29, 2007, the company's balance sheet showed total
assets of $$3.7 billion and total liabilities of $2.6 billion,
resulting in a $1.1 billion stockholders' equity.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,     
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                          *     *     *

Pilgrim's Pride Corp. holds Moody's Investors Service's
B1 senior unsecured credit rating, B2 senior subordinated notes,
and Ba3 corporate family ratings.  PPC's planned new $250 million
senior unsecured notes also bears Moody's B1 rating and its new
$200 million senior subordinated notes bears Moody's B2 rating.  
The outlook on all ratings is stable.

Standard & Poor's Ratings Services gave Pilgrim's Pride Corp. a
'BB-' corporate credit rating.


PLAINS EXPLORATION: Provides Final Results of Pogo Elections
------------------------------------------------------------
Plains Exploration & Production Company disclosed the final
results of elections made by stockholders of Pogo Producing
Company for the form of merger consideration to be received in the
merger of Pogo with and into PXP Acquisition LLC, a wholly owned
subsidiary of PXP.  The final results of elections are:

   -- Cash Elections: Pogo stockholders who validly elected to
      receive cash will receive approximately $56.53 in cash    
      and 0.0396 of a share of PXP common stock for each share
      of Pogo common stock with respect to which that election
      was made;

   -- Stock Elections: Pogo stockholders who validly elected to
      receive PXP common stock will receive 1.1870 shares of
      PXP common stock for each share of Pogo common stock with
      respect to which that election was made; and

   -- Non-Elections: Pogo stockholders who did not make a valid
      election will receive 1.1870 shares of PXP common stock
      for each share of Pogo common stock.

The cash election and stock election were subject to proration
calculations pursuant to the merger agreement.  Under the merger
agreement, cash will be issued in lieu of fractional shares of
PXP.  Payment of the cash portion of the merger consideration
began on Nov. 13, 2007.

                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops     
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil      
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on independent oil and gas company Plains Exploration &
Production Co., and removed from CreditWatch and withdrew its 'BB'
corporate credit rating on Pogo Producing Co.


PLAINS EXPLORATION: Earns $32.9 Mil. in Quarter Ended Sept. 30
--------------------------------------------------------------
Plains Exploration & Production Company disclosed financial and
operating results for the third quarter 2007.

PXP reported third quarter 2007 net income of $32.9 million on
revenues of $299.0 million, compared to the third quarter 2006 net
income of $272.7 million on revenues of $280.9 million.  Third
quarter 2006 results included a $345.5 million pre-tax gain on
sale of oil and gas properties.

For the first nine months of 2007, PXP reported net income
of $78.7 million on revenues of $779.2 million, compared to
net income of $213.9 million on revenues of $810.9 million.  
Results for the nine month period of 2006 included a
$345.5 million pre-tax gain on sale of oil and gas properties
partially offset by a $299.9 million derivative loss.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $3.9 billion and total liabilities of $2.7 billion, resulting
in a stockholders' equity of $1.2 billion.

                            Outlook

Oil and gas capital expenditures, excluding acquisitions, are
expected to be $850 million to $950 million for the year ended
2007.  The increase from the previous estimate is primarily
attributed to additional development spending associated with the
recent Gulf of Mexico exploration successes, higher capitalized
costs related to the Piceance properties and two months of capital
related to Pogo Producing Company.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil      
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on independent oil and gas company Plains Exploration &
Production Co., and removed from CreditWatch and withdrew its 'BB'
corporate credit rating on Pogo Producing Co.


POLAR REFRIGERANT TECHNOLOGY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------------
Alleged Debtor: Polar Refrigerant Technology, L.L.C.
                P.O. Box 157
                Stratham, NH 03885

Case Number: 07-12544

Type of Business: The Debtor is involved in the cleaning and
                  selling of gas cylinders.

Involuntary Petition Date: November 13, 2007

Court: District of New Hampshire (Manchester)

Judge: Mark W. Vaughn

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Danube International, Ltd.     loans                $850,000
c/o Steve Barnes
P.O. Box 922
Hampton, NH 03843

Steve Barnes                   American Express     $26,500
P.O. Box 922                   loan-Polar
Hampton, NH 03843


PROGRESSIVE GAMING: Posts $39.7 Million Loss in Third Quarter
-------------------------------------------------------------
Progressive Gaming International Corporation reported a net loss
of $39.7 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $3.2 million in the corresponding
quarter last year.

The company incurred a net loss from continuing operations in the
three months ended Sept. 30, 2007, of approximately $4.7 million,
inclusive of a one-time charge of $800,000 associated with the
early retirement of debt of the company's Senior Credit Facility.  
In the three months ended Sept. 30, 2006, the company incurred a
net loss from continuing operations of $5.4 million.

Systems revenues, now reported as the sole component of revenues
from continuing operations, rose 29% to $18.3 million for the
quarter ended Sept. 30, 2007, from $14.2 million in the same
period a year ago.  Systems revenues for the quarter ended
Sept. 30, 2007, were relatively consistent with systems revenues
for the quarter ended June 30, 2007, which also reflected a high
level of growth.

The results of operations from the recently divested slot and
table game routes along with the associated losses for the write
down of the related assets are included in the discontinued
operations line item of the company's statement of operations.

As a result of the completion of table game division sale, the
company recorded a charge of approximately $35 million in the
third quarter of 2007.  The charge represents additional costs
related to the disposition of this division and includes a
$24.7 million charge related to the Webb vs. Mikohn legal
settlement.  This accrual consists of the $20 million settlement
fee the company paid from cash on hand on Nov. 5, 2007, and legal
fees of approximately $4.7 million which are due 30 business days
from the execution of the agreement.  The net gain from
discontinued operations for the third quarter of 2006 was
approximately $2.1 million and included a $3.5 million table games
patent license agreement.  

Commenting on the results, Progressive Gaming International
Corporation president and chief executive officer, Russel
McMeekin, stated, "Our transition to a company that is solely
focused on supplying leading systems technology for the global
gaming industry is now complete and we believe Progressive is
solidly positioned to achieve sustainable high-margin revenue
growth."

Progressive Gaming International Corporation executive vice
president, chief financial officer and treasurer, Heather Rollo,
added, "Growing customer acceptance of our system-centric products
combined with the benefits of our recurring revenue business model
is raising visibility for our future prospects.  During the 2007
third quarter we recorded year-over-year systems revenue growth of
29%.  Systems revenues of $51.9 million through the first nine
months of 2007 reflect a 29%, or $11.7 million, improvement over
the comparable period in 2006.  In addition, we are benefiting
from cost reduction initiatives undertaken throughout 2007 which
have eliminated approximately $7.0 million in annualized costs.
The year-over-year growth in systems revenues and our success in
streamlining our operations resulted in gross margin from
operations of 55% for the 2007 third quarter period, which is
consistent with our targeted 2007 gross margin range of 54% to
58%.  Gross margins improved to 54%, or by more than 300 basis
points through the first nine months of 2007 compared to the first
nine months of 2006.

"With the sale of our Table Games Division assets and the recent
strategic financing, we were able to improve our balance sheet,
and that has provided financial flexibility to allow us to
continue to pursue opportunities for growth and to post the
required bond in the ongoing Webb litigation matter.   
Notwithstanding the near-term use of capital to address this
matter, we expect our debt repayment to continue in accordance
with previously stated plans.  We have issued a notice to redeem
$15 million of our Senior Secured Notes on November 19 and intend
to redeem these notes through borrowings or other financing
sources.  Our goal remains to further strengthen our balance sheet
and eliminate the remainder of our high yield debt."

Cash balance at Sept. 30, 2007, is $30.3 million and reflects cash
used for repayment of Senior Credit Facility, the purchase of
intellectual property under the company's strategic arrangement
with IGT and other arrangements, the settlement of matters related
to the company's legacy business and general working capital.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$150.3 million in total assets, $114.1 million in total
liabilities, and $36.2 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $60.2 million in total current
assets available to pay $109.0 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2547

                       Going Concern Doubt

Ernst & Young LLP, in Las Vegas, expressed substantial doubt
about Progressive Gaming International Corp.'s ability to continue
as a going concern in an modified audit report on the company's  
consolidated financial statements for the year ended Dec. 31,
2006, in light of recent developments related to the Webb
litigation.  The auditing firm reported that the company received
an unfavorable ruling on their post-trial claims in the Webb
litigation.  As a result, on Nov. 5, 2007, the company executed a
Settlement Agreement and Mutual Release with Webb.  The company
will pay $24.7 million to Webb, including legal fees, in exchange
for a dismissal and release of all claims.  The execution of the
Settlement Agreement may constitute an Event of Default under the
company's Senior Credit Facility.  To the extent the settlement
agreement is deemed to be an Event of Default, and the company is
unable to obtain a waiver or cure the Event of Default, the lender
could seek acceleration of the outstanding balance of $10 million.  
In addition, prior to the ruling, the company had issued an
irrevocable call notice to redeem $15 million of their Senior
Notes on Nov. 19, 2007.

                     About Progressive Gaming

Headquartered in Las Vegas, Progressive Gaming International Corp.
(NasdaqGM: PGIC) -- http://www.progressivegaming.net/-- is a  
supplier of integrated casino and jackpot management system
solutions for the gaming industry worldwide.  This technology is
widely used to enhance casino operations and drive greater
revenues for existing products.  Products include multiple forms
of regulated wagering solutions in wired, wireless and mobile
formats.  


PROVIDENCE SERVICE: Moody's Puts Corporate Family Rating at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Providence Service Corporation.  Concurrently, Moody's also
assigned a B1 to the company's proposed senior secured credit
facilities comprised of these: $40 million senior secured
revolver, $173 million senior secured term loan and a $40 million
delayed draw term loan.  Additionally, Moody's assigned a B2
Probability of Default Rating and an SGL-2 Speculative Grade
Liquidity Rating.  The outlook for the ratings is stable.

Proceeds from the proposed credit facilities and proposed
$70 million convertible subordinated notes (unrated by Moody's),
along with roll-over equity from existing LogistiCare Inc. senior
management, will be used to complete the acquisition of
LogistiCare by Providence Service for a total consideration of
$256.5 million including about $17.7 million of existing debt.

The B2 Corporate Family Rating reflects the pro forma high
leverage, customer contract concentration with Medicaid and
government payers, acquisitive nature of Providence Service, and
inherent seasonality.  Pro forma for the acquisition of
LogistiCare, adjusted debt to EBITDA will be about 5.9 times.
Moody's expects the company's leverage position to remain above 5
times over the intermediate term.

Sidney Matti, analyst, stated that, "Providence Service has been
very active with acquisitions with seven acquisitions, including
LogistiCare, aggregating over $240 million since January 2006."

Moody's anticipates that the company will continue its acquisition
strategy in order to further strengthen its market position and
expand its service offerings.  Due to the budgetary nature of the
Medicaid business and the school segment business, the company has
an inherent seasonality focused on the second and third quarters.

The B2 Corporate Family Rating also considers pro forma leading
market positions, stability in the renewal of contracts and stable
free cash flow generation.  Moody's notes that, on a pro forma
basis, the company is the leader in both the Medicaid counseling
and case management home based services and the management and
arrangement of outsourced Medicaid non-emergency transportation
services.  Since its inception as a company, Providence Service
has had its state contracts renewed, while LogistiCare has only
had one contract (Georgia) not renewed.

On a pro forma basis, Moody's anticipates that the company will
generate stable free cash flow resulting from improving operating
performance from new contracts as well as minimal capital
expenditures requirement within the business model.

The stable ratings outlook anticipates the company will continue
to experience improving operating performance driven by the
favorable demographic trends related to growth in Medicaid
eligible individuals, realization of revenues from recently signed
contracts and the continued outsourcing of government services.  
Additionally, the rating outlook incorporates Moody's expectation
that the company will continue its acquisition strategy over the
near term.  However, Moody's anticipates that the company will
undertake smaller acquisitions (less than $20 million) over the
ratings horizon.

The SGL-2 speculative grade liquidity rating to Providence Service
reflects a good liquidity profile comprised of Moody's expectation
for stable cash flow generation, effective availability under the
$40 million proposed senior secured revolving credit facility and
adequate cushion under the financial covenants.

Ratings are subject to review of final documentation.

These ratings were assigned to Providence Service Corporation:

   -- B2 Corporate Family Rating;
   -- B2 Probability of Default Rating;
   -- SGL-2 Speculative Grade Liquidity Rating;

   -- B1 rating (LGD3/37%) on a $40 million Senior Secured
      Revolver;

   -- B1 rating (LGD3/37%) on a $173 million Senior Secured
      Term Loan; and

   -- B1 rating (LGD3/37%) on a $40 million Delayed Draw Term
      Loan.

Headquartered in Tucson, Arizona, Providence Service Corporation
is a provider and manager of government sponsored social services.  
For the twelve months ended Sept. 30, 2007, the company reported
about $242 million in revenues.

Headquartered in Atlanta, Georgia, LogistiCare Inc. is an
information technology-based provider of outsourced transportation
management to health and human service organizations.  LogistiCare
is currently in the process of being acquired by Providence
Service.  For the twelve months ended Sept. 30, 2007, the company
generated about $319 million in revenues.


QUEBECOR WORLD: Moody's Junks Rating on New $400 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service rated Quebecor World Inc.'s new
$400 million senior unsecured note issue Caa1.  At the same time,
ratings for about $1.6 billion of existing senior unsecured notes
for QWI and its wholly-owned subsidiary companies, Quebecor World
Capital Corporation and Quebecor World Capital ULC, were
downgraded to Caa1 from B3.

In addition, QWI's corporate family rating was affirmed at B3, the
ratings outlook for all instruments was revised to stable from
negative, and QWI's speculative grade liquidity rating was
upgraded to SGL-3 from SGL-4.  

The actions reflect the combined impact of two significant ongoing
transactions, the first of which is partial divestiture of QWI's
European operations.  This will remove a cash flow drag and
management distraction while converting the operation into a small
amount of cash and a semi-liquid residual investment.  Secondly, a
CDN$250 million common share issue together with proceeds from the
new senior unsecured note issue and a concurrent $100 million
convertible debenture facilitates redemption of QWI's Series 5
Preferred Shares (CDN$175 million), and a reduction of what would
otherwise be outstanding under a new, 2-year, $375 million
(partially) secured and guaranteed revolving credit facility.

The resulting improvement in liquidity and modest improvement in
ongoing cash generation combine to cause the favorable ratings
outlook revision and SGL rating upgrade.  However, with it being
confirmed that QWI's bank credit facility will permanently benefit
from a package of security and upstream subsidiary guarantees not
shared with its senior unsecured notes, the bank credit facility's
preferential access to realization proceeds triggers the notes'
ratings to be downgraded by one notch to Caa1.  The new notes are
rated at the same Caa1 level as the company's existing notes.

The rating action assumes that the proposed transactions close as
expected and that the related documentation conforms to what has
been provided to Moody's thus far.  Accordingly, the ratings are
subject to adjustment should the transactions not close, or should
they close on a basis different than that presented to Moody's.

Assignment:

Issuer: Quebecor World, Inc.

   -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1
      (LGD4, 60)

Downgrades:

Issuer: Quebecor World, Inc.

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Caa1 (LGD4, 60) from B3 (LGD4, 55)

Issuer: Quebecor World Capital Corporation

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Caa1 (LGD4, 60) from B3 (LGD4, 55)

Issuer: Quebecor World Capital ULC

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Caa1 (LGD4, 60) from B3 (LGD4, 55)

Upgrades:

Issuer: Quebecor World, Inc.

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-3
      from SGL-4

Outlook Actions:

Issuer: Quebecor World Capital Corporation

   -- Outlook, Changed To Stable From Negative

Issuer: Quebecor World Capital ULC

   -- Outlook, Changed To Stable From Negative

Issuer: Quebecor World, Inc.

   -- Outlook, Changed To Stable From Negative

On Nov. 12, 2007, QWI announced the above-noted financing
transactions.  On Nov. 7, 2007, QWI announced that it had entered
into a definitive agreement to combine its European operations
with those of RSDB NV's Roto Smeets, a Netherlands-based
commercial printing company.  With QWI retaining a 29.9% minority
interest in the combined entity, Moody's views the transaction as
being modestly positive by way of a problem operation being
effectively divested, but with very little cash being returned,
there is no immediate, significant financial benefit.

Accordingly, Moody's continues to be very cautious in evaluating
QWI's longer term prospects.  In the interim, QWI's CFR remains
B3, albeit Moody's sees the company as being weakly positioned at
the B3 rating level.

Headquartered in Montreal, Quebec, Canada, Quebecor World Inc. is
one of the world's largest commercial printers.


QUEBECOR WORLD: S&P Rates Proposed $400 Million Senior Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services kept its ratings on Montreal-
based printing company Quebecor World Inc. on CreditWatch with
negative implications following the company's announcement of its
refinancing plan.  On Aug. 9, 2007, Standard & Poor's placed the
ratings on CreditWatch with negative implications; on Aug. 28,
2007, S&P subsequently lowered the ratings and kept them on
CreditWatch with negative implications because of Quebecor World's
weak operating performance, reduced financial flexibility, and the
possibility that the company would not be in compliance with its
covenants for certain senior unsecured notes (since resolved).  
The ratings will remain on CreditWatch until Standard & Poor's is
comfortable that the company has addressed its near-term liquidity
issues.
     
At the same time, Standard & Poor's assigned its 'B' debt rating
to Quebecor World's proposed $400 million senior unsecured notes
due 2014.  The 'B' debt rating will be placed on CreditWatch with
negative implications.
     
"The CreditWatch update follows Quebecor World's announcement of a
proposed refinancing plan," said Standard & Poor's credit analyst
Lori Harris.  This plan includes a new CDN$250 million public
equity offering; a new $400 million senior unsecured notes
offering; a new $100 million senior unsecured convertible
debentures offering (unrated); and an amendment of the company's
credit facilities, including the reduction in the revolving credit
facility to $375 million from $750 million, the extension of the
maturity date by one year to January 2010, and changes to the
covenants.
     
"The successful completion of these transactions will improve the
company's financial flexibility and liquidity position, which have
been weak," Ms. Harris added.  Proceeds from the proposed
refinancing will be applied to the balance outstanding on the
revolving credit facility, to redeem the series 5 preferred shares
for about CDN$175 million, and for general corporate purposes.
     
On Nov. 7, 2007, the company announced that it had signed a
definitive share purchase agreement with Dutch printer RSDB NV
(Roto Smeets) to sell Quebecor World's European operations to
RSDB.  The proposed new company, Roto Smeets Quebecor, which will
be the leading player in the European printing industry, will be
owned 70.1% by RSDB and 29.9% by Quebecor World.  The purchase
price for Quebecor World's European business will be EUR240
million (equal to about $350 million), to be paid to Quebecor
World in cash, RSQ shares, and an eight-year note receivable.  S&P
expect the transaction to close shortly upon regulatory and
shareholder approvals.
     
Reported revenues and adjusted EBITDA were down 7% and 19%,
respectively, for the nine months ended Sept. 30, 2007, compared
with the same period in 2006.  The weak performance is due to
price pressures, volume declines, and operating inefficiencies.  
The company's recent completion of a significant equipment
retooling program should positively affect profitability and cash
flow in 2008.  However, Standard & Poor's believes management will
remain challenged in its efforts to turn around the business
because of very difficult printing industry fundamentals,
including ongoing pricing pressures and volume declines,
electronic substitution, cyclicality, and significant competition.
     
The ratings will remain on CreditWatch with negative implications
until the successful completion of the equity offering, senior
unsecured notes offering, senior unsecured convertible debentures
offering, and closing of the sale of Quebecor World's European
business to RSDB under the existing terms and conditions.


RAMPART CLO: Moody's Rates $16.35 Million Class E Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Rampart CLO 2007 Ltd.:

   -- Aaa to the $384,000,000 Class A Floating Rate Notes due
      2021;

   -- Aa2 to the $26,100,000 Class B Floating Rate Notes due
      2021;

   -- A2 to the $25,100,000 Class C Deferrable Floating Rate
      Notes due 2021;

   -- Baa2 to the $15,300,000 Class D Deferrable Floating Rate
      Notes due 2021; and

   -- Ba2 to the $16,350,000 Class E Deferrable Floating Rate
      Notes due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of dollar-denominated
debt securities, Loans, Equity Securities, Finance Leases, &
Synthetic Securities due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Stone Tower Debt Advisors LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


REAL ESTATE: Moody's Holds Low-B Ratings on 6 Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 classes of
Real Estate Asset Liquidity Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-2 as:

   -- Class A-1, $322,901,720, affirmed at Aaa
   -- Class A-2, $212,794,000, affirmed at Aaa
   -- Class XP-1, Notional, affirmed at Aaa
   -- Class XP-2, Notional, affirmed at Aaa
   -- Class XC-1 Notional, affirmed at Aaa
   -- Class XC-2, Notional, affirmed at Aaa
   -- Class B, $9,330,000, affirmed at Aa2
   -- Class C, $14,773,000, affirmed at A2
   -- Class D-1, $8,805,000, affirmed at Baa2
   -- Class D-2, $4,413,000, affirmed at Baa2
   -- Class E-1, $1,943,500, affirmed at Baa3
   -- Class E-2, $1,943,500, affirmed at Baa3
   -- Class F, $4,665,000, affirmed at Ba1
   -- Class G, $3,110,000, affirmed at Ba2
   -- Class H, $1,555,000, affirmed at Ba3
   -- Class J, $1,555,000, affirmed at B1
   -- Class K, $1,555,000, affirmed at B2
   -- Class L, $777,000, affirmed at B3

As of the Oct. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 4.1% to
$596.3 million from $622 million at securitization.  The
certificates are collateralized by 95 loans, ranging in size from
less than 1% to 9.2% of the pool, with the top 10 non-defeased
loans representing 46% of the pool.  The pool includes five
investment grade shadow rated loan groups, representing 21.5% of
the pool.  One loan, representing 1.3% of the pool, has defeased
and is collateralized with Canadian government securities.  The
pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Thirteen
loans, representing 13.2% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
71.4% of the pool.  Moody's loan to value ratio for the conduit
component is 85.2%, compared to 86.1% at securitization. Moody's
is affirming all classes due to stable overall pool performance.

The largest shadow rated loan concentration is the SRI Portfolio
Loan ($55 million -- 9.2%), which is secured by a portfolio of 190
stand-alone restaurants (424,589 square feet in total) located in
seven provinces with the greatest concentrations in Ontario
(42.6%) and Quebec (32.7%).  The properties are leased to two
franchisee groups, Kit (60%) and Priszm Brands (40%).  All
properties are governed by eight, 15-year master leases.  The
restaurants are primarily branded as Kentucky Fried Chicken.  The
loan matures in October 2010 and is interest-only for its entire
term.  There is also a $10 million B Note held outside the trust.  
Occupancy is 99.4%, compared to 100% at securitization.  Moody's
current shadow rating is A1, the same as at securitization.

The second largest shadow rated loan concentration is the Innvest
Portfolio Loan ($31 million -- 5.9%), which is secured by a cross-
collateralized/cross-defaulted pool of four hotels. The properties
are operated as Radisson Hotels, include a total of 707 rooms and
are located in Toronto, Kitchener and London, Ontario and Laval,
Quebec.  The loan matures in November 2014 and amortizes on a 300-
month schedule.  The loan is recourse to the borrower.  Moody's
current shadow rating is Baa3, the same as at securitization.

The third largest shadow rated loan is Toronto Congress Centre
Loan ($19.9 million -- 3.4%), which is secured by a 500,000 square
foot convention center located in Mississagua, Ontario. The loan
matures in October 2015 and amortizes on a 240-month schedule.  
Moody's current shadow rating is Aa3, the same as at
securitization.

The fourth largest shadow rated loan is 1849 Yonge Street Loan
($13.9 million -- 2.3%), which is secured by a 97,125 square foot
office building located in downtown Toronto.  The loan is interest
only for the first 36 months of the term, converting to a 360-
month amortization schedule thereafter.  Moody's current shadow
rating is Baa3, the same as at securitization.

The fifth largest shadow rated loan is Jutland Road Loan
($8.2 million -- 1.4%), which is secured by an 87,908 square foot
office building located in Victoria, British Columbia.  The loan
matures in September 2015 and amortizes on a 180-month schedule.  
The loan is on the master servicer's watchlist due to lease
expirations.  The loan is recourse to the borrower. Moody's
current shadow rating is Baa2, the same as at securitization.

The top three conduit loans represent 15.7% of the pool.  The
largest conduit loan is the AMEC Building Loan ($36.4 million --
6.1%), which is secured by a 13-story, 222,291 square foot, Class
A office building located in the Vancouver CBD.  The loan matures
in August 2015 and amortizes on a 300-month schedule. The loan is
recourse to the borrower.  Moody's LTV is 81.1%, compared to 79.7%
at securitization.

The second largest conduit loan is the Kitchner Portfolio Loan
($31.1 million -- 5.2%), which is secured by two cross-
collateralized/cross-defaulted loans secured by two office
properties, totaling 400,219 square feet and located in Kitchner,
Ontario.  The loan matures in October 2015 and amortizes on a 25-
year schedule.  Moody's LTV is 94.3%, compared to 95.1% at
securitization.

The third largest conduit loan is the LaSalle Portfolio Loan
($26.9 million -- 4.4%), which is secured by a 798,391 square foot
eight-building warehouse/office complex located in LaSalle,
Quebec.  Moody's LTV is 91.3%, compared to 86.4% at
securitization.


RELIANCE INTERMEDIATE: Moody's Rates $293MM Senior Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating with a stable
outlook to Reliance LP's CDN$1.075 billion Senior Secured Notes
and a Ba2 rating to Reliance Intermediate Holdings LP's $293
million of Senior Secured Notes.  

According to Moody's analyst Bart Oosterveld, "the ratings reflect
the significant leverage and relatively aggressive growth
forecasts, mitigated by the structural features enhancing the
position of bondholders, as well as Reliance's strong market
position in a duopoly market for water heating products and
services."  Proceeds of the notes will be applied to transaction
costs and to repay bridge facilities used by Alinda Capital
Partners when it acquired Reliance Home Comfort in June of this
year.

The Opco Notes are secured by a perfected first priority security
interest in all shares and partnership interests of Reliance LP,
as well as a security interest in certain accounts maintained by a
depositary.  The Holdco Notes are secured by a perfected first
priority security interest in the partnership interests in the
Issuer held by its corporate parent entities. Moody's notes that
in conjunction with the current transaction, Reliance LP also
plans to enter into a CDN$240 million capital
expenditure/liquidity bank facility, which will rank pari passu
with the Opco Notes.

Moody's ratings incorporate these key factors:

Reliance's water heating division provides an essential service
and exhibits significant business stability.  Reliance is one of
two companies enjoying an effective duopoly in market for water
heating products and services in the province of Ontario. The
water heating business is characterized by economies of scale,
long asset lives and low maintenance, and has been a consistent
source of significant financial margins to the company;

The stability and nature of Reliance's water heater business is a
key factor mitigating some of the risk factors present in the
proposed transactions, including the company's significant
prospective leverage and the use of non-amortizing debt.  In
Moody's opinion, while the company's projected debt service
coverage levels and other financial metrics provide some comfort
to noteholders, the stability and margins of the water heater
business underpin the credit ratings;

While significant barriers to entry exist in certain market
segments that Reliance operates in, the company's divisions
operate in unregulated, competitive markets;

Noteholders benefit from a variety of structural provisions to
enhance their position: these include standard ringfencing
provisions such as limitations on business purposes and corporate
separateness, as well as a payment waterfall structure at the Opco
level and a six month debt service reserve account.  Moody's notes
as a weakness in the structure the fact that deposits into the
waterfall will occur on a quarterly, rather than a monthly basis.

Through its different operating segments, Reliance Home Comfort
(formerly UE Waterheater Income Fund) installs and maintains home
comfort products, primarily water heaters, security alarm systems
and monitoring services, and HVAC and related products. It is
headquartered in Toronto.


RELIANCE INTERMEDIATE: S&P Rates $293 Million Secured Notes at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' debt rating
to Reliance LP's CDN$1.075 billion senior secured notes (a portion
of which will be issued in U.S. dollars) maturing 2012 through
2017.  At the same time, Standard & Poor's assigned its 'BB-' debt
rating, with a recovery rating of '5', to Reliance Intermediate
Holdings LP's approximately $293 million (CDN$275 million) senior
secured notes due 2014.  The '5' recovery rating indicates the
expectation of modest (10%-30%) recovery if a payment default
occurs.  The ratings are subject to review of final documentation
and legal review.
     
Proceeds from the issue will be used to refinance the bridge debt
that was used to purchase Reliance Comfort LP, formerly the UE
Waterheater Income Trust.  The operating businesses (Reliance Home
Comfort) consist of renting, installing, and servicing home
comfort products and services such as water heaters; heating,
ventilation, and air conditioning equipment; security systems, and
related monitoring services; and other related products and
services.  All assets are located in Canada, with the core water
heater business operating only in Ontario.  Both Reliance and
RIHLP are indirectly owned by Alinda Capital Partners LLC, an
independent infrastructure fund.  
     
The ratings reflect the very stable and predictable cash flows
generated from the water heater business, tempered with the more
variable and higher risk security monitoring business, which
generates approximately 20% of EBITDA.
     
"The water heater business has a strong business risk profile and
we consider it an investment-grade business while the security
monitoring business has characteristics of a speculative-grade
business," said Standard & Poor's credit analyst Ronald Charbon.  
S&P consider the consolidated financial profile of Reliance and
RIHLP to be highly leveraged.  
     
The ratings also reflect certain structural features.  Reliance
will be a special purpose, bankruptcy remote operating partnership
formed to indirectly own the companies that operate a portfolio of
home comfort businesses; and the ratings assume that Reliance
meets Standard & Poor's criteria for special
purpose entities, including the provision of an independent
director and a nonconsolidation opinion.  RIHLP's notes will be
structurally subordinated to the Reliance notes and all of its
cash flows for debt payment and equity distributions will be
received after obligations at Reliance have been satisfied.


REMY WORLDWIDE: Files Supplement to Prepackaged Chapter 11 Plan
---------------------------------------------------------------
Remy and its debtor affiliates delivered to the Court on Nov. 7,
2007, a plan supplement in support of their Joint Prepackaged
Plan of Reorganization.

To recall, the Debtors filed a Prepackaged Plan on Oct. 9, 2007.  
The Plan provides for, among others,

   (i) full payment of secured and unsecured claims;
  
  (ii) a backstopped rights offering to raise $85 million in
       preferred equity;

(iii) the exchange of existing 8-5/8% Senior Notes for
       $100 million of new third lien notes and $45 million in
       cash,

  (iv) the conversion of certain subordinated notes into common
       equity of the company; and

   (v) the cancellation of all existing equity interests in Remy.

The Plan Supplement includes Principal Exit Financing Documents,
Employee-Related Documents, and Corporate Governance Documents.

                         Financing Documents

The Principal Exit Financing Documents are comprised of:

1. The Intercreditor Agreements with respect to the (i) the First
   Lien Revolver Credit Facility and (ii) Second Lien Term Loan
   Facility

      The Debtors entered into the two Intercreditor Agreements
      with Barclays Bank PLC, as administrative agent of the
      financing facilities, and certain lenders, on October 10,
      2007.

      The Revolver Cap Amount is $100 million minus the aggregate
      of all repayments and prepayments of the revolver
      obligations under the Revolver Credit Agreement.  The
      Second Lien Cap Amount is $50 million minus the aggregate
      of all repayments and prepayments of the term loan
      obligations under the Second Lien Credit Agreement.

2. The Intercreditor and Subordination Agreement with respect to
   the Third Lien Notes

      The Plan provides for the issuance of new third lien notes.
      The Subordination Agreement provides that each of the Third
      Lien Noteholders agrees that the payment of the Third Lien
      Obligations is and will be subordinate to the prior payment
      in full of the First Lien and Second Lien Obligations.

3. The Borrower Pledge Agreement and the Borrower Security
   Agreement among the Debtors, as pledgors and grantors; and The
   Bank of New York Trust Company, N.A., as collateral agent for
   itself and the holders of Third Lien Notes

      Under the Pledge Agreement, to induce the Agent and
      the noteholders to accept the Third Lien Indenture and
      the related securities, the Pledgor Entities agree to
      pledge collateral, which include (i) limited liability
      company membership interests and (ii) certain shares of
      capital stock the Pledgors hold and own.

      Among the Pledgor Entities are Remy International, Inc.,
      Remy International Holdings, Inc., Power Investments, Inc.,
      and Reman Holdings, LLC.

      Under the Security Agreement, the Grantors agree to grant
      to the Collateral Agent a continuing Lien on certain
      personal property -- the Collateral -- to secure the prompt
      and complete payment and performance of all Obligations,
      including all reasonable out-of-pocket fees, costs, and
      expenses.

      Among the Grantor Entities are Remy International, Inc.,
      Remy, Inc., Remy Sales, Inc., Remy Korea Holdings, L.L.C.,
      Remy India Holdings, Inc., and M&M Knopf Auto Parts,
      L.L.C., Power Investments, Inc., and Reman Holdings, LLC.

4. The Intellectual Property Security Agreement, whereby Debtor
   Grantors agree to grant to The Bank of New York, as
   collateral agent for the Third Lien Noteholders, a continuing
   Lien on the Intellectual Property Collateral.  The
   Intellectual Property Collateral includes patents, trademarks,
   copyrights and related licenses.

5. The Third-Priority Floating Rate Secured PIK Toggle Notes Due
   2014 Indenture.  The Bank of New York serves as trustee under
   the 2014 Indenture.

                   Employee-Related Documents

Included in the Plan Supplement are Amended Employment Agreements
and Restricted Stock Award Agreements the Debtors will enter into
with certain officers and directors.

The Debtors will amend their Employment Agreements with John H.
Weber, Kerry Shiba, John Pittas, David Muir, Gerald Mills, and
Douglas C. Laux, whereby the Executives will receive these
salaries and bonuses:

                                             Bonus
                                   ----------------------
     Executive        Base Salary    Annual    Long-term
     ---------        -----------  ----------  ----------
     John H. Weber      $875,000   $2,400,000  $4,000,000
     Kerry A. Shiba      469,000    1,006,000   1,670,000
     John Pittas         378,000      507,780     990,000
     David Muir          375,000      400,020     660,000
     Gerald Mills        375,000      400,020     660,000
     Douglas C. Laux     450,000      763,040   1,320,000

Under Remy's 2010 Long-Term Incentive Cash Bonus Plan and Remy's
Amended Annual Incentive Bonus Plan, each Participant will be
paid bonus upon the attainment of EBITDAR objectives established
by the Company's Board of Directors.  The Board will determine
which employees of the Company will become participants of the
Bonus Plans.

Upon the occurrence of the Plan becoming effective, Mr. Weber
will be paid an emergence bonus equal to 1.5 times his Base
Salary.  He will be employed and as the chief executive officer
of Remy and will be a member of the company's Board of Directors.  
The other Executives, except for Mr. Laux, will be paid emergence
bonuses equal to 0.75 times their Base Salaries.

After the Effective Date, the Executives will also be entitled to
receive an award of restricted common stock of Remy, par value
$0.0001 per share, equal to the number of shares of Restricted
Stock with a value equal to 2% of the total equity value of the  
Company immediately after the Effective Date.  

The shares will vest 12% of the shares on each of the first,
second, and third anniversaries of the date of grant of the award
and 32% on each of the fourth and fifth anniversaries of the
Grant Date, provided that the Executive remains continually
employed through each anniversary date and satisfies the terms of
the applicable award.

Under the Amended Employment Agreements, the Executives are
eligible to participate in all pension, 401(k) and other employee
pension benefit plans, policies and programs.

                        Governance Documents

The Plan Supplement also provides a copy of:

   * The Registration Rights Agreement,
   * Remy International, Inc.'s Amended and Restated By-laws, and
   * The Fourth Amended and Restated Certificate of Incorporation
     of Remy International, Inc.

The Debtors disclose that these individuals will serve as
directors of Reorganized Remy International, Inc.:

     1. John H. Weber
     2. Eric A. Scroggins
     3. Brent B. Bickett
     4. William P. Foley
     5. Al Stinson
     6. Norman Stout
     7. Stephen Magee

The individuals who will serve as officers of Reorganized RII,
the Debtors add, are:

   Name             Position
   ----             --------
   John H. Weber    CEO, President, and Director
   Gerald T. Mills  Senior V-Pres., Chief Human Resources Officer
   David R. Muir    Senior V-Pres., Chief Procurement Officer
   Douglas C. Laux  Senior V-Pres., Chief Financial Officer
   John J. Pittas   Senior V-Pres., President of the Electrical
                    Aftermarket Business of Remy

A full-text copy of the 610-page Remy Plan Supplement is
available for free at http://ResearchArchives.com/t/s?255a

Certain of the Plan documents remain subject to approval by some
or all of the Plan Support Parties, the Committed Purchasers, the
Steering Committee, the Informal Committee, the Debtors and
certain other parties.

The Debtors aver that the Plan Supplement is integral to the Plan
and, if the Plan is approved, will be approved in the
Confirmation Order.

                      About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/  
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.  The Debtors' taps Greenbert Traurig, LLP, as special
corporate advisory and litigation counsel and Ernst & Young LLP
as their accountant, auditor and tax services provider.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 7, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


REMY WORLDWIDE: Plan Confirmation Hearing Set for November 20
-------------------------------------------------------------
A hearing to consider the confirmation of Remy Worldwide Holdings
Inc. and its debtor-affiliates' Joint Prepackaged Plan of
Reorganization has been set for Nov. 20, 2007.

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/  
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.  The Debtors' taps Greenbert Traurig, LLP, as special
corporate advisory and litigation counsel and Ernst & Young LLP
as their accountant, auditor and tax services provider.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 7, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


RIVERDEEP INTERACTIVE: Harcourt Deal Cues Moody's Rating Action
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Riverdeep
Interactive Learning USA Inc.'s proposed $5.450 million senior
secured first lien credit facilities and a Caa2 to its proposed
$1,700 million senior secured second lien facilities.  In
addition, Moody's confirmed Riverdeep's B3 Corporate Family rating
with a negative rating outlook. Details of the rating action are:

Rating assigned:

Riverdeep Interactive Learning USA Inc.

   -- $500 million senior secured first lien revolving credit
      facility due 2013 -- B1, LGD3, 32%

   -- $4,950 million senior secured first lien term loan B due
      2014 -- B1, LGD3, 32%

   -- $600 million senior secured second lien term loan due
      2014 -- Caa2, LGD5, 81%

   -- $1,100 million senior secured second lien delayed draw
      term loan due 2014 -- Caa2, LGD5, 81%

Ratings confirmed:

   -- Corporate Family rating -- B3

   -- Probability of Default rating -- B3

Ratings confirmed subject to withdrawal at closing:

   -- $250 million senior secured first lien revolving credit
      facility, due 2012

   -- $2,120 million senior secured first lien term loan, due
      2013

The rating outlook is negative.

This concludes the review for possible downgrade which Moody's
initiated on July 17, 2007, following the company's announcement
that it planned to acquire the Harcourt Education, Harcourt Trade
and Greenwood-Heinemann divisions of Reed Elsevier.

Proceeds from the proposed facilities and $235 million of new cash
common stock will be used to pay a cash consideration of $3,700
million for the Harcourt acquisition; refinance $2,087 million of
existing Riverdeep senior secured debt facilities and $589 million
of its existing unrated senior unsecured bridge facility; pay fees
and expenses of $257 million; and provide $252 million in
additional cash.

In addition, Riverdeep will pay the seller an equity
consideration, in common stock, valued by Riverdeep management at
$300 million.  Riverdeep plans to keep in place existing unrated
debt, including Riverdeep Holdings Limited's $390 million senior
unsecured facility, Riverdeep Group Limited's $447 million senior
unsecured facility, Houghton Mifflin Company's $142 million senior
secured notes and HM Receivables Co., LLC's $100 million
securitization facility. Moody's notes that the proposed equity
contribution will be more than consumed by fees and expenses
associated with the proposed acquisition and related financing.

The confirmation of Riverdeep's B3 Corporate Family rating
reflects the increased market share which the Harcourt acquisition
will bestow upon Riverdeep (increasing its market position in the
US basal publishing segment to number two from number four) and
management's expectation that the increased EBITDA and free cash
flow resulting from the acquisition and related synergies will
result in a meaningful reduction of consolidated leverage by the
end of 2009.  In addition, the rating confirmation incorporates
(1) the formal decision of Riverdeep's board to abstain from
pursuing any significant acquisition or any releveraging
recapitalization over the next two year period and (2)
management's commitment to apply the full net proceeds from the
sale of its College division (if successfully concluded) to reduce
term loan debt.

The negative outlook reflects the large increase in Riverdeep's
debt (which more than doubles) resulting from the proposed
financing, uncertainty that Riverdeep will succeed in growing
market share, delivering cost cutting synergies, and achieving
positive free cash flow, to the degree currently planned by
management, and the possibility that market conditions could
prevent a meaningful rebound in some of Riverdeep's business
lines.

The B3 Corporate Family rating continues to underscore Riverdeep's
heavy debt burden, high leverage, the rapid pace of the company's
growth under its present owners and the integration risks which
the company faces in connection with the proposed acquisition of
Harcourt, on top of on-going integration related to the Houghton
Mifflin, acquisition, which occurred less than a year ago.

Additionally, the rating incorporates the fierce competition which
Riverdeep faces from established educational publishing rivals,
(including Pearson and McGraw Hill) and the secular threat which
the market faces from increasing electronic substitution.  Ratings
are supported by the barriers which the capital-intensive basal
publishing sector presents to new entrants, the importance
associated with spending on K-12 educational materials, the
reputation of the Houghton Mifflin, Harcourt and Riverdeep brand
names, and the relatively strong state adoption calendar expected
for the period 2007-2010.

The proposed first lien credit facilities benefit from a guarantee
of Riverdeep's parent, Riverdeep Interactive Learning Ltd., and
all direct and indirect subsidiaries, including Riverdeep Inc.
LLC, and Houghton Mifflin Company (excluding subsidiaries of
Houghton Mifflin Company), and are secured by a pledge of the
stock and substantially all assets of the guarantors.  The
proposed second lien facilities are guaranteed by the same parties
which guarantee the second lien facilities, but with a second lien
security interest.

Riverdeep Interactive Learning USA Inc. is one of the largest U.S.
educational publishers with revenues of about $2.4 billion for the
LTM period ended June 30, 2007, pro forma for the Harcourt
acquisition.  The company is headquartered in Dublin, Ireland.


ROGER ENGEN: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Roger Delano Engen
        19916 Cohen Drive
        Juneau, AK 99801

Bankruptcy Case No.: 07-00599

Chapter 11 Petition Date: November 13, 2007

Court: District of Alaska (Juneau)

Judge: Donald MacDonald IV

Debtor's Counsel: Brock M. Weidner, Esq.
                  Law Office of Brock M. Weidner
                  P.O. Box 35152
                  Juneau, AK 99803
                  Tel: (907) 790-4434

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank of America                  Bank Loan              $53,300
P.O. Box 15026
Wilmington, DE 19850-5026

Key Bank                         Bank Loan              $25,000
P.O. Box 94722
Cleveland, OH 44101

Wells Fargo                      Trade Debt             $23,400
Wells Fargo Business District
P.O. Box 348750
Sacramento, CA 95834

Citibank                         Bank Loan              $23,000
Citibusiness Cards

Discover                         Bank Loan              $13,000

CBJ                              Trade Debt             $12,000

Sears Plus                       Trade Debt              $7,100

Capital One                      Bank Loan               $2,000


ROUTE 66: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Route 66 Street Village Corporation
        P.O. Box 3183
        Pinellas Park, FL 33781

Bankruptcy Case No.: 07-10971

Type of Business: The Debtor develops real estate and
                  rental units.

Chapter 11 Petition Date: November 13, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
BB&T                             Credit Card              $11,608
Bankcard Service Center
P.O. Box 698
Wilson, NC 27894-0698

ASAP Equipment Rental            Claim of Lien             $8,600
5377 McIntosh Road
Sarasota, FL 34233

Diane Nelson, Tax Collector      Real Estate Taxes         $8,000
P.O. Box 10832
Clearwater, FL 33757-8832

David A. Bacon, Esq.             Legal Services            $2,638

Harry W. Marlow, Inc.            Survey Services           $1,500

Environmental Analysis and       Services                  $1,431
Permitting, Inc.

Armstrong Environmental          Services                    $943
Services


SALANDER-O'REILLY: Wants to Use First Republic's $1.5MM DIP Fund
----------------------------------------------------------------
Salander-O'Reilly Galleries LLC asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to borrow up to
$1.5 million in postpetition financing from its secured lender,
First Republic Bank, the Associated Press reports.

Salander-O'Reilly Galleries, AP says, will use the money to
finance its operating costs.  First Republic Bank already extended
$25.3 million in prepetition loan to the Debtor, AP relates.

The Court will hear the Debtor's request today, November 15.

                About Salander-O'Reilly Galleries

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art  
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners
are Carol F. Cohen of Two Swans Farm claiming  $4,607,900; Giorgio
Cavallon Family LP with $960,000 claim; and Richard Ellenberg with
a contract claim of $50,400.  Amos Alter, Esq. at Troutman Sanders
LLP and John Koegel, Esq. at The Koegel Group LLP are counsels to
the petitioners.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, and independent turnaround firm.


SCOTTISH RE: Moody's Holds (P)Ba3 Rating on Senior Unsecured Shelf
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Scottish Re
Group Limited (senior unsecured shelf of (P)Ba3) and changed the
outlook to negative from stable.  The change in outlook applies to
the company's debt ratings and the Baa3 insurance financial
strength ratings of the company's core insurance subsidiaries,
Scottish Annuity & Life Insurance Company (Cayman) Ltd. and
Scottish Re Inc.  All of the aforementioned ratings were affirmed.

Moody's says that the change in outlook was driven primarily by
adverse experience on the company's substantial exposure to
subprime and Alt-A investments.  As of the end of the third
quarter, Scottish Re had about $3 billion of subprime ABS and Alt-
A holdings, which represented 27% of its total investment
portfolio.  For the third quarter of 2007, the company reported a
net loss of $109.5 million, driven by $102 million in realized
losses on investments, including $95 million of subprime-related
losses.

According to Scott Robinson, Moody's vice president & senior
credit officer, "Notwithstanding the relatively high quality of
investments, the magnitude of the company's subprime and Alt-A
exposure makes the company susceptible to further losses,
especially in a severe downside scenario.  While its operating
income was in line with our expectations, credit challenges in the
investment portfolio together with continued financial reporting
control issues may make it more difficult for Scottish Re to
regain the confidence of cedants and write meaningful amounts of
new business."

Moody's notes that although much of the subprime ABS and Alt-A
exposure ($2.3 billion) resides in non-recourse securitization
vehicles the company has sponsored, the company's substantial
equity investments in these securitizations would be further
eroded should the investment holdings experience additional
realized losses.

As further default experience on recent vintages of subprime and
Alt-A investments emerges, Moody's will continue to evaluate the
impact of potential ranges of investment losses on the company's
financial condition.

These ratings were affirmed, with the outlook changed to negative
from stable:

Scottish Re Group Limited:

   -- Senior unsecured shelf of (P)Ba3;
   -- subordinate shelf of (P)B1;
   -- junior subordinate shelf of (P)B1; preferred stock of B2;
      and
   -- preferred stock shelf of (P)B2

Scottish Holdings Statutory Trust II:

   -- preferred stock shelf of (P)B1

Scottish Holdings Statutory Trust III:

   -- preferred stock shelf of (P)B1

Scottish Annuity & Life Insurance Company (Cayman) Ltd.:

   -- IFS rating of Baa3

Premium Asset Trust Series 2004-4:

   -- senior secured debt of Baa3

Scottish Re Inc.:

   -- insurance financial strength of Baa3

Stingray Pass-Through Certificates:

   -- Baa3 (based on IFS rating of SALIC)

On August 22, Moody's affirmed Scottish Re's ratings and changed
the outlook to stable from positive.  The rating action followed
the company's disclosure of sizable holdings of subprime ABS and
Alt-A holdings in its investment portfolio.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda.  On Sept. 30,
2007, Scottish Re reported total assets of $13.4 billion and
shareholder's equity of $869 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SMK SPEEDY: Need to Cut Overhead Costs Cues CCAA Bankruptcy Filing
------------------------------------------------------------------
SMK Speedy International Inc. obtained protection under the
Companies' Creditors Arrangement Act on Nov. 8, 2007.

"This action was necessary to allow the company the opportunity to
complete the franchising of certain remaining corporate owned
stores, the sale of others and the reduction of corporate
overheads," said Dorsy Asplund, chief executive officer.

"We are now in the process of franchising and selling the
remaining stores as quickly as possible.  We are confident that a
strong franchise operation will emerge from this process. The
majority of the Speedy locations have previously been franchised
and are continuing to operate on a business as usual basis."

KPMG LLP is the financial advisor to the company.  Mintz &
Partners Limited is the monitor in the Debtor's cases appointed by
the Superior Court of Justice.

Ontario-based SMK Speedy International Inc. --
http://www.speedy.com/-- is a privately held specialty car repair  
shop owned by Speedy Muffler King which opened its' first store in
1956 and was one of the first muffler replacement specialists in
North America.  The company specializes in exhaust and muffler
repair under the Speedy Auto Service name (originally Speedy
Muffler King), its mechanics also fix shocks, brakes, steering,
and variety of other automotive ailments.  The company operates
more than 120 stores in Canada and licenses eight stores in South
Korea.  The Goldfarb Corporation in 2004 sold its controlling
interest in SMK Speedy to Minute Muffler and Brake, a Canadian
automotive services company with more than 110 franchised
locations.


SPATIALIGHT INC: Sept. 30 Balance Sheet Upside-Down by $13.5 Mil.
-----------------------------------------------------------------
SpatiaLight Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $5.5 million in total assets and $19.0 million in total
liabilities, resulting in a $13.5 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $695,152 in total current assets
available to pay $17.8 million in total current liabilities.

The company reported a net loss of $2.9 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$4.2 million in the same period in 2006.  The company recognized
revenue of approximately $298,000 during the quarter ended
Sept. 30, 2006, primarily from sales of LCoS Sets to LGE.  The
company recognized no revenue during the third quarter 2007.  

LGE has informed the company that they intend to discontinue
production of RPTVs and they are no longer ordering T-3 LCoS Sets
from the company.  The loss of this customer and the company's  
inability to obtain additional purchase orders from its current or
prospective customers to replace the loss in expected revenue in a
timely manner has significantly harmed sales and results of
operations during 2007.

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?254c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 23, 2007,
Odenberg, Ulakko, Muranishi & Co. LLP, in San Francisco, expressed
substantial doubt about SpatiaLight 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 operating losses, negative cash
flows from operations, negative working capital position, and
stockholders' deficit.

                      About SpatiaLight Inc.

Headquartered in Novato, California, SpatiaLight Inc. (OTC BB:
HDTV.OB) -- http://www.spatialight.com/-- manufactures high-
resolution LCoS imagers for use in high-definition display
applications such as rear projection televisions, monitors, front
projection systems, near-to-eye applications, micro-projectors and
other display applications.  The company's primary manufacturing
facility is located in South Korea.


SPATIALIZER AUDIO: Earns $472,342 in Third Quarter Ended Sept. 30
-----------------------------------------------------------------
Specillizer Audio Laboratories Inc. reported net income of
$472,342 on royalty revenues of $30,107 for the third quarter
ended Sept. 30, 2007, compared with a net loss of $61,798 on
royalty revenues of $67,744 in the same period last year.

The increased net income results solely by the one time sale of
the company's assets.  There will be no more licensing revenue in
the future under the company's current business model, as
substantially all of the assets of the company were sold on
July 2, 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1,651,967 in total assets, $46,371 in total liabilities, and
$1,605,596 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?254f

                       Going Concern Doubt

Ramirez International Financial & Accounting Services Inc., in
Irvine, Calif., expressed substantial doubt about Spatializer
Audio Laboratories Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's significant operating losses.

                     About Spatializer Audio

Headquartered in Thousand Oaks, Calif., Spatializer Audio
Laboratories Inc. (OTC BB: SPAZ.OB) -- was a developer, licensor
and marketer of next-generation audio technologies for the
consumer electronics, computing and mobile communication markets.


STATION CASINO: Moody's Cuts Rating on Senior Notes to B2
---------------------------------------------------------
Moody's Investors Service downgraded the existing senior unsecured
notes of Station Casino Inc. to B2 (LGD 3, 46%) from Ba2 (LGD3,
48%) and existing senior subordinated notes to Caa1 (LGD5, 83%)
from Ba3 (LGD5, 82%) in line with expectations outlined in Moody's
press release dated Oct. 22, 2007.  

In addition, Moody's removed the provisional designation of
Station's B2 corporate family rating and Ba2 senior secured bank
credit facility that were assigned on Oct. 22, 2007. Concurrently,
Moody's concluded the review of Station Casinos, Inc. ratings
initiated on Dec. 4, 2006 and will withdraw those ratings.

Moody's assigned an SGL-2 speculative grade liquidity rating. The
SGL rating reflects the company's ability to service debt
obligations and capital spending needs over the next twelve months
from cash flow and the existence of alternate liquidity provided
by its $650 million revolving credit facility (estimated
availability of about $500 million).  Station is expected to have
solid room under its leverage covenants, and adequate cushion
under its interest coverage covenants.  Given that all the
company's assets are currently pledged, the company has limited
ability to raise cash through asset sales.

These actions follow the completion of the acquisition of Station
Casinos by a group of investors led by Frank J. Fertitta III,
chairman and chief executive officer of Station, Lorenzo J.
Fertitta, vice chairman and president of Station, and Colony
Capital Acquisitions LLC, an affiliate of Colony Capital LLC.  The
outlook is stable.

Station Casinos Inc., headquartered in Las Vegas Nevada, owns and
operates gaming and entertainment facilities including Red Rock
Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station
Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Casino
and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada,
Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel
in North Las Vegas, Nevada, and Sunset Station Hotel & Casino,
Fiesta Henderson Casino Hotel, Magic Star Casino, Gold Rush Casino
and Lake Mead Casino in Henderson, Nevada.  Station also owns a
50% interest in Green Valley Ranch Station Casino, among others.  
Station manages Thunder Valley Casino near Sacramento, California
on behalf of the United Auburn Indian Community.


TAXI TECHNOLOGY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Taxi Technology Corp.
        622 West 57th Street
        New York, NY 10019

Bankruptcy Case No.: 07-13562

Type of Business: The Debtor is one of four companies that the New
                  York City Taxi & Limousine Commission approved
                  to provide mandatory technology systems such as
                  credit and debit card payment acceptance
                  ability, real-time passenger maps, interactive
                  advertising and text-messaging capability to
                  taxicab owners.

Chapter 11 Petition Date: November 13, 2007

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, L.L.P.
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


TRENT VON'LEE: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trent D. Von'Lee
        21 Pinnacle Ridge Road
        Farmington, CT 06032

Bankruptcy Case No.: 07-21598

Chapter 11 Petition Date: November 9, 2007

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Gregory F. Arcaro, Esq.
                  Brown,Paindiris & Scott, LLP
                  2252 Main Street
                  Glastonbury, CT 06033
                  Tel: (860) 659-0700

Total Assets: $2,925,195

Total Debts:  $1,986,754

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
U.S. Department of Education     Student Loan            $6,125
501 Bleeker Street
Utica, NY 13502

Chi T. Hoang                     Judgment                $2,980
10 Sunrise Terrace
East Granby, CT 06026

New Alliance Bank                Judgment                $2,659
c/o Jacobs & Rozich, LLC
142 Temple Street
P.O. Box 1952
New Haven, CT 06509

Prestige Collection              Services                $2,065

Jefferson Capital Services       Unknown                 $1,818

Credit Protection Association    Merchandise             $1,586

Connecticut Valley Radiology     Medical Services        $1,291

Aaron Sales & Lease              Unknown                 $1,049

NCO Financial                    Merchandise               $568

SNET                             Utilities                 $492

AT&T Services                    Utilities                 $320

Stassinos Law Offices            Unknown                   $253    

Kason CR CRP                     Medical Services          $110


VICTORY OUTREACH: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Victory Outreach Oakland
        3814 MacArthur Boulevard
        Oakland, CA 94619

Bankruptcy Case No.: 07-43864

Type of Business: A California religious nonprofit corporation.

Chapter 11 Petition Date: November 13, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: Charles D. Novack, Esq.
                  Law Offices of Charles Novack
                  409 13th Street 10th Floor
                  Oakland, CA 94612
                  Tel: (510) 465-1000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Benjamin Mohr                                           $15,000
M.C. Lending
P.O. Box 39
San Ramon, CA 94583

Wells Fargo Bank                 Overdraft               $4,576
3450 Fruitvale Avenue
Oakland, CA 94619

Capital One                      Credit Card Debt        $4,367
c/o Corporation Service Co
11 South 12th Street
Richmond, VA 23218

American Express                 Credit Card             $3,000

Integrity Direct                                           $210

Avaya                                                      $164

Collection Bureau of America                               $143

Woodforest National Bank                                    $52


VIEWPOINT CORP: Posts $256,000 Net Loss in 3rd Qtr. Ended Sept. 30
------------------------------------------------------------------
Viewpoint Corporation disclosed recently financial results for the
third quarter and nine months ended Sept. 30, 2007.

Net loss for the third quarter of 2007 was $256,000 compared to a
net loss of $5.2 million in the second quarter 2007 and a net loss
of $12.3 million in the third quarter 2006.  Operating loss for
the third quarter of 2007 was $2.4 million, compared to operating
loss of $2.6 million in the second quarter of 2007 and a
$13.2 million operating loss for the third quarter of 2006.  Both
the net loss and operating loss in the third quarter of 2006
included a non-cash goodwill impairment charge of $10.7 million.

Viewpoint reported total revenue of $4.5 million for the third
quarter of 2007, an 18% as compared to $3.8 million in the second
quarter of 2007 and a 40% increase as compared to $3.2 million in
the third quarter 2006.  Gross profit was $2.4 million for the
third quarter of 2007, in line with the second quarter of 2007,
and an increase of 3% compared to the $2.3 million in the third
quarter of 2006.

Patrick Vogt, chief executive officer, commented, "I am pleased
with the progress in the third quarter.  Our Unicast Ad Delivery
platform continues to achieve strong results as we maintain our
laser focus on meeting the escalating demand for Premium Rich
Media.  Our business continues to gain momentum and we are on
track to finish 2007 with strong financial results."

Adjusted operating loss for the third quarter 2007 was
$1.5 million, in-line with the second quarter of 2007 and an
improvement over a $1.7 million adjusted operating loss in the
third quarter of 2006.

For the nine months ended Sept. 30, 2007, the company reported
revenue of $11.7 million, a 10% decrease compared to $12.9 million
for the same period in 2006.  Gross profit for the nine months
ended Sept. 30, 2007, was $7.1 million, a 4% decrease compared to
$7.4 million for the nine months ended Sept. 30, 2006.  
Viewpoint's operating expenses for the nine month period ending
Sept. 30, 2007, were $14.0 million, compared with $25.8 million
for the nine month period ending Sept. 30, 2006.

The company's net loss for the nine months ended Sept. 30, 2007,
of $7.4 million was based on a loss from operations of
$6.9 million, which included charges of $1.3 million for non-cash
stock based compensation and $1.2 million for depreciation and
amortization.  This compares to a net loss for the nine months
ended Sept. 30, 2006, of $19.1 million based on a loss from
operations of $18.5 million, which included charges of
$1.6 million for non-cash stock based compensation and $900,000
for depreciation and amortization and a $10.7 million non-cash
goodwill impairment charge.

During the first nine months of 2007 the adjusted operating loss
was $4.4 million as compared to an adjusted operating loss of
$5.2 million for the first nine months of 2006.

Viewpoint's cash, cash equivalents, and marketable securities as
of Sept. 30, 2007, were $3.3 million.  This can be compared to
cash, cash equivalents, and marketable securities of $5.7 million
as of June 30, 2007, and $4.3 million as of Dec. 31, 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$28.6 million in total assets, $10.4 million in total liabilities,
and $18.2 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?254a

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2007,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about Viewpoint Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, 2005, and 2004.   
The auditing firm pointed to the company's negative cash flow
from operations, net losses since inception, and limited capital
to fund future operations.

                      About Viewpoint Corp.

Headquartered in New York, Viewpoint Corp. (NasdaqGM: VWPT) --
http://www.viewpoint.com/-- is an Internet marketing technology  
company, offering Internet marketing and online advertising
solutions through the powerful combination of its proprietary
visualization technology and a full range of campaign management
services including TheStudio, Viewpoint's creative services group;
Unicast, Viewpoint's online advertising group; and KeySearch,
Viewpoint's search engine marketing consulting practice.  The
company has approximately 140 employees with offices in New York,
Los Angeles, Austin, Texas and London.


WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 26 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C23 as:

   -- Class A-1, $80,695,398, affirmed at Aaa
   -- Class A-2, $137,307,000, affirmed at Aaa
   -- Class A-3, $62,700,000, affirmed at Aaa
   -- Class A-PB, $252,071,000, affirmed at Aaa
   -- Class A-4, $1,280,716,000, affirmed at Aaa
   -- Class A-5, $500,000,000, affirmed at Aaa
   -- Class A-1A, $618,842,366, affirmed at Aaa
   -- Class A-M, $422,986,000, affirmed at Aaa
   -- Class A-J, $274,941,000, affirmed at Aaa
   -- Class X-P, Notional, affirmed at Aaa
   -- Class X-C, Notional, affirmed at Aaa
   -- Class B, $37,011,000, affirmed at Aa1
   -- Class C, $52,873,000, affirmed at Aa2
   -- Class D, $37,011,000, affirmed at Aa3
   -- Class E, $31,724,000, affirmed at A1
   -- Class F, $42,299,000, affirmed at A2
   -- Class G, $52,873,000, affirmed at A3
   -- Class H, $52,873,000, affirmed at Baa1
   -- Class J, $58,161,000, affirmed at Baa2
   -- Class K, $52,873,000, affirmed at Baa3
   -- Class L, $10,575,000, affirmed at Ba1
   -- Class M, $21,149,000, affirmed at Ba2
   -- Class N, $15,862,000, affirmed at Ba3
   -- Class O, $10,575,000, affirmed at B1
   -- Class P, $15,862,000, affirmed at B2
   -- Class Q, $15,862,000, affirmed at B3

As of the Oct. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 0.7% to $4.20
billion from $4.23 billion at securitization.  The certificates
are collateralized by 307 mortgage loans.  The loans range in size
from less than 1% to 7.5% of the pool, with the top 10 loans
representing 33.9% of the pool.  No loans have defeased.  There
are two shadow rated loans comprising about 1.2% of the pool.  The
pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Fifty three
loans, representing 30.2% of the pool, are on the master
servicer's watchlist.

Moody's was provided with full-year 2006 operating results for 89%
of the performing loans. Moody's loan to value ratio for the
conduit component is 103.7%, virtually the same as at
securitization.

The top three conduit loans represent 18.3% of the outstanding
pool balance.  The largest conduit loan is the Prime Outlets Pool
Loan ($315.3 million -- 7.5%), which is a 50% participation
interest in a $630.6 million loan secured by 10 retail centers
located in eight states, including Texas, Pennsylvania, Florida,
and Ohio.  The total gross leaseable area is 3.5 million square
feet.  The loan is interest only for the first 24 months of the
term, amortizing on a 360-month schedule thereafter.  Moody's LTV
is 109.7%, the same as at securitization.

The second largest conduit loan is the 1775 Broadway Loan
($250 million - 5.9%), which is secured by a 25-story, 619,000
square foot, Class B office building, located in the Columbus
Circle submarket of New York City.  The loan is on the master
servicer's watchlist due to low debt service coverage.  Several
major tenants with below market rents have leases expiring in 2008
and 2009.  The loan is interest only for the first 48 months of
the term, amortizing on a 360-month schedule thereafter.  Moody's
LTV is 114.6%, the same as at securitization.

The third largest conduit loan is the 620 Avenue of the Americas
Loan ($205 million - 4.9%), which is secured by a seven-story,
670,000 square foot, office/retail building, located in the
Flatiron submarket of New York City.  The loan is on the master
servicer's watchlist due to low debt service coverage.  Several
major tenants with below market rents have leases expiring in
2010.  The loan is interest only for its entire term.  There is
additional debt in the form of a junior non-pooled component ($30
million) and mezzanine debt ($30 million).  Moody's LTV is 110.4%,
the same as at securitization.

The largest shadow rated loan is the Cavalier Country Club
Apartments Loan ($26.7 million -- 0.6%), which is secured by a
744-unit apartment complex located in Newark, Delaware.
Performance has been negatively impacted by higher expenses.
Moody's current shadow rating for the loan is Baa3, compared to
Baa2 at securitization.

The second largest shadow rated loan is the 594 Broadway Loan ($24
million -- 0.6%), which is secured by a 217,000 square foot office
building located in New York City.  Performance has been
negatively impacted by higher expenses.  Moody's current shadow
rating for the loan is Baa1, compared to A2 at securitization.


WATERFORD WEDGWOOD: Posts EUR85 Mil. Equity Deficit at Sept. 30
---------------------------------------------------------------
Waterford Wedgwood plc released interim results for the six months
to Sept. 30, 2007.

Waterford posted a net loss of EUR57.1 million on EUR317.4 million
of revenue for the six months ended Sept. 30, 2007, compared with
a net loss of EUR21.1 million on EUR352.5 million of revenue for
the same period in 2006.

At Sept. 30, 2007, the Group's consolidated balance sheet showed
EUR683.2 million in total assets, EUR767.7 million in total
liabilities, and EUR84.5 million in stockholders' deficit.

"After significant improvements in the bottom line in the year to
March 2007, results for the first half of this year slowed," Peter
Cameron, chief executive of Waterford, commented.  "There was
genuine consumer enthusiasm for our products, especially in the
US, but sales were affected by product shortages over the six
months to September, and adverse currency fluctuations."

"The lack of working capital for much of the period, which limited
our ability to manufacture and deliver our products, was addressed
following receipt of the proceeds of the Open Offer. There is now
a significant backlog of orders and we are confident of a strong
Christmas season.  Our new and contemporary ranges are being met
with enthusiasm, and the investment we made in our portfolio is
now being reflected in a higher demand for our products - the
total order book at
Nov. 1, 2007, was 14% up on the same date last year.

"We announced in October that we planned a restructuring of the
Group's cost base which we aim to implement by the end of this
financial year.  We are now in consultations with our employee
representatives and expect to announce a fully-financed plan in
the near future.  While we maintain a vigilant watch over
our cost base, we recognize that cost reduction by itself will not
be enough -- driving sales will be key and I am confident that
with the capital injection now in place, revenues should gather
momentum.  We also disclosed in October that we were in advanced
talks with a major financial institution concerning a significant
investment in the Group's Preference Shares.  These talks are
ongoing.

"We expect the profit margin benefits of the restructuring, demand
for our contemporized products and the benefits of the recent
refinancing to combine to give an improved performance in the
second half of the current financial year."

Headquartered in Waterford, Ireland, Waterford Wedgwood plc
-- http://www.waterfordwedgwood.com/-- manufactures premium-
priced goods including crystal, ceramics and cookware.  The
company has leading positions in its key markets in the US,
Europe and Japan.

                          *    *    *

Waterford Wedgwood's 9-7/8% notes due 2010 carry junk ratings
from Moody's Investors' Service's (Caa2), Standard & Poor's
(CCC-), and Fitch Ratings (CC).  These ratings apply to date.


WAVE SYSTEMS: Posts $4.8 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Wave Systems Corp. reported recently results for the third quarter
of 2007.

For the 2007 third quarter, the company reported a net loss of
$4.8 million compared to a 2006 third quarter net loss of
$4.5 million.  The increased net loss reflects increased spending
in both research and development and selling, general and
administrative expenses, principally reflecting increased
headcount largely in sales and customer support and engineering,
as well as higher professional fees, stock option expense, rent
and travel expenses.  

Principally reflecting an increase in license revenues in the
third quarter of 2007 versus last year, Wave's net revenues rose
to $1.7 million, compared to 2006 third quarter revenues of
$846,000.  The improvement in license revenues was principally due
to increased royalties from shipments of Wave software by Wave's
leading OEM partner.  Gross profit rose to $1.5 million or 87.9%
compared to $643,000 or 76.0% in the 2006 third quarter.

As of Sept. 30, 2007, Wave had total current assets of
$9.6 million, including cash and equivalents of $7.8 million, and
no long-term debt.

Steven Sprague, Wave's president and chief executive officer,
commented, "Our third quarter results reflect continued growth
principally as a result of the deployment of our trusted computing
solutions via our OEM partners.  Year-to-date our EMBASSY Trust
Suite software has shipped on over 13 million PCs, bringing our
total shipments to over 17 million.  As the installed base of
Trusted Platform Modules increases and trusted computing becomes
more prevalent, we are seeing growing interest in the use of the
technology.  During the third quarter and into the fourth quarter,
we are seeing a healthy increase in demand for software upgrades.

"With the commercial availability of Seagate's Momentus 5400 hard
drive solutions starting in the third quarter, we have realized a
significant uptake in interest in Wave's trusted computing
software solutions.  While the revenue contribution from this
source was minimal in the third quarter, there is strong interest
in our product.  We have already successfully closed a number of
initial enterprise sales in a variety of industries, and our
pipeline of opportunities is growing.  In addition to the activity
around full disc encryption, we have seen a tremendous up-tick in
interest in the TPM.  Many customers are considering the
deployment of both solutions and in particular, they are looking
at the authentication capabilities of TPMs and biometrics as well
as Wave's software to manage those devices.

"Our company-wide imperative is to focus on our current sales
opportunities.  At the same time, we have worked to expand the
reach of our sales and marketing effort through recently forged
sales relationships with Safend, Convergent Computing and Ping
Identity.  Seeking additional complementary partner relationships
remains another important component of our effort to expand
awareness of our solutions on both an application-specific and
geographic basis."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$10.3 million in total assets, $3.3 million in total liabilities,
and $7.0 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?2548

                       Going Concern Doubt

KPMG, in Boston, expressed substantial doubt about Wave Systems
Corp.'s ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations and accumulated
deficit.

                       About Wave Systems

Headquartered in  Lee, Massachusetts, Wave Systems Corp.
(NasdaqGM: WAVX) -- http://www.wave.com/-- delivers computing  
applications and services with advanced products, infrastructure
and solutions across multiple trusted platforms from a variety of
vendors.  Wave holds a portfolio of significant fundamental
patents in security and e-commerce applications and employs some
of the world's leading security systems architects and engineers.


WELLS FARGO: Fitch Holds Low-B Ratings on 10 Cert. Classes
----------------------------------------------------------
Fitch Ratings affirmed these Wells Fargo Mortgage Backed
Securities pass-through certificates:

Wells Fargo 2002-10

   -- 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 'AA';
   -- Class B-5 affirmed at 'A'.

Wells Fargo 2002-14

   -- 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'.

Wells Fargo 2002-18

   -- Class A affirmed at 'AAA'.

Wells Fargo 2002-20

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-3 Group 1

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-3 Group 2

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-4

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

Wells Fargo 2003-5

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

Wells Fargo 2003-9 Group 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'.

Wells Fargo 2003-9 Group 2

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

Wells Fargo 2003-10

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-12

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-13

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-14

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-16

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

Wells Fargo 2003-17

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-18

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-19

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-B

   -- 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 affirmed at 'BB+';
   -- Class B-5 affirmed at 'B+'.

Wells Fargo 2003-I

   -- 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+'.

Wells Fargo 2003-K

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-M

   -- Class A affirmed at 'AAA'.

Wells Fargo 2003-O

   -- Class A affirmed at 'AAA'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect about
$5.81 billion of outstanding certificates.

As of the October distribution date, the transactions listed above
are seasoned from 46 (2003-19 and 2003-O) to 65 (2002-10) months.  
The pool factors (current principal balance as a percentage of
original) range approximately from 9% (2002-18) to 67% (2003-17).

The underlying collateral for Wells Fargo Asset Securities Corp.
transactions consists of prime fixed and adjustable-rate mortgage
loans secured primarily by one- to four- family residential
properties.  All of the mortgage loans were generally originated
in conformity with underwriting standards of Wells Fargo Home
Mortgage Inc.  WFHM sold the loans to Wells Fargo Asset Securities
Corporation, a special purpose corporation, who deposited the
loans into the trust.

Wells Fargo Bank N.A., rated 'RMS1' by Fitch, is the master
servicer for all of the transactions.


WENDY'S INT'L: Gets Lower Purchase Proposal from Triarc Cos.
------------------------------------------------------------
At the request of the Board of Directors of Wendy's International
Inc. and in connection with the company's sales process, Triarc
Companies Inc. has submitted a proposal to purchase 100% of
the food chain's equity with a proposed purchase price below the
valuation range Triarc had indicated it would be prepared to offer
in its July 30, 2007 letter.

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Nelson Peltz, chairman of Triarc, asked the special committee
working on Wendy's sale to consider his company's purchase offer.  
In his letter, Mr. Peltz dislosed that Triarc's offer could range
from $37 to $41 per share, which could increase further depending
on due diligence results.

In its Nov. 12, 2007 proposal, Triarc indicated that the
consideration would be primarily in the form of cash with a
portion to be paid in the form of Triarc equity.

Triarc's proposal is subject to the receipt of satisfactory
financing commitments, completion of due diligence, and the
approval by Triarc's Board of Directors of the final terms of the
transaction, including the final form of the merger agreement and
all other definitive agreements to be entered into in connection
with the transaction.

The Troubled Company Reporter previously disclosed citing the Wall
Street Journal that among the entities interested in buying the
company is Cedar Enterprises Inc., a Columbus, Ohio-based
franchisee which owns 134 Wendy's restaurants.

A group formed by Fidelity National Financial Inc., Thomas H. Lee
Partners LP, Oaktree Capital Management LP, and Ares Management
LLC also joined to bid for the company.

Last week, Fidelity National decided to put off its buyout
offer for the fastfood chain, according to a source cited by The
Wall Street Journal.

According to WSJ's source, Fidelity National pointed to the  
poor terms of a staple financing recently disclosed by Wendy's
banks as the reason why it is not going forward with its bid.

Earlier, an unnamed source told WSJ that the sale of Wendy's
could be affected by a financing package its lenders -- J.P.
Morgan Chase & Co. and Lehman Brothers Holdings Inc. -- provided.

The package, which is anchored by a securitization of the royalty
fees franchisees pay Wendy's, allows the lenders to back out
should financing conditions worsen, the unnamed source said.

Calling the financing as "highly conditional," the unnamed source
believes such term could lower bids or make bidders think twice
about proceeding.

Wendy's decided to sell the business in June 2007 to "minimize
disruption to the company and its operations."  

                    About Triarc Companies Inc.

Headquartered in New York City, Triarc Companies Inc.
(NYSE:TRY.B/TRY) -- http://www.triarc.com/-- is a holding company  
and, through its subsidiaries, is currently the franchisor of the
Arby's restaurant system and the owner of approximately 94% of the
voting interests, 64% of the capital interests and at least 52% of
the profits interests in Deerfield & Company LLC, an asset
management firm.   The Arby's restaurant system is comprised of
approximately 3,600 restaurants, of which, as of Dec. 31, 2006,
1,061 were owned and operated by the company's subsidiaries.

Deerfield & Company LLC, through its wholly-owned subsidiary,
Deerfield Capital Management LLC, is a Chicago-based asset manager
offering a diverse range of fixed income and credit-related
strategies to institutional investors with about
$13.2 billion under management as of Dec. 31, 2006.

                   About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/,http://www.wendys.com/-- and  
its subsidiaries operate, develop, and franchise a system of quick
service and fast casual restaurants in the Americas, Asia, the
Pacific Rim, Europe and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.


WINDSTREAM REGATTA: Moody's Puts Corporate Family Rating at B1
--------------------------------------------------------------
Moody's Investors Service assigned a B1 first-time Corporate
Family rating to Windstream Regatta Holdings Inc.  In addition,
Moody's has assigned a Ba1 rating to Windstream's proposed senior
secured facilities and a B2 to its proposed senior subordinated
notes.  Details of the rating action are:

Ratings assigned:

   -- Proposed $20 million senior secured first lien revolving
      credit facility, due 2013 -- Ba1, LGD1, 9%

   -- Proposed $66 million senior secured term loan B, due 2014
      -- Ba1, LGD1, 9%

   -- Proposed $217 million senior subordinated notes due 2017
      -- B2, LGD4, 65%

   -- Corporate Family rating -- B1

   -- Probability of Default rating -- B1

The rating outlook is stable.

The B1 Corporate Family rating reflects the company's relatively
high leverage, its small scale, the limited growth prospects of
the directory publishing business, the increasing threat posed by
competing directory publishers and web-based directory service
providers in many of Windstream's markets, and the recent soft top
line results experienced by the company.

However, the ratings are supported by Windstream's diversified
customer and geographic market base, its positive free cash flow
generation, adequate liquidity profile and the strong market
position conferred by its exclusive publishing agreements with
Windstream Corporation as the "official" yellow pages directory
within Windstream Corporation's incumbent markets.  The stable
outlook incorporates the relative predictability of Windstream's
sales and the relative resilience of yellow pages advertising to
economic downturns, when compared to other forms of media.

The company plans to use the proceeds of the proposed debt in
connection with a proposed tax free exchange of stock and debt
valued at $525 million.  Windstream's owners (funds associated
with Welsh, Carson, Anderson, and Stowe) will exchange their
current equity investment in Windstream Corporation for all of the
stock of Windstream Yellow Pages Inc. and Windstream will effect a
cash distribution of about $40 million and a debt distribution of
$210.5 million to Windstream Corporation.  In addition, the
proceeds will be used to cover fees and expenses, including a
consulting fee of $10 million to Local Insight Media LP (a
majority owned subsidiary of WCAS)

The stable rating outlook reflects the predictability of
Windstream's business model, its relatively low capital spending
requirements and the absence of any meaningful debt maturities
prior to 2013.

The senior secured facilities are guaranteed by Windstream's
direct and indirect subsidiaries and are secured by a pledge of
stock and assets of the borrower and its operating subsidiaries.  
The senior subordinated notes receive the benefit of the same
guarantees as the senior secured debt, however these guarantees
are unsecured subordinated obligations.

Ratings are subject to Moody's satisfactory review of
documentation, which was not available at the time the ratings
were assigned.

Headquartered in Hudson, Ohio, Windstream Regatta Holdings, Inc.
will represent one of the largest publishers of yellow page
directories in the US.  The company reported revenues of $143
million for the LTM period ended Sept. 30, 2007.


WINDSTREAM REGATTA: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Hudson, Ohio-based Windstream Regatta Holdings
Inc., owner of Windstream Yellow Pages, Inc.  WYP's name is
expected to change to Local Insight Yellow Pages, Inc., after the
transaction closes. The rating outlook is stable.
      
"At the same time, we assigned our loan and recovery ratings to
Windstream's proposed $86 million senior secured credit
facilities, consisting of a $20 million revolving credit facility
and a $66 million term loan," said Standard & Poor's credit
analyst Ariel Silverberg.  The revolving facility and the term
loan were both rated 'BB' with recovery ratings of '1', indicating
that lenders can expect very high (90%-100%) recovery in the event
of a payment default on each of the facilities.

Additionally, S&P assigned its 'B-' rating to Windstream's
proposed $217 million senior subordinated notes.  Proceeds from
the credit facilities and notes will be used to finance the
purchase of WYP by investment funds of Welsh, Carson, Anderson,
and Stowe, pay for fees and expenses, and for general corporate
purposes.
     
The ratings on Windstream Yellow Pages reflect S&P's   expectation
that debt leverage, as measured by total debt to EBITDA, over time
will be managed close to levels permitted under its proposed bond
indenture.  This is more in line with leverage maintained at other
yellow page directory companies owned by WCAS funds.  This is
tempered in part by WYP's geographic diversity, high customer
renewal rates, and incumbent positions.


X-RITE INC: Posts $2.8 Million Net Loss in Quarter Ended Sept. 29
-----------------------------------------------------------------
X-Rite Incorporated has posted a net loss of $2.8 million for the
third quarter ended Sept. 29, 2007, compared to a net loss of
$28.2 million for the same quarter of 2006.

Net sales from continuing operations totaled $55.6 million, an
8.6% increase over third quarter of 2006.

Adjusted operating income, which excludes acquisition and
restructuring expenses, was $4.9 million, and reflects a
gross margin of 55.6% for the third quarter of 2007 versus
$3.6 million and a gross margin of 60.4% for the same period
in 2006.

"Overall sales in our core markets are in line with expectations,
and the integration of the sales, engineering and general &
administrative functions is on track," Thomas J. Vacchiano, Jr.,
Chief Executive Officer of X-Rite, stated.  "Our revenue
performance in the third quarter was consistent with our targets
as we continue to successfully integrate our product lines,
develop exciting new products and expand our customer base."

"Our gross margins were below expectations by approximately 5.0%
in the third quarter," stated Mary E. Chowning, Chief Financial
Officer.  "Approximately 2.6% of the gross margin decline in the
third quarter was related to issues we encountered as we converted
our core operating system and conformed operating practices in
Europe.  This conversion will allow us to standardize operating
policies and practices in the operations area and move product
production from Europe to the U.S. more efficiently.  
Additionally, weak performance in our color services business and
unfavorable product mix impacted our gross margins by
approximately 2.8%.  However, these items are not expected to
impact gross margins significantly in the longer term."

                            Outlook

During fiscal year 2007, the company expects to realize cost
synergies related to the Amazys integration of $14 million to
US$16 million.  This includes the $13.3 million of synergies
achieved in the first nine months of 2007.  Anticipated cumulative
synergies since the closing of the transaction are expected to
range from $20 million to $22 million by the end of 2007.

"Backlog and order levels at the end of the third quarter remain
strong and we continue to believe that we are well positioned to
capitalize on future growth opportunities," stated Vacchiano.  "We
are particularly enthusiastic about the Pantone acquisition and
our ability to leverage their brand, market position and products
to drive our top line going forward.  We remain committed to our
fiscal 2007 guidance of 4% to 6% revenue growth on a combined pro
forma basis and expect our full year results, excluding Pantone,
to be at or slightly above the high end of the range."

                       Pantone Transaction

On Aug. 23, 2007, the company entered into a definitive agreement
to purchase Pantone, Inc. for $180 million in cash.  The
transaction and refinancing of the company's current debt was
financed through new borrowings.  The Pantone acquisition was
completed on Oct. 24, 2007, and thus did not affect third quarter
performance.

                          About X-Rite

Headquartered in Grandville, Michigan, X-Rite Incorporated
(Nasdaq: XRIT) -- http://www.xrite.com/-- offers color    
measurement technology solutions comprised of hardware, software
and services for the verification and communication of color data.  
The company serves a broad range of industries, including graphic
arts, digital imaging, industrial and retail color matching, and
medical, among other industries.  X-Rite serves customers
worldwide from its offices in China, Japan, Mexico, Singapore,
Germany, Switzerland, Italy, Russia, among others.

The X-Rite Latin America sales team provides assistance to
customers in Mexico, Central and South America, and the
Caribbean.  X-Rite's sales team works together with highly
qualified local vendors and distributors to ensure the best
possible personalized customer assistance, offering a wide and
unparalleled array of products, support and repair services.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Moody's Investors Service confirmed X-Rite, Inc.'s B1 corporate
family rating, affirmed the speculative grade liquidity rating of
SGL-1 and revised the outlook to negative in view of the
additional leverage and integration risk associated with the
company's recently announced acquisition of Pantone Inc., the
market leading color standards provider.  Simultaneously, Moody's
assigned ratings to X-Rite's new bank credit facilities, which
consist of a $250 million first lien term loan (rated Ba3),
$40 million first lien revolver (Ba3) (undrawn at closing) and
$125 million second lien term loan (B3).

Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on X-Rite Inc. and removed the rating from
CreditWatch where it was placed with negative implications on
Aug. 24, 2007, following the announcement that it planned to
acquire unrated Pantone Inc. for $180 million as part of a
$415 million refinancing.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Grand Rapids, Michigan-based X-Rite's secured
financing.  The first-lien facilities, consisting of a $40 million
five-year revolving credit agreement and a $250 million term loan,
are rated 'BB-', with a recovery rating of '2', indicating the
expectation for substantial (70%-90%) recovery in the event of a
payment default.  Standard & Poor's also assigned its 'B' rating
to the company's $125 million six-year second-lien term loan.  The
'5' recovery rating reflects the expectation for modest (10%-30%)
recovery in the event of a payment default.  S&P will withdraw its
ratings on the company's existing bank debt concurrent with the
closing of the financing.


*Chapter 11 Cases with Assets & Liabilities Below $1,000,000
------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re 8374 Annapolis, L.L.C.
   Bankr. D. Colo. Case No. 07-22838
      Chapter 11 Petition filed November 6, 2007
         Filed as Pro Se

In Re Nielsen-Metier, Inc.
   Bankr. D. Colo. Case No. 07-22907
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/cob07-22907.pdf

In Re Camarra's Asphalt Construction, Inc.
   Bankr. S.D. Fla. Case No. 07-19702
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/flsb07-19702.pdf

In Re Brockton Family and Community Resources, Inc.
   Bankr. D. Mass. Case No. 07-17163
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/mab07-17163.pdf

In Re Papa T's Famous Pizza and Grill, Inc.
   Bankr. D. N.J. Case No. 07-26378
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/njb07-26378.pdf

In Re 866 Third Corp.
   Bankr. S.D. N.Y. Case No. 07-13521
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/nysb07-13521.pdf

In Re 141 2nd Corp.
   Bankr. S.D. N.Y. Case No. 07-13523
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/nysb07-13523.pdf

In Re Polaris Firdous, L.L.C.
   Bankr. S.D. Ohio Case No. 07-59056
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/ohsb07-59056.pdf

In Re Paul A. Howard M.D., P.C.
   Bankr. N.D. Okla. Case No. 07-12172
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/oknb07-12172.pdf

In Re Melendez Paramedical Services, Inc.
   Bankr. D. P.R. Case No. 07-06594
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/prb07-06594.pdf

In Re A.A. 10000 Corp.
   Bankr. D. P.R. Case No. 07-06601
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/prb07-06601.pdf

In Re American Development Fund, Inc.
   Bankr. S.D. Texas Case No. 07-37808
      Chapter 11 Petition filed November 7, 2007
         See http://bankrupt.com/misc/txsb07-37808.pdf

In Re Abbott Systems, Inc.
   Bankr. S.D. Ala. Case No. 07-13327
      Chapter 11 Petition filed November 8, 2007
         See http://bankrupt.com/misc/alsb07-13327.pdf

In Re Funny Bone Comedy Club of Boise, L.L.C.
   Bankr. D. Idaho Case No. 07-01751
      Chapter 11 Petition filed November 8, 2007
         See http://bankrupt.com/misc/idb07-01751.pdf

In Re Terrence J. Scheibal
   Bankr. S.D. Ill. Case No. 07-32282
      Chapter 11 Petition filed November 8, 2007
         See http://bankrupt.com/misc/ilsb07-32282.pdf

In Re Saugus Dockside, Inc.
   Bankr. D. Mass. Case No. 07-17206
      Chapter 11 Petition filed November 8, 2007
         See http://bankrupt.com/misc/mab07-17206.pdf

In Re 36 Water Corp.
   Bankr. S.D. N.Y. Case No. 07-13529
      Chapter 11 Petition filed November 8, 2007
         See http://bankrupt.com/misc/nysb07-13529.pdf

In Re 1487 2nd Corp.
   Bankr. S.D. N.Y. Case No. 07-13530
      Chapter 11 Petition filed November 8, 2007
         See http://bankrupt.com/misc/nysb07-13530.pdf

In Re L.&R. Properties, L.L.C.
   Bankr. M.D. Ga. Case No. 07-71174
      Chapter 11 Petition filed November 8, 2007
         Filed as Pro Se

In Re G.B. Richardson Property Management Corp.
   Bankr. M.D. Fla. Case No. 07-05070
      Chapter 11 Petition filed November 8, 2007
         Filed as Pro Se

In Re Nitro Auction House & Antique Sales, L.L.C.
   Bankr. S.D. W.V. Case No. 07-21143
      Chapter 11 Petition filed November 8, 2007
         See http://bankrupt.com/misc/wvsb07-21143.pdf

In Re Greenview Enterprises, L.L.C.
   Bankr. S.D. Ala. Case No. 07-13343
      Chapter 11 Petition filed November 9, 2007
         See http://bankrupt.com/misc/alsb07-13343.pdf

In Re Spare Time Tools Equipment Rental, L.L.C.
   Bankr. D. Ariz. Case No. 07-02256
      Chapter 11 Petition filed November 9, 2007
         See http://bankrupt.com/misc/azb07-02256.pdf

In Re Ocean View Landscape Construction, Inc.
   Bankr. D. Mass. Case No. 07-17244
      Chapter 11 Petition filed November 9, 2007
         See http://bankrupt.com/misc/mab07-17244.pdf

In Re W. Jackson Phillips
   Bankr. E.D. N.C. Case No. 07-04264
      Chapter 11 Petition filed November 9, 2007
         See http://bankrupt.com/misc/nceb07-04264.pdf

In Re Luis Ivan Poblete
   Bankr. D.C. Case No. 07-00598
      Chapter 11 Petition filed November 9, 2007
         Filed as Pro Se

In Re Handkov Enterprises, L.L.C.
   Bankr. M.D. Tenn. Case No. 07-08329
      Chapter 11 Petition filed November 9, 2007
         See http://bankrupt.com/misc/tnmb07-08329.pdf

In Re Cuong Viet Nguyen
   Bankr. N.D. D. Tex. Case No. 07-35626
      Chapter 11 Petition filed November 9, 2007
         See http://bankrupt.com/misc/txnb07-35626.pdf

In Re Trebor International Enterprises L.L.C.
   Bankr. D. Conn. Case No. 07-50690
      Chapter 11 Petition filed November 10, 2007
         See http://bankrupt.com/misc/ctb07-50690.pdf

In Re Advanced Properties and Investments, L.L.C.
   Bankr. E.D. Wis. Case No. 07-29049
      Chapter 11 Petition filed November 11, 2007
         See http://bankrupt.com/misc/wieb07-29049.pdf

In Re Greg Duke
   Bankr. M.D. Ala. Case No. 07-11583
      Chapter 11 Petition filed November 12, 2007
         See http://bankrupt.com/misc/almb07-11583.pdf

In Re Revelation Pentecostal House Prayer For All Nations, Inc.
   Bankr. M.D. Fla. Case No. 07-05697
      Chapter 11 Petition filed November 12, 2007
         See http://bankrupt.com/misc/flmb07-05697.pdf

In Re Rachel M. Leff
   Bankr. E.D. N.Y. Case No. 07-74601
      Chapter 11 Petition filed November 12, 2007
         See http://bankrupt.com/misc/nyeb07-74601.pdf

In Re Roy Richard Haley
   Bankr. N.D. Okla. Case No. 07-12213
      Chapter 11 Petition filed November 12, 2007
         See http://bankrupt.com/misc/oknb07-12213.pdf

In Re Ashland-Upland Associates, L.L.P.
   Bankr. E.D. Penn. Case No. 07-16664
      Chapter 11 Petition filed November 12, 2007
         See http://bankrupt.com/misc/paeb07-16664.pdf

In Re T.O.A. A.L.T.A. Comprehensive Urban Rural Advanced Health
      Services, Inc.
   Bankr. D. P.R. Case No. 07-06704
      Chapter 11 Petition filed November 12, 2007
         See http://bankrupt.com/misc/prb07-06704.pdf

In Re Oliver Thomas
   Bankr. E.D. Va. Case No. 07-13447
      Chapter 11 Petition filed November 12, 2007
         See http://bankrupt.com/misc/vaeb07-13447.pdf

In Re Indiana Motor Car, L.L.C.
   Bankr. N.D. Ind. Case No. 07-13256
      Chapter 11 Petition filed November 13, 2007
         See http://bankrupt.com/misc/innb07-13256.pdf

In Re Bethlehem Assembly of Full Gospel Baptist Church
   Bankr. E.D. Mich. Case No. 07-63052
      Chapter 11 Petition filed November 13, 2007
         See http://bankrupt.com/misc/mieb07-63052.pdf

In Re Robert G. Anderson
   Bankr. D. N.D. Case No. 07-31023
      Chapter 11 Petition filed November 13, 2007
         See http://bankrupt.com/misc/ndb07-31023.pdf

In Re Long Island Restaurant Solutions, L.L.C.
   Bankr. E.D. N.Y. Case No. 07-74612
      Chapter 11 Petition filed November 13, 2007
         See http://bankrupt.com/misc/nyeb07-74612.pdf

In Re Concepts In Accounting, Inc.
   Bankr. S.D. N.Y. Case No. 07-13567
      Chapter 11 Petition filed November 13, 2007
         See http://bankrupt.com/misc/nysb07-13567.pdf

In Re Kinda Trust
   Bankr. D. N.J. Case No. 07-26726
      Chapter 11 Petition filed November 13, 2007
         Filed as Pro Se

In Re William Kenneth O'Dantel
   Bankr. C.D. Calif. Case No. 07-14420
      Chapter 11 Petition filed November 13, 2007
         Filed as Pro Se

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***