TCR_Public/071119.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 19, 2007, Vol. 11, No. 274

                             Headlines



ADVANCED MARKETING: Judge Sontchi Confirms Ch. 11 Liquidation Plan
ADVENTURE LODGING: List of Three Largest Unsecured Creditors
AEARO TECHNOLOGIES: 3M Deal Prompts Moody's to Review Ratings
AES CORP: Cash Tender Offer for $1.24 Bil. Senior Notes Expires
AFFINIA GROUP: Acquires Certain Assets of Brake Pro under CCAA

ALIMENTATION COUCHE-TARD: Moody's Holds Ba1 Corp. Family Rating
AMERICAN COLOR: Noteholders Okay Deferment of Interest Payment
AMERICAN COLOR: Amends Provisions in Bank Credit Facilities
AMERICAN COLOR: Moody's Lowers LGD Rating on Deferred Payment
AMERICAN COLOR: S&P Puts D Rating on Deferred Interest Payment

AQUA DULCE: List of 20 Largest Unsecured Creditors
ARBY'S RESTAURANT: Triarc's Offer for Wendy's Cues S&P's Watch
ARMSTRONG WORLD: Ex-Parent to Dissolve After Asset Distribution
AVAYA INC: Moody's Places Corporate Family Rating at B2
BRAD FISHER: Case Summary & 14 Largest Unsecured Creditors

BRAKE PRO: Sells Certain Assets to Affinia Group
BRODER BROS: Posts $11.6 Mil. Net Loss in Quarter Ended Sept. 29
BRODER BROS: Weak Operating Results Cue S&P to Cut Rating to B-
CAPITAL AUTO: Fitch Rates $7.963 Million Class D Trust at BB
CARDSYSTEMS SOLUTIONS: Plan Confirmation Hearing Moved to Nov. 19

CHARYS HOLDING: In Talks w/ Creditors for Financial Restructuring
CHERRY CREEK: S&P Places All Ratings Under Negative CreditWatch
CHRYSLER LLC: Mulls Product Portfolio Streamlining
CLEARANT INC: Posts $576,000 Net Loss in 3rd Qtr. Ended Sept. 30
CLEVELAND UNLIMITED: Financial Restatement Prompts Moody's Review

COGENTRIX ENERGY: Moody's Withdraws Ba2 Corporate Family Rating
COI MIDWEST: Judge Neiter Confirms Amended Reorganizational Plan
CPG INTERNATIONAL: Earns $300,000 in Third Quarter of 2007
CPG INTERNATIONAL: S&P Holds All Ratings and Revises Outlook
CRDENTIA CORP: Completes Acquisition of Medical People

CREDIT SUISSE: Stable Performance Cues Fitch to Affirm Ratings
DELPHI CORP: Obtains Court Nod for $6.8 Bil. Exit Financing Plan
DOBSON COMMS: Completes $13 per Share Merger Deal with AT&T
DOBSON COMMS: Gives Notice of Right to Convert 1.5% Sr. Debentures
DPL CAPITAL: Moody's Puts Securities' Ba1 Rating Under Review

DUKE FUNDING: Fitch Junks Ratings on Two Note Classes
DUNLINE RUBBER: Surging Canadian Dollar Cues Closure and Lay Offs
DUNMORE HOMES: Wants to Hire Pachulski Stang as Counsel
DUNMORE HOMES: Taps Alvarez & Marsal North America as Consultant
DUNMORE HOMES: Taps A&M Securities as Investment Banker

DWIGHT AVIS: Case Summary & 20 Largest Unsecured Creditors
EDS CORP: Buying Saber Holdings 93% Stake for $420 Million
EJD CORP: Case Summary & Four Largest Unsecured Creditors
ENRON CORP: Government Gets Go Ahead to Seek Lay's Assets
ER BANG: Case Summary & 13 Largest Unsecured Creditors

FARM AND GARDEN: Case Summary & 20 Largest Unsecured Creditors
FIRST MAGNUS: Gets Court OK to Retain Ludwig Schacht as Auditor
FIRST MAGNUS: Selects Fennemore Craig as Special Counsel
FIRST MAGNUS: Wants to Sell Pima County Property for $1.6 Million
FLEET TRUCKING: Case Summary & 20 Largest Unsecured Creditors

FORD MOTOR: Ratified UAW Pact Prompts Moody's to Hold Ratings
GASTAR EXPLORATION: Moody's Puts Corporate Family Rating at Caa2
GASTAR EXPLORATION: S&P Puts Corporate Credit Rating at CCC+
GMAC LLC: Hull Succeeds Khattri as Financial Services Unit's CFO
GOLFGEAR INT'L: Placed Under Chapter 7 to Stave Off Lawsuits

GRANDVILLE BUILDERS: Case Summary & 20 Largest Unsecured Creditors
HERBST GAMING: S&P Lowers Corporate Credit Rating to B from B+
HOMELAND SECURITY: Sept. 30 Balance Sheet Upside-Down by $5.7 Mil.
ICM HOLDINGS I: Case Summary & Largest Unsecured Creditor
ICONIX BRAND: Buying Starter(R) Brand from NIKE for $60 Million

INTERPUBLIC GROUP: Moody's Rates New $200 Million Notes at Ba3
INTERPUBLIC GROUP: S&P Rates 4.75% Convertible Sr. Notes at B
INVESTMENT PROPERTIES: Case Summary & 53 Largest Unsec. Creditors
JAMBOREE TOURS: Case Summary & Nine Largest Unsecured Creditors
JED OIL: Sept. 30 Balance Sheet Upside-Down by $15.7 Million

KEVIN MCCARTHY: Case Summary & 13 Largest Unsecured Creditors
L TERSIGNI: Files for Chapter 11 Protection in Connecticut
L TERSIGNI: Case Summary & 13 Largest Unsecured Creditors
M FABRIKANT: Panel Pursues $10.25 Mil. Recovery from Hahn Estate
MAGNOLIA BEACH: Case Summary & 14 Largest Unsecured Creditors

MEZZ CAP: S&P Holds 'BB' Rating on Class G Certificates
MORGAN STANLEY: S&P Downgrades Ratings on 78 Certificates
MTI GLOBAL: Posts CDN$2.1 Million Net Loss in Third Quarter
MYLAN INC: Prices Public Offering of Preferred & Common Stock
MYLAN INC: Moody's Lowers Corporate Family Rating to B1

NEUMANN HOMES: Wants to Rescind $80 Million Tadian Homes Purchase
PASCACK VALLEY: Court Approves Sills Cummis as Bankruptcy Counsel
PASCACK VALLEY: D. Knowlton Designated as Patient Care Ombudsman
PASCACK VALLEY: U.S. Trustee Appoints Five-Member Creditors Panel
PATRON SYSTEMS: Files for Chapter 11 Protection in Colorado

PATRON SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
PIKE NURSERY: Case Summary & 20 Largest Unsecured Creditors
PLAINS EXPLORATION: Discloses Result of Election by Pogo's Holders
POGO PRODUCING: Holders Who Voted Cash to Receive $56.53/Share
QUALIFIED EXCHANGE: Case Summary & 19 Largest Unsecured Creditors

REMY WORLDWIDE: Hires Huron Consulting as Financial Consultant
REMY WORLDWIDE: U.S. Trustee Balks at Schedules Filing Extension
REMY WORLDWIDE: Wants to Sell Knopf Business for $18.5 Million
RIGHT-WAY DEALER: Judge Somma Approves Disclosure Statement
RIVER RADIOLOGY: Voluntary Chapter 11 Case Summary

RITCHIE (IRELAND): Auction Sale of Policies Deferred to Dec. 10
SEQUOIA MORTGAGE: Fitch Affirms Ratings on 18 Cert. Classes
SIERRA TRANSIT: Case Summary & 20 Largest Unsecured Creditors
SONICBLUE INC: Court Fixes December 7 as Admin. Claims Bar Date
SONICBLUE INC: Trustee Reconstitutes Unsecured Creditors Panel

ST GERMAIN: Completed Wind-Down Cues Fitch to Withdraw Rating
SUNCOAST ROOFERS: Case Summary & 20 Largest Unsecured Creditors
TENNECO INC: Receives $474 Mil. Tenders for 10-1/4% Sr. Notes
TOUSA INC: Gets NYSE Noncompliance Notice on Common Stock Value
TOUSA INC: Fitch Lowers Issuer Default Rating to C from CC

TOUSA INC: Moody's Lowers Corporate Family Rating to Ca
TRIPLE CROWN: Host Sale Prompts S&P's Negative CreditWatch
TROPICANA ENTERTAINMENT: S&P Affirms 'B' Corp. Credit Rating
UNITED HERITAGE: Earns $1.1 Mil. in Second Quarter Ended Sept. 30
UNITED RENTALS: Cerberus Not Prepared to Proceed with Purchase

UNITED RENTALS: S&P Retains 'BB-' Rating Under Negative Watch
UNIVERSAL FOOD: Court Sets Virginia Asset Sale Hearing on Nov. 21
UNIVERSAL FOOD: Panel Retains Schiff Hardin as Bankruptcy Counsel
URS CORP: Completes $3.1 Bil. Acquisition of Washington Group
VALLECITO GAS: Case Summary & 19 Largest Unsecured Creditors

VIRGIN MOBILE: Sept. 30 Balance Sheet Upside-Down by $622.1 Mil.
WILLIAMS COMPANIES: Moody's Ups Senior Unsecured Debt's Rating
WOLVERINE TUBE: S&P Affirms Junk Rating and Removes Pos. Watch
ZIM CORP: Posts $101,207 Net Loss in 2nd Quarter Ended Sept. 30

* Fitch Expects Moderately Weaker 2007 Sales Than Last Year
* S&P Places Ratings on 11 Tranches Under Negative CreditWatch

* BOND PRICING: For the Week of Nov. 12 - Nov. 16, 2007



                             *********

ADVANCED MARKETING: Judge Sontchi Confirms Ch. 11 Liquidation Plan
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware confirmed on November 15, 2007, the
Amended Plan of Liquidation jointly filed by Advanced Marketing
Services, Inc., and its debtor-affiliates and the Official
Committee of Unsecured Creditors, moving the company one step
closer to emergence from bankruptcy.

The Plan Proponents filed their Third Amended Joint Plan of
Liquidation on November 13 to provide, among other things, that:

  (a) the initial Plan Administrator, and each successor Plan
      Administrator, will serve until the earlier of (i) the
      later to occur of the entry of a Final Decree, the
      dissolution of Reorganized AMS, as defined in the Plan,
      and the payment of final distributions to unsecured
      creditors, or (ii) the expiration of the term of the Plan
      Administrator's employment agreement or resignation,
      death, incapacity, removal or termination; and

  (b) in connection with the merger, Reorganized AMS'
      certificate of incorporation will be revised to include a
      provision prohibiting the issuance of any non-voting
      equity securities, and will otherwise comply with
      Sections 1123(a)(6) and (7).

A blacklined copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/Blacklinever3rdAmendedPlan.pdf

Judge Sontchi found that the Plan modifications (i) do not
adversely affect the treatment of any Claims against or Interests
in the Debtors under the Plan, and (ii) comply with Section 1127
of the Bankruptcy Code and Rule 3019 of the Federal Rules of
Bankruptcy Procedure.

Subject to the restrictions on Plan modifications under Section
1127, the Plan Proponents reserve the right to alter or amend the
Plan before its substantial consummation.

               Plan Complies With Section 1129(a)

During the Confirmation Hearing, Judge Sontchi determined that
the Third Amended Plan satisfies all of the requirements for  
Plan confirmation.

In accordance with the supporting declaration filed by Advanced
Marketing Services CFO and CEO Curtis R. Smith on November 13,
Judge Sontchi specifically finds that:

  (1) The Plan meets the requirements under Sections 1129(a)(1)
      and (a)(2) and complies with all applicable provisions of
      Sections 1122 and 1123, as well as the Bankruptcy Rules.

  (2) The Plan Proponents and their agents have solicited votes
      on the Plan in good faith and in compliance with the
      applicable provisions of the Bankruptcy Code and are
      entitled to the protections afforded by Section 1129(a)(2)
      of the Bankruptcy Code.

  (3) The Plan Proponents have proposed the Plan in good faith
      and not by any means forbidden by law.  The Debtors'
      officers and directors have acted in good faith in the
      negotiation and formulation of the Plan, thus satisfying
      Section 1129(a)(3).

  (4) The Plan provides that Professional Fee Claims will be
      entitled to payment only if and to the extent they are
      approved by the Court.  It also provides that all other
      Administrative Claims will be entitled to payment only if
      they are Allowed Claims.  Accordingly, the Plan satisfies
      Section 1129(a)(4).

  (5) The powers granted to Mr. Smith as Plan Administrator are
      consistent with applicable state law and the Bankruptcy
      Code provisions concerning liquidation proceedings, as
      well as in the interests of holders of claims and
      interests and with public policy.

  (6) The transactions contemplated by the Plan do not involve
      any rates established or subject to any governmental
      regulatory commission, hence, Section 1129(a)(6) is
      inapplicable.

  (7) The Plan satisfies Section 1129(a)(7) because each Holder
      of a Claim or Interest either has accepted the Plan or
      will receive property of a value that is not less than the
      amount that the holder would receive pursuant to a
      liquidation of the Debtors under Chapter 7.

  (8) The Plan satisfies Section 1129(a)(8) because Classes 1,
      2, 6, 7, 10 and 11 are not Impaired by the Plan and are
      conclusively presumed to have voted to accept the Plan.
      Classes 4 and 5 will not retain any value or receive and
      distribution under the Plan and are deemed to have
      rejected the Plan pursuant to Section 1126(g).  Classes 3,
      8, 9, 12 and 13 are Impaired and are entitled to vote.  As
      attested to in the Tabulation Certification, Classes
      3,8,9, 12 and 13 have voted to accept the Plan.

  (9) Treatment of Administrative and Tax Claims under the Plan
      satisfies the requirements of Section 1129(a)(9).

(10) As attested to in the tabulation certification, more than
      a majority in number and two-thirds in dollar amount of
      non-insider Creditors in Class 3 and Class 12 have voted
      to accept the Plan, thus satisfying Section 1129(a)(1O).

(11) The Debtors have sufficient Assets, and the Plan provides
      adequate means with which, to satisfy all claims under the
      Plan.  In addition, confirmation is not likely to be
      followed by the need for further financial reorganization,
      hence, Section 1129(a)(11) has been satisfied.

(12) The Plan provides that, on or before the Effective Date,
      all fees due and payable will be paid in full, thus
      satisfying Section 1129(a)(12).

(13) The Debtors are not obligated to pay "retiree benefits"
      as defined in Section 1114.  Accordingly, Section
      1129(a)(13) is inapplicable.

In addition, Judge Sontchi finds that the statutes under Section
1129(a)(14)and (15) apply only to individual debtors and, thus,
are inapplicable to Plan confirmation.  Also, the requirements of
Section 1129(a)(16) are not applicable to Plan confirmation
because the Debtors are not non-profit entities or trusts.

Moreover, in compliance with Section 1129(b), Judge Sontchi finds
that the Plan does not "discriminate unfairly" and is fair and
equitable with respect to each Imp[aired class of Claims or
Interests that have not voted to accept the Plan.

Judge Sontchi states that the requirements of Section 1129(d) are
satisfied because the principal purpose of the Plan is not the
avoidance of taxes.

Judge Sontchi further determines that the provisions of the Plan
constitute a good faith compromise and settlement of all claims
or controversies relating to the rights that a Holder of a Claim
or Interest may have with respect to any Allowed Claim or Allowed
Interest or any distribution to be made.

             Plan Confirmation Objections Resolved

Judge Sontchi ruled that all Plan confirmation objections and
reservation of rights that have not been resolved, withdrawn or
rendered moot are overruled.

Objections to Plan confirmation were previously filed by (i)
Leigh Robinson, doing business as ExPress; Paul Joannides, doing
business as Goofy Foot Press; and Daniel Poynter, doing business
as Para Publishing, and (ii) Jefferies & Co., Inc.

Pursuant to a stipulation at the Confirmation Hearing, the Plan
Proponents and the Objecting Parties to the Plan confirmation
agreed to resolve Jefferies & Co.'s objection by modifying the
language in the exculpation set forth in the Plan.

The Plan Proponents agreed that the undisputed amounts of the
scheduled claims of Express, et al., are allowed and will be paid
on the Effective Date in these amounts:

  -- with respect to the undisputed amount of the scheduled
     claim of Express, $37,471 plus interest, accruing at the
     federal judgment rate as of the Petition Date, 4.99% from
     the Petition Date through and including the Effective Date;

  -- with respect to the undisputed amount of the scheduled
     claim of Goofy Foot Press, $48,257 plus interest, from the
     Petition Date to the Effective Date; and

  -- with respect to the undisputed amount of the para
     Publishing's scheduled claim, $15,927 plus interest
     accruing at the Federal Judgment Rate.

The Plan Proponents and Express, et al., further agreed that the
rights of all parties are reserved with respect to any disputed
amounts of the scheduled claims.  The also agreed to establish a
reserve account of $50,000 to fund the payment of any additional
Allowed Claims of Express, et al.  Filing of objections to Goofy
Foot Press' claims will be January 31, 2008.

                 Dissolution of Reorganized AMS

Upon the filing of a Certificate of Dissolution with the Office
of the Secretary of Delaware, Reorganized AMS will be deemed
dissolved for all purposes without the necessity for any other
actions.

On the Effective Date, the Assets of the Debtors will
automatically vest in Reorganized AMS, free and clear of al
claims, liens, charges, interests or other encumbrances, except
as provided in the Plan.

in addition, on the Effective Date, the Deffered Compensation
Plan will terminate without further corporate action.  Pursuant
to the Plan and in accordance with the provisions of a July 2003
Trust Agreement among AMS, Publishers Group West, Inc., and Union
Bank of California, N.A., the Deferred Compensation Trust will
terminate, and the trustee will pay all case and any other assets
held in respect of the Deffered Compensation plan to Reorganized
AMS.

According to Judge Sontchi, the Cash and Assets held in the
deferred Compensation Trust will be transferred to Reorganized
AMS and will become property of the AMS Estate available for
distribution to Holders of Allowed Unsecured Claims against AMS.  
Individuals who contributed to the Deferred Compensation Plan
will be treated as Holders of Unsecured Claims against AMS.

            Creation of Post-Confirmation Committee

Subject to the terms of the Plan, the Creditors Committee will
dissolve automatically on the Plan Effective Date, and its
members will be deemed relieved of all of their prospective
duties and obligations in connection with the Chapter 11 cases or
the Plan and its implementation.  In addition, on the Effective
Date, the Creditors Committee will be reconstituted as the Post-
Confirmation Committee, with these members:

  * Random House, Inc.,
  * Hachette Book Group USA, Inc.,
  * Harper Collins Publishers,
  * Penguin Group, and
  * Workman Publishing Co.

The bylaws and and the fiduciary duties adopted by the Creditors
Committee prior to the Effective Date will apply to the Post-
Confirmation Committee.  Also, the new committee will have the
right to terminate the Plan Administrator with or without cause
and to then appoint a successor Plan Administrator.

            Filing of Admin. & Professional Fee Claims

Judge Sontchi directed that requests for Administrative Claims
arising on or after May 1, 2007, through the Effective Date must
be filed and served on the Plan Administrator no later than 30
days after the Effective Date.  Requests for Professional Fee
Claims must be filed no later than 45 days after the Effective
Date.

If a claim arises from the rejection of any executory contract or
unexpired lease, that Claim will be forever barred and will not
be enforceable against the Debtors or the Estates unless a proof
of claim is filed with the Court within 30 days after the entry
of the Confirmation Order.

                 Texas Taxing Authorities Claims

The Plan Proponents agreed that these Claims are allowed and will
be paid on the Effective Date:

  -- claim filed by the Lewisville independent School District
     in the amount of $61,011, plus interest of $6,711 for an
     aggregate total of $67,722;

  -- claim filed by the County of Denton for $8,628, plus
     interest of $949, for an aggregate total of $9,577; and

  -- claim filed by the city of Carrollton for $23,322, plus
     interest in the amount of $2,565, for an aggregate total
     of $25,888.

However, the Claims filed by the county of Denton and the city of
Carrollton for postpetition taxes will be withdrawn.  If the
Texas Taxing Authorities Claims are not paid in full by Dec. 15,
2007, interest will accrue from and after the said date at the
statutory rate of 12%.

                Rejection of Executory Contracts

Under the Confirmation Order, each of the executory contracts or
unexpired lease pursuant to Section 365 is rejected by the
applicable Debtor, unless the Contract was previously assumed or
rejected by the Debtors by Court order; was identified on the
assumption schedule; is the subject of a request to assume
pending on or before the Plan Effective Date; or is otherwise
assumed pursuant to the terms of the Plan.

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

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

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


ADVENTURE LODGING: List of Three Largest Unsecured Creditors
------------------------------------------------------------
Adventure Lodging Properties Inc. filed with the U.S. Bankruptcy
Court for the Northern District of Texas its list of unsecured
creditors, disclosing:

   Entity                                           Claim Amount
   ------                                           ------------
   TXU Energy                                             $6,643
   P.O. Box 10001
   Dallas, TX 75310

   Verizon                                                $6,560
   1135 East Chocolate Avenue
   Hershey, PA 17033

   Heart of Texas Area-Wide                               $3,632
   303 South Pioneer Drive
   Abilene, TX 79605

Headquartered in Brownwood, Texas, Adventure Lodging Properties
Inc. filed for Chapter 11 protection on Sept. 3, 2007, (Bankr.
N.D. Tex. Case No. 07-60150).  Dana A. Ehrlich, Esq., of the Law
Office of Dana Ehrlich and  Greg Gossett, Esq., of Gossett,
Harrison, Reese, Millican, Stipanov represent the Debtor in its
restructuring efforts.  The Debtor disclosed estimated assets and
debts of $1 million to $100 million at the time of its filing.


AEARO TECHNOLOGIES: 3M Deal Prompts Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service has placed Aearo technologies Inc.
ratings, including the B2 corporate family rating, under review
for possible upgrade.  This rating action results from the recent
announcement that 3M Company is acquiring Aearo for $1.2 billion.

3M is a much stronger company with healthier credit metrics.  
Moody's anticipates that change of control language within Aearo's
credit agreements will require the repayment of Aearo's credit
facilities.  Upon repayment of its credit facilities, all of
Aearo's rating will be withdrawn.

Ratings under review for possible upgrade:

   * Corporate family rating at B2;

   * Probability of default at B2;

   * $535 million first lien credit facilities at B1 (LGD3, 34%);
     and,

   * $200 million second lien term loan at Caa1 (LGD5, 86%).

Aearo is a worldwide leader in the personal protection equipment
industry, competing primarily in hearing, eye, head, face,
respiratory and fall protection segment of the market.  In
addition, Aearo is a leader in the energy absorbing composites
industry offering products used in applications to control excess
noise, vibration and thermal energy.


AES CORP: Cash Tender Offer for $1.24 Bil. Senior Notes Expires
---------------------------------------------------------------
The AES Corporation disclosed that the offer to purchase up to
$1.24 billion aggregate principal amount of its outstanding senior
notes in accordance with the terms and conditions described in its
Offer to Purchase and the related Letter of Transmittal expired as
scheduled at 12:00 midnight on Nov. 13, 2007.

As of such time, a total of approximately $1.9 billion aggregate
principal amount of Notes had been validly tendered, consisting of
approximately:

   (i) $192.6 million principal amount of 8.75% Senior Notes due
       2008,

  (ii) $600.0 million principal amount of 9.00% Second Priority
       Senior Secured Notes due 2015 and

(iii) $1.1 billion principal amount of 8.75% Second Priority
       Senior Secured Notes due 2013.

In accordance with the terms of the tender offer, since the total
amount of Notes tendered exceeded the Tender Cap, the company
accepted for purchase all of the 2008 Notes, all of the 2015 Notes
and approximately $447.4 million principal amount of the 2013
Notes (representing a pro ration factor of 37.6714%, with each
amount tendered rounded down to the nearest $1,000) that were
validly tendered prior to the expiration time.  Settlement of the
tender offer occurred today at which time none of the 2015 Notes,
approximately $9.3 million principal amount of the 2008 Notes and
approximately $752.6 million principal amount of the 2013 Notes
remained outstanding.

AES Corporation, -- http://www.aes.com/-- a global power company,    
operates in South America, Europe, Africa, Asia and the Caribbean
countries.  Generating 44,000 megawatts of electricity through 124
power facilities, the company delivers electricity through 15
distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.

                           *   *   *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Moody's Investors Service affirmed The AES Corporation's
Corporate Family Rating at B1 and the senior unsecured rating
assigned to its new senior unsecured notes offering at B1
following its upsizing to $2 billion from $500 million.

Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's
$2 billion issuance of senior unsecured notes maturing 2015
and 2017.  AES' long-term Issuer Default Rating is rated 'B+' by
Fitch.  Fitch said the rating outlook is stable.


AFFINIA GROUP: Acquires Certain Assets of Brake Pro under CCAA
--------------------------------------------------------------
Affinia Group Inc. has acquired certain assets of Brake Pro Ltd.
under the Companies' Creditors Agreement Act of Canada.

The purchase includes manufacturing equipment, friction
formulations and unrestricted rights to the brand name.  Financial
terms of the transaction, which was completed on Nov. 7, 2007,
were not disclosed.
    
Affinia is in the process of relocating the physical assets to its
own North American manufacturing facilities, and will resume
production of the Brake Pro(R) product line.  Affinia expects to
have Brake Pro brand product offerings in the marketplace as
quickly as possible after the asset transition and manufacturing
integration is complete.
    
"The Brake Pro name is highly respected in the industry because of
the consistently high performance of their proprietary friction
products," John R. Washbish, president of Affinia's Under Vehicle
Group said.  "The Brake Pro line will enhance our existing brake
block and medium duty product offerings."

"More importantly it will put us back into the heavy duty segment,
and the Brake Pro line will give us a great product offering for
severe duty applications such as waste handling equipment, logging
equipment, construction vehicles and transit applications," Mr.
Washbish continued.  "The market can expect to see Brake Pro
product from us as quickly as we can reset the equipment."

                      About Brake Pro Ltd.

Headquartered in Ontario, Canada, Brake Pro Ltd. --
http://www.brakepro.com/-- develops heavy-duty friction line  
composed of rugged, field-tested organic and metallic, application
specific formulations.  The Superior Court of Justice in Ontario
has extended the company's stay under the Companies' Creditors
Arrangement Act to Feb. 29, 2008.

                     About Affinia Group

Headquartered in Ann Arbor, Michigan, Affinia Group Inc. --
http://www.affiniagroup.com/-- designs, manufactures and
distributes aftermarket components for passenger cars, sport
utility vehicles, light, medium and heavy trucks and off-highway
vehicles.  The company's product range addresses filtration, brake
and chassis markets in North and South America, Europe and Asia.

                          *     *     *

Moody's Investors Service placed Affinia Group Inc.'s long term
corporate family and probability of default ratings at 'B2' in
January 2007.  The ratings still hold to date with a stable
outlook.


ALIMENTATION COUCHE-TARD: Moody's Holds Ba1 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating of
Alimentation Couche-Tard, Inc. at Ba1 and the 7.50 % senior
subordinated notes (2013) at Ba2 (LGD 5, 89%).  Moody's also
revised the rating outlook to positive from stable.  Revision of
the rating outlook to positive reflects the company's relatively
strong financial metrics, as well as Moody's opinion that store-
level operations at existing and new stores will continue to
exceed the industry norm and that the likely future acquisitions
and shareholder returns will be prudently financed.

These ratings are affirmed with a positive outlook:

    - $350 million 7.50% senior subordinated notes (2013) at
      Ba2 (LGD 5, 89%);

    - Corporate family rating Ba1;

    - Probability of default rating at Ba1.

Moody's does not rate the company's $650 million unsecured
revolving credit facility.

Certain of Couche-Tard's key rating drivers are consistent with an
investment grade profile, including the company's solid operating
performance at both new and existing stores, the cost efficiency
and geographic diversity derived from the company's position as
the second-largest independent convenience store operator, and the
limited elasticity of motor fuel demand.  Important credit metrics
such as Debt / EBITDA of 3.4 times and EBITA / Interest Expense of
3.8 times are also strong for a speculative grade issuer.  
However, constraining the credit profile are the inherent
operating risks of Couche-Tard as a consolidator in a retail
segment that is ripe for further consolidation, the competition
with large integrated oil companies and non-traditional gasoline
retailers, the sales concentration in the high-volume, low-margin
categories of gasoline and tobacco, and the thin free cash flow
because of dividends and substantial capital investment.

Alimentation Couche-Tard, Inc, with headquarters in Laval, Quebec,
operates or licenses about 5,600 convenience stores in Canada and
the United States under the "Circle K", "Couche-Tard", "Mac's",
and other banners.  The company also licenses around 4,200 "Circle
K" convenience stores in Mexico and East Asia. Revenue for the
twelve months ending July 2007 was about US $12.8 billion.


AMERICAN COLOR: Noteholders Okay Deferment of Interest Payment
--------------------------------------------------------------
American Color Graphics, Inc., disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that on Nov. 14,
2007, holders of in excess of 92.5% of the aggregate principal
amount of our 10% Senior Second Secured Notes Due 2010 agreed with
the company to:

    (a) defer to March 15, 2008, the semi-annual payment of cash
        interest on the 10% Notes held by such holders, which
        would otherwise have been due on Dec. 15, 2007, and

    (b) amend certain covenants in the 10% Notes indenture.

In consideration thereof, the company issued to each such holder a
senior second secured noninterest-bearing promissory note due
March 15, 2008, of the company  with a principal amount equal to
the sum of the amount of the cash interest payment deferred on the
10% Notes held by such holder and a consent fee equal to 1% of the
principal amount of the 10% Notes held by such holder.

The notes are fully and unconditionally guaranteed by ACG
Holdings, Inc.

American Color Graphics, Inc. -- http://www.americancolor.com/--  
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.


AMERICAN COLOR: Amends Provisions in Bank Credit Facilities
-----------------------------------------------------------
American Color Graphics, Inc., disclosed that on Nov. 14, 2007,
certain provisions of its bank credit facilities were amended or
waived to:

    (a) provide for an additional $5 million term loan to the
        company under its existing term loan facility, which was
        consummated on Nov. 14, 2007, and

    (b) temporarily waive until Feb. 15, 2008, any default under
        these bank credit facilities resulting from noncompliance
        with the first lien coverage ratio covenant in each such
        bank credit facility as of September 30, and December 31,
        2007, for all purposes of such bank credit facilities,
        including, without limitation, for the purpose of
        determining the company's entitlement to make additional
        borrowings under either bank credit facility on or prior
        to such date.

The amendment and waiver also:

    (a) amended the covenant in each of the bank credit facilities
        requiring the company to maintain certain levels of
        minimum total liquidity and

    (b) temporarily waived until Feb. 15, 2008, the company's
        noncompliance with its obligation thereunder to deliver
        its restated consolidated financial statements for the
        fiscal years ended March 31, 2007, 2006 and 2005
        accompanied by a report or opinion of its independent
        certified public accountants that was not subject to any
        "going concern" qualification.  The company relates that
        the Report of Independent Registered Public Accounting
        Firm accompanying its restated consolidated financial
        statements included in the company's Report on Form 10K/A
        dated Aug. 31, 2007, contains a "going concern"
        qualification.

American Color Graphics, Inc. -- http://www.americancolor.com/--  
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.


AMERICAN COLOR: Moody's Lowers LGD Rating on Deferred Payment
-------------------------------------------------------------
Moody's Investors Service has downgraded American Color Graphics,
Inc. Probability of Default rating to Ca/LD from Ca, while
affirming its Ca Corporate Family rating and the Ca rating on
$280 million of senior secured (2nd priority) notes due 2010
following the company's announcement that it has received
noteholder consent to defer its upcoming interest payment.

Details of the rating action are:

Rating lowered:

    * Probability of Default rating -- to Ca/LD from Ca

Ratings affirmed:

   * $280 million senior secured second priority notes due 2010 --
     Ca, LGD4, 63%

   * Corporate Family rating -- Ca

The rating outlook is stable.

This concludes the review of ACG's Probability of Default rating
which was lowered (but remained under review) on Nov. 7, 2007,
following the company's announcement that it had commenced a
consent solicitation requesting holders of its senior second
secured notes to defer the semi-annual cash interest payment to
March 15, 2008 from December 15, 2007.

The downgrade of the PDR to Ca/LD reflects Moody's view that any
missed, delayed or deferred debt payment obligation constitutes a
default event, even if such deferral is permitted by noteholder
consent.  Moreover, the Ca component of the Ca/LD rating signals a
very high probability of default on an ongoing basis for the
company's other obligations that have not been subject to the in-
substance default.

On Nov. 14, 2007, ACG announced that it had received consent from
over 90% of noteholders to the solicitation request commenced on
November 7, 2007.

American Color Graphics, Inc., a leading provider of print and
pre-media services, recorded sales of $441 million for the LTM
period ended June 30, 2007.  The company is based in Brentwood,
Tennessee.


AMERICAN COLOR: S&P Puts D Rating on Deferred Interest Payment
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on American
Color Graphics Inc.'s 10% senior secured second-priority notes due
2010 to 'D' from 'C', and lowered its corporate credit rating on
the company to 'SD' from 'CC'.  All ratings were removed from
CreditWatch, where they were placed with negative implications
July 24, 2007.
     
The rating actions stem from the company's announcement that it
received consents from holders of at least 90% of the principal
amount of the 10% notes to defer to March 15, 2008, the semi-
annual payment of cash interest on the notes held by consenting
holders.  This interest payment was previously due Dec. 15, 2007.
      
"While a payment default has not occurred relative to the legal
provisions of the notes, we consider a default to have occurred
when a payment related to an obligation is not made in accordance
with the original terms, and when the nonpayment is a function of
the borrower being under financial stress," explained Standard &
Poor's credit analyst Craig Parmelee.  
     
ACG also stated that its credit agreement and receivables facility
were amended to:

    (1) provide for an additional $5 million term loan to ACG
        under the 2005 term loan facility and

    (2) temporarily waive until Feb. 15, 2008, any default under
        the bank credit facilities resulting from noncompliance
        with the first-lien interest coverage ratio covenant as of
        Sept. 30 and Dec. 31, 2007.

This amendment also (1) amended the covenant requiring ACG to
maintain certain levels of minimum total liquidity and (2)
temporarily waived until Feb. 15, 2008, ACG's noncompliance with
its obligation to deliver the company's restated consolidated
financial statements for the fiscal years ended March 31, 2007,
2006, and 2005 (which are to be accompanied by a report or opinion
of the company's independent certified public accountants that is
not subject to any "going concern" qualification).


AQUA DULCE: List of 20 Largest Unsecured Creditors
--------------------------------------------------
Aqua Dulce Partners G.P. filed with the U.S. Bankruptcy Court for
the Northern District of Texas its list of unsecured creditors,
disclosing:

   Entity                                           Claim Amount
   ------                                           ------------
   Texas Rangers Baseball Partners G.P.                 $350,000
   Attn: Casey Shilts
   Suite 400, 1000 Ballpark Way
   Arlington, TX 76011

   Richard and Patti Wright                             $176,000
   611 Taylor Place
   Arroyo Grande, CA 93420

   James and Regina Neel                                $174,195
   6430 Goldfinch Way
   Atascadero, CA 93422

   Milestone Distributors                               $150,000

   Chris and Sharee Neel                                $140,000

   Modern Luxury Inc.                                   $106,000

   Elmo Water Supply Corporation                         $85,000

   Zinn & Associates                                     $80,090

   Anthony & Sylvan Pools Inc.                            $74,000

   Emerald Diamond L.P.                                   $60,000

   George Buck Tyson                                     $50,000

   Randolph L. Neel                                      $50,000

   Knight Restoration                                    $41,649

   Rustic Plumbing Inc. dba Carti's Plumbi               $34,000

   United Rentals                                        $32,910

   Sandy Rickards                                        $30,000

   Texas Energy Savers                                   $29,158

   Gardere Wynne Sewell                                  $28,083

   Debra Jenkins                                         $28,000

   M&L Electrical Contractors                            $26,016
  
Headquartered in Dallas, Texas, Aqua Dulce Partners G.P. filed for
Chapter 11 protection on Sept. 4, 2007, (Bankr. N.D. Tex. Case No.
07-34389).  Dennis Oliver Olson, Esq., of Olson, Nicoud & Gueck
represents the Debtor in its restructuring efforts.  The Debtor
disclosed estimated assets and debts between $1 million to
$100 million at the time of its filing.


ARBY'S RESTAURANT: Triarc's Offer for Wendy's Cues S&P's Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
Atlanta based-Arby's Restaurant Group Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.
     
This action follows the announcement by Trian Fund Management L.P.
that Triarc Companies Inc., of which Arby's is a wholly owned
subsidiary, has placed a bid to purchase all the outstanding stock
of Wendy's International Inc.
     
"Although the terms of proposed transaction are not yet known, we
believe that it will be primarily a cash transaction financed with
debt, and that this would likely increase the financial risk at
Arby's," said Standard & Poor's credit analyst Charles Pinson-
Rose.
     
If Triarc's bid is not accepted, Standard & Poor's would likely
resolve the credit watch at that time.  If the bid is accepted,
Standard & Poor's would examine the terms and financing of the
transaction and then take the appropriate rating action.


ARMSTRONG WORLD: Ex-Parent to Dissolve After Asset Distribution
---------------------------------------------------------------
Armstrong Holdings, Inc., the former parent company of Armstrong
World Industries, Inc., disclosed its timetable for dissolution
including distribution of net assets to shareholders.

The last day of trading in ACKH common stock and the record date
for shareholders entitled to receive a final distribution of the
company's net assets will be on Dec. 5, 2007.  The company's stock
transfer books will close and no further trading or transfers will
be recognized after settlement of trades made through that date.

On Dec. 12, 2007, the distribution agent, American Stock Transfer
& Trust Company, will begin the distribution of assets to
shareholders.  Following this distribution, Armstrong Holdings,
Inc. will file Articles of Dissolution with the Commonwealth of
Pennsylvania and will cease to exist.

The company's net assets for distribution total approximately
$28 million, which will be divided pro-rata per share among the
holders of the 40,551,975 outstanding shares of ACKH common stock.  
This amounts to a distribution of approximately $0.69 per share.
Shareholders should consult their tax advisor on the tax
implications of this distribution.

Shareholders who hold ACKH stock in brokerage accounts will
receive the distribution in their accounts and their ACKH holdings
will be cancelled after the distribution.

Direct shareholders do not need to return their stock certificates
to receive a distribution.  Those certificates will become void
and have no value.  When they receive their distribution checks,
direct shareholders should cancel or destroy those Armstrong
Holdings stock certificates.

Direct shareholders with questions concerning their accounts
should contact American Stock Transfer & Trust Company at (800)
937-5449.

Armstrong Holdings, Inc. previously was the parent holding company
of Armstrong World Industries, Inc. until Oct. 2, 2006.  On that
date, AWI emerged from Chapter 11 bankruptcy.  Under AWI's Plan of
Reorganization, the company's ownership in AWI was cancelled.

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
(NYSE: AWI) -- http://www.armstrong.com/-- designs and  
manufactures floors, ceilings and cabinets.  AWI operates 42
plants in 12 countries and employs approximately 14,200 people
worldwide.

The company has Asia-Pacific locations in Australia, China, Hong
Kong, Indonesia, Japan, Malaysia, Philippines, Singapore, South
Korea, Taiwan, Thailand and Vietnam.  It also has locations in
Colombia, Costa Rica, Greece and Iceland, among others.

The company and its affiliates filed for chapter 11 protection on
Dec. 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen Karotkin,
Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied,
Esq., at Richards, Layton & Finger, P.A., represent the Debtors in
their restructuring efforts.  The company and its affiliates
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.  
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on Aug.
14, 2006.  The Clerk entered the formal written confirmation order
on Aug. 18, 2006.  The company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.

                            *     *     *

Standard & Poor's Ratings Service affirmed the 'BB' corporate
credit and senior secured ratings for Armstrong World Industries
Inc. on March 2007.

Moody's Investors Service assigned, in October 2006, a Ba2 rating
on Armstrong World Industries, Inc.'s new credit facility and a
Corporate Family Rating of Ba2.  Moody's said the ratings outlook
is stable.


AVAYA INC: Moody's Places Corporate Family Rating at B2
-------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
newly private Avaya, Inc. as well as Ba3 ratings to its new senior
secured $200 million revolver and $3.8 billion term loan.  The
company was acquired by TPG Capital LLC and Silver Lake Partners
on October 26, 2007 for $8.3 billion.  Moody's also withdrew the
company's previous Ba3 corporate family rating and shelf ratings
which were placed under review for downgrade after the company
announced the going private transactions.  The outlook is stable.

These ratings have been assigned:

   * Corporate family rating, B2

   * Probability of default, B2

   * $200 million Senior Secured Revolving Credit Facility, Ba3,
     LGD2 (28%)

   * $3,800 million Senior Secured Term Loan, Ba3, LGD2 (28%)

These ratings will be withdrawn:

   * Shelf registration for senior unsecured debt (P)B1
   * Shelf registration for preferred stock (P)B3

The capital structure includes the above rated debt as well as an
unrated, undrawn $335 million senior secured multi currency asset-
based revolving credit facility and an unrated $1.45 billion
senior unsecured bridge facility consisting of a $700 million
senior unsecured cash-pay bridge loan and a $750 million senior
unsecured PIK-toggle bridge loan.  In addition to the debt
financing, the capital structure includes approximately $2.4
billion in equity from the private equity sponsors.

The above debt instrument ratings were determined using Moody's
Loss Given Default Methodology.  The ratings could be affected if
the capital structure changes.

The B2 corporate family rating reflects the significant leverage
being used to finance the buyout offset by the company's industry
leading position within the enterprise telephony market and
favorable replacement trends facing the industry.  Closing
leverage is estimated to be approximately 7x funded debt to EBITDA
(on a Moody's adjusted basis which includes approximately $1
billion of unfunded pension obligations).  Despite the strong cash
generating capabilities of the underlying business, the debt
service, pension service and capital requirements of the business
leave minimal cash in the next few years to pay down debt and
little cushion in the event of a downturn.  Leverage and cash flow
coverage at these levels are suggestive of a B3 rating, but the
strength of the company's business and major cost cutting
initiatives are positive factors that offset the company's high
leverage.  However, the rating remains weakly positioned at the
low end of the B2 rating category.  Avaya is a leader in the
global enterprise telephony industry and holds the largest market
share in numerous sub-segments.  The industry is going through a
significant upgrade cycle as customers replace or migrate their
traditional TDM phone systems to next generation internet protocol
systems.

The company has one of the largest installed bases of corporate
phone systems in the world.  Incumbency is a key ratings driver as
customers tend to be "sticky" and generate a recurring revenue
stream from multi-year maintenance contracts, upgrades,
replacements and expansions once a system has been put in place.  
The company is also a leader in sales of IP based enterprise
telephony systems.  While Cisco initially dominated the IP
enterprise phone market, Avaya has made significant strides and in
numerous segments has surpassed Cisco.

The stable outlook reflects the view that the company will
continue to benefit from the general growth in IP telephony
upgrades, maintain or grow their market share and realize on their
cost cutting initiatives.  The ratings could be negatively
impacted by a significant slow down in enterprise telephony
spending, loss of market share or challenges in implementing the
planned cost reductions or reducing leverage.  Moody's does not
anticipate an upgrade in the near term given the high debt levels.

Avaya Inc., based in Basking Ridge, New Jersey, is a leading
worldwide supplier of communications systems and software for
enterprise customers.  The company had revenues of approximately
$5.3 billion for fiscal 2007.


BRAD FISHER: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brad Charles Fisher
        Janet Elizabeth Fisher
        1205 Le Grande Cannon Boulevard
        Helena, MT 59601

Bankruptcy Case No.: 07-61338

Chapter 11 Petition Date: November 14, 2007

Court: District of Montana (Butte)

Debtor's Counsel: R. Clifton Caughron, Esq.
                  Caughron and Associates
                  P.O Box 531
                  Helena, MT 59624-0531
                  Tel: (406) 442-4446
                  Fax: (406) 442-4481

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Residence at 1205     $951,650
Attn: Special Procedures         Le Grande Cannon     ($403,000
Function                         Boulevard, Helena,    secured)
600 17th Street                   MT 59601            ($305,007
Denver, CO 80202-5402                              senior lien)
                                                    ($1,165,913
                                                   senior lien)

                                 2006 Income Taxes       $6,000

Montana Department of Revenue    Residence at 1205     $188,818
Attn: Kim Davis                  Le Grande Cannon     ($403,000
P.O. Box 7701                    Boulevard, Helena,     secured)
Helena, MT 59604-7701            MT  50601          ($1,256,657
                                                    senior lien)

                                 State Income Taxes      $2,500
                                 2007

Sallie Mae 3rd Pty Lsc            Educational            $54,235
11100 Usa Parkway
Fishers, IN 46037

Cach LLC                         Collection Bank of      $9,360
                                 America N.A.

Associates/Citibank              Credit Card             $9,206

Target                           Credit Card             $7,115

Citibank/Sears                   Charge Account          $3,999

Beneficial/Household Finance     Check Credit or         $3,898
                                 Line of Credit

Citi                             Credit Card             $3,847

Capital 1 Bank                   Credit Card             $1,712

Jc Penney                        Charge Account          $1,592

WFFNB/Eddie Bauer                Charge Account            $364

Chase-pier1                      Credit Card               $177

WFNNB/Express                    Charge Account             $78


BRAKE PRO: Sells Certain Assets to Affinia Group
------------------------------------------------
Affinia Group Inc. has acquired certain assets of Brake Pro Ltd.
under the Companies' Creditors Agreement Act of Canada.

The purchase includes manufacturing equipment, friction
formulations and unrestricted rights to the brand name.  Financial
terms of the transaction, which was completed on Nov. 7, 2007,
were not disclosed.
    
Affinia is in the process of relocating the physical assets to its
own North American manufacturing facilities, and will resume
production of the Brake Pro(R) product line.  Affinia expects to
have Brake Pro brand product offerings in the marketplace as
quickly as possible after the asset transition and manufacturing
integration is complete.
    
"The Brake Pro name is highly respected in the industry because of
the consistently high performance of their proprietary friction
products," John R. Washbish, president of Affinia's Under Vehicle
Group said.  "The Brake Pro line will enhance our existing brake
block and medium duty product offerings."

"More importantly it will put us back into the heavy duty segment,
and the Brake Pro line will give us a great product offering for
severe duty applications such as waste handling equipment, logging
equipment, construction vehicles and transit applications," Mr.
Washbish continued.  "The market can expect to see Brake Pro
product from us as quickly as we can reset the equipment."

                     About Affinia Group

Headquartered in Ann Arbor, Michigan, Affinia Group Inc. --
http://www.affiniagroup.com/-- designs, manufactures and
distributes aftermarket components for passenger cars, sport
utility vehicles, light, medium and heavy trucks and off-highway
vehicles.  The company's product range addresses filtration, brake
and chassis markets in North and South America, Europe and Asia.

                      About Brake Pro Ltd.

Headquartered in Ontario, Canada, Brake Pro Ltd. --
http://www.brakepro.com/-- develops heavy-duty friction line  
composed of rugged, field-tested organic and metallic, application
specific formulations.  The Superior Court of Justice in Ontario
has extended the company's stay under the Companies' Creditors
Arrangement Act to Feb. 29, 2008.


BRODER BROS: Posts $11.6 Mil. Net Loss in Quarter Ended Sept. 29
----------------------------------------------------------------
Broder Bros., Co., disclosed results for its third quarter ended
Sept. 29, 2007.  The company's operating results include the
results of operations of Amtex Imports Inc., a single-location
distributor with approximately $40 million in annual revenues,
from the date of acquisition on Sept. 28, 2006.

                   Third Quarter 2007 Results

Third quarter 2007 net sales were $246.4 million compared to
$249.2 million for the third quarter 2006.  Loss from operations
for the third quarter 2007 was $3.1 million compared to income
from operations of $8.5 million for the third quarter 2006.

Third quarter 2007 net loss was $11.6 million compared to a net
loss of $2.5 million for the third quarter 2006.  Earnings before
interest, taxes, depreciation and amortization was $1.9 million
for the third quarter 2007 compared to EBITDA of $13.9 million for
the third quarter 2006.

Results include the impact of certain restructuring, consolidation
and other highlighted charges. Excluding these highlighted
charges, EBITDA was $7.6 million for the third quarter 2007 and
$17.2 million for the third quarter 2006.

The company has three operating segments:

    (a) the Broder division, which includes Amtex's results,
        generated third quarter 2007 net sales of $102.0 million
        compared to $98.9 million in the third quarter 2006;

    (b) the Alpha division generated third quarter 2007 revenue of
        $114.2 million compared to $117.6 million in the third
        quarter 2006; and

    (c) the NES division generated net sales of $30.2 million in
        the third quarter 2007 compared to $32.7 million in the
        third quarter 2006.

Third quarter 2007 gross profit was $40.1 million compared to
$46.2 million for the third quarter 2006.  Gross margin of 16.3%
was less than the 18.5% gross margin in the prior period.  Gross
profit from commodity trade brand products declined due to higher
unit volumes sold at lower gross margins.  The company continued
to sell fewer low margin white t-shirts.  Gross profit from
private label brand products was flat to the prior year due to
lower unit volumes sold at higher gross margins.  Insufficient
private label inventory levels in key styles during the third and
third quarters of 2006 contributed to volume declines during the
third quarter 2007 relative to the prior period due to a greater
than anticipated loss of placement of some important products in
customer programs.

                       Year-to-Date Results

For the nine months ended September 2007, net sales were
$696.4 million compared to $718.3 million for the nine months
ended September 2006.  Loss from operations for the nine months
ended September 2007 was $5.6 million compared to income from
operations of $17.3 million for the nine months ended September
2006.

Net loss for the nine months ended September 2007 was
$27.1 million compared to net loss of $8.0 million for the nine
months ended September 2006.  EBITDA for the nine months ended
September 2007 was $9.4 million compared to EBITDA of
$32.0 million for the nine months ended September 2006.

Excluding the highlighted charges denoted herein, EBITDA for the
nine months ended September 2007 was $25.9 million compared to
EBITDA of $41.9 million for the nine months ended September 2006.

                    Business Outlook

The company continues to execute its strategy to create multi-
branded distribution centers both to improve inventory
availability to customers and to reduce overall inventory levels.
Improved inventory availability is expected to generate increased
revenue volume and profitability, as well as operational savings
realized through higher volume leveraging fixed costs.

The company operated 10 major distribution centers as of Sept. 29,
2007.  The distribution center strategy will lead to eight larger,
multi-branded, distribution centers yielding essentially
equivalent UPS ground service coverage.

In addition, the company operated eight "Express" locations in the
Los Angeles, CA; Louisville, KY; Detroit, MI; Chicago, IL; St.
Louis, MO; Charlotte, NC; Indianapolis, IN; and Philadelphia, PA
markets as of September 29, 2007.  The Express locations are
expected to maintain and grow the company's market position in
rationalized locations by offering products customized to meet the
needs and preferences of each local market including serving as
customer pick-up locations.  The company expects the distribution
center consolidation to be substantially completed by the end of
fiscal year 2007.

                         Liquidity

The company relies primarily upon cash flow from operations and
borrowings under its revolving credit facility to finance
operations, capital expenditures and debt service requirements.
Borrowings and availability under the revolving credit facility
fluctuate due to seasonal demands.  Historical borrowing levels
have reached peaks during the middle of a given year and low
points during the last quarter of the year.  Borrowings under the
revolving credit facility decreased from $110.4 million at
December 31, 2006 to $89.0 million at September 29, 2007.  The
company's revolving credit facility provides for aggregate
borrowings up to $225.0 million, subject to borrowing base
availability.  As of Sept. 29, 2007, borrowing base availability
was $85.7 million.

                      Balance Sheet

At Sept. 29, 2007, the company's balance sheet showed total assets
of $568,618,000 and total liabilities of $529,801,000 resulting in
a shareholders' equity of $38,552,000.  Equity at Dec. 30, 2006
was $65,643,000.

A full-text copy of the company's financial report for the quarter
Sept. 29, 2007 may be viewed for free at:

               http://ResearchArchives.com/t/s?2574


                        About Broder Bros.

Headquartered at Trevose, Pennsylvania, Broder Bros., Co. --
http://www.broderbrosco.com/;http://www.broderbros.com/;
http://www.alphashirt.com/and http://www.nesclothing.com/-- is a  
distributor of imprintable sportswear and accessories in the
United States.  The company operates the "Broder," "Alpha" and
"NES" brands.  The company operates 10 major distribution centers.
Further it also operates eight "Express" facilities offering
pickup room service to customers in the Los Angeles, CA;
Louisville, KY; Detroit, MI; Chicago, IL; St. Louis, MO;
Charlotte, NC; Indianapolis, IN; and Philadelphia, PA markets.

Broder Bros., Co. was purchased in May 2000 by Bain Capital.  
Subsequent to Bain's purchase of Broder Bros., the company
expanded its geographic reach and market share through the
acquisitions of St. Louis T's in 2000, Full Line Distributors and
Gulf Coast Sportswear in 2001, T-Shirts & More and Alpha Shirt
Company in 2003, NES Clothing Company in 2004 and Amtex in 2006.


BRODER BROS: Weak Operating Results Cue S&P to Cut Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on apparel
distributor Broder Bros Co., including its corporate credit
rating, to 'B-' from 'B'.  The outlook is negative.

Total debt outstanding at Trevose, Pennsylvania-based Broder was
about $325 million on Sept. 29, 2007.
     
The downgrade follows Broder's earnings release for the third
quarter ended Sept. 29, 2007, that reflects significantly weakened
operating results and credit protection measures.  "The company
has suffered various operating issues for the past several years,
and this has affected its financial performance and exacerbated
the deterioration in credit protection measures," said Standard &
Poor's credit analyst Susan H. Ding.


CAPITAL AUTO: Fitch Rates $7.963 Million Class D Trust at BB
------------------------------------------------------------
Fitch has rated Capital Auto Receivables Asset Trust 2007-4 as:

  -- $333,000,000 4.91023% class A-1 'F1+';
  -- $100,000,000 4.93% class A-2a 'AAA';
  -- $460,000,000 floating rate class A-2b 'AAA';
  -- $160,000,000 5.00% class A-3a 'AAA';
  -- $150,000,000 floating rate class A-3b 'AAA';
  -- $301,946,000 5.30% class A-4 'AAA';
  -- $51,757,000 6.39% class B 'A';
  -- $23,888,000 7.40% class C 'BBB';
  -- $7,963,000 7.50% class D 'BB'.


CARDSYSTEMS SOLUTIONS: Plan Confirmation Hearing Moved to Nov. 19
-----------------------------------------------------------------
The Honorable James M. Marlar of the United States Bankruptcy
Court for the District of Arizona continued the hearing to
consider confirmation of Cardsystems Solutions Inc.'s Chapter 11
Plan of Liquidation to Nov. 19, 2007, at 9:00 a.m.

The hearing will be held at 38 South Scott Avenue, Courtroom 466
in Tucson, Ariozona.

Judge Marlar had approved, on Aug. 9, 2007, the Third Amended
Disclosure Statement explaining the Debtor's Plan and initially
schedules a confirmation hearing on Sept. 13, 2007.

                       Overview of the Plan

Under the Plan, the Debtor's cash on hand will be used to pay all
creditors.  If the Debtor's cash on hand is insufficient, the
escrowed cash may be transfered to the Debtor from the escrow
account by JPMorgan Chase Bank N.A.

On the effective date of the Plan, Edward B. Berger will be
appointed as the liquidating agent, to oversee the operation and
management of the Debtor.  As the Debtor's liquidating agent, Mr.
Berger will, specifically:

   i. control and manage the property of the estate, including
      taking any action necessary to sell assets and collect
      proceeds;

  ii. distribute estate assets in accordance with the terms of
      the Plan; and

iii. file with the Court a report at the conclusion of the
      administration of the estate assets showing all assets and
      income administered and disbursed.

                       Treatment of Claims

Under the Plan, Administrative Claims will be paid in full, in
cash after the effective date.

Priority Tax and Priority Wage Claims will be paid an amount equal
to one-half of any allowed claims.

Equity Interest holders, if any, will also be paid on a pro rata
basis, according to the holders contractual priority.

                  Treatment of Merrick's Claim

As a result of its secured claim, Merrick Bank will receive a cash
distribution on the effective date.  The amount will be funded
from the deposit and the escrow account, which will be transferred
directly to Merrick by JPMorgan Chase.

In addition, Merrick's recovery will be limited to $14,750,000.  

Funding for the payment of the first $10 million will be:

    a. $5.1 million -- the Debtor will release all claims
       to the deposit;

    b. $1,216,195 -- the Debtor will release all claims to
       the escrow release;

    c. $5,183,805 -- the remaining cash of $5,183,805 will
       be disbursed from the account to Merrick.

Funding for the payment of the remaining principal amount of
$4,750,000 will be:

    a. Merrick agrees to transfer $1,500,000, plus other
       interest, from the escrow account to the estate for the
       benefit of the General Unsecured creditors, in turn,  
       Merrick will have an allowed claim of $1,250,000.

    b. Merrick will have first priority on the first
       $3.5 million of net distribution of proceeds of estate
       assets.

    c. Merrick will be entitled to cause the liquidation of as
       many of the escrowed shares held by the estate as is
       necessary to yield a net return to Merrick in an amount
       that the sum of the Merrick trust recoveries and the
       Merrick Stock Recoveries equals $3.5 million, on third
       anniversary of the effective date.

A full-text copy of Cardsystems' Third Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=070818021736

A full-text copy of Cardsystems' Third Plan of Liquidation is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=070818021539

Headquartered in Sonoita, Arizona, Cardsystems Solutions Inc. --
http://www.cardsystems.com/-- was acquired by Pay By Touch   
Payment Solutions, LLC -- http://www.paybytouch.com/-- a       
biometric authentication, loyalty, membership, payment and other
electronic transaction solutions provider.  The Company filed for
bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No.
06-00515).  Frederick J. Petersen, Esq., Michael McGrath, Esq.,
and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  An Official
Committee of Unsecured Creditors has not been appointed in the
Debtor's case.  When the Debtor filed for bankruptcy protection,
it disclosed assets amounting to $13,087,515 and debts totaling
$23,860,343.


CHARYS HOLDING: In Talks w/ Creditors for Financial Restructuring
-----------------------------------------------------------------
Charys Holding Company, Inc., is in discussions with various
creditors regarding potential changes to its capital structure.  
In conjunction with these discussions, the company has elected not
to make the scheduled interest payment due on Nov. 16, 2007, on
its Senior Convertible Notes due 2012.

Charys has retained AlixPartners, LLP to provide advisory services
in connection with these restructuring efforts.  In addition to
supporting the measures to improve Charys' operations and cost
structure, AlixPartners is participating with the company, Senior
Convertible Note holders, and other creditors in order to better
align the capital structure to match expected operating
performance.

"We believe we are taking a reasonable course of action to improve
our capital structure as quickly as possible," Billy V. Ray, Jr.,
Charys' Chairman and CEO said.  "While the challenges faced are
complicated and the process time-consuming, we are optimistic that
there is a resolution that works for all parties involved."

The operating subsidiaries continue to conduct business as usual,
with performance consistent with recent company estimates.

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. --
http://www.charys.com/-- acquires stable, cash flow positive,  
small to medium-sized private companies engaged in providing
direct services, outsourced services and infrastructure to medium
and large enterprise businesses.  Charys operates these companies
as independent subsidiaries, improving aggregate financial
performance by influencing its subsidiaries to develop and
leverage beneficial synergistic relationships.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 14, 2007,
Miller Ray Houser & Stewart LLP expressed substantial doubt about
Charys Holding Company, Inc., fka Spiderboy International, Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended April 30, 2007.  
The auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.


CHERRY CREEK: S&P Places All Ratings Under Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A1J, A2, A3, B, and C notes issued by Cherry Creek CDO II Ltd. and
the class A1J notes issued by TABS 2007-7 Ltd. on CreditWatch with
negative implications.  The class A2, A3, B1, B2, B3, C, and I sub
notes issued by TABS 2007-7 Ltd. remain on CreditWatch with
negative implications, where they were placed on Oct. 22, 2007.
     
Standard & Poor's notes that Cherry Creek CDO II Ltd. triggered an
event of default on Nov. 14, 2007, under section 5.1(h) of the
indenture, dated March 15, 2007, when the senior credit test ratio
was less than 100%.  On Nov. 6, 2007, TABS 2007-7 Ltd. triggered
an EOD under section 5.1(h) of the indenture dated March 20, 2007,
due to a failure of the senior credit test.  
     
When Standard & Poor's receives EOD notices, S&P place all
affected note ratings on CreditWatch with negative implications.


             Ratings Placed on Creditwatch Negative

                                               Rating
                                               ------
   Transaction               Class      To               From
   -----------               -----      --               ----
   Cherry Creek CDO II Ltd.  A1J        AAA/Watch Neg    AAA
   Cherry Creek CDO II Ltd.  A2         AA/Watch Neg     AA
   Cherry Creek CDO II Ltd.  A3         A/Watch Neg      A
   Cherry Creek CDO II Ltd.  B          BBB/Watch Neg    BBB
   Cherry Creek CDO II Ltd.  C          BB+/Watch Neg    BB+
   TABS 2007-7 Ltd.          A1J        AAA/Watch Neg    AAA

           Ratings Remaining on Creditwatch Negative
  
                       TABS 2007-7 Ltd.          

                        Class   Rating
                        -----   ------
                        A2      AA/Watch Neg
                        A3      A/Watch Neg
                        B1      BBB+/Watch Neg
                        B2      BBB/Watch Neg
                        B3      BBB-/Watch Neg
                        C       BB/Watch Neg
                        I Sub   BBB-/Watch Neg

                  Other Outstanding Ratings

            Transaction               Class   Rating
            -----------               -----   ------
            Cherry Creek CDO II Ltd.  A-1S    AAA
            TABS 2007-7 Ltd.          A1S     AAA
            TABS 2007-7 Ltd.          X       AAA


CHRYSLER LLC: Mulls Product Portfolio Streamlining
--------------------------------------------------
Chrysler LLC is in discussions with dealers on product portfolio
changes and poor performing dealerships, Jeff Bennett and Josee
Valcourt of the Wall Street Journal reports citing three dealers
familiar with the matter.

To avoid confusion on overlapping products, sources said that
Chrysler wants dealers to sell all of its passenger cars under the
Chrysler name; pickup and commercial trucks under the Dodge name;
and, sport-utility vehicles under the Jeep name.

According to WSJ, the move would reduce the number of dealers and
weed out competition between products such as midsized sedans
Dodge Avenger and Chrysler Sebring, which are marketed under
different names.

As reported in the Troubled Company Reporter on Nov. 5, 2007, the
company had plans to eliminate four models through 2008, including
Dodge Magnum, the convertible version of Chrysler PT Cruiser,
Chrysler Pacifica and Chrysler Crossfire.  In the same time frame,
Chrysler will add two all-new products to its portfolio: the Dodge
Journey and Dodge Challenger, along with two new hybrid models,
the Chrysler Aspen and Dodge Durango.

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  The
outlook is negative.


CLEARANT INC: Posts $576,000 Net Loss in 3rd Qtr. Ended Sept. 30
----------------------------------------------------------------
Clearant Inc. disclosed results for its third quarter and nine
months ended Sept. 30, 2007.

The company reported a net loss of $576,000 for the third quarter
ended Sept. 30, 2007, compared with a net loss of $2.6 million in
the same period last year.

For the third quarter ended Sept. 30, 2007, total revenues were
$160,000, compared to $191,000 in the same quarter of the prior
year.  Direct distribution revenue rose 79% to $136,000 from
$76,000 a year ago.  Revenues from licensing and contract research
declined to $13,000 from $84,000 in the third quarter of 2007 and
2006, respectively.

The company reported that revenues, for the nine-month period
ending Sept. 30, 2007, increased 56% to $763,000 from $488,000 in
the same period of 2006.

Direct distribution revenue grew to a $440,000 for the first nine
months of 2007, compared to $85,000 in the first nine months of
the prior year.  Revenues from licensing and contract research,
activities that the company intends to de-emphasize in the future,
declined to $243,000 from $315,000 million for the first nine
months of 2007 and 2006, respectively.

Net loss was $2.4 million for the first nine months of 2007,
compared to a net loss of $7.5 million in the first nine months of
2006.

"Our rapidly growing direct distribution business clearly has the
potential to expand significantly and to be the spearhead of
future growth for the company," said Jon Garfield, chief executive
officer.  "Our solid growth during the first nine months of the
year was achieved despite the funding constraints we experienced
before the recent capital injection.  These constraints led us to
delay hiring of new salespeople and to defer arrangements to
increase tissue supply.  Following the recent infusion of capital
into the company, we are now expanding our sales efforts by
looking to hire new sales representatives."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.7 million in total assets, $2.2 million in total liabilities,
and $1.5 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2571

                     Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP, in Los Angeles, expressed
substantial doubt about Clearant Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flow from operations.

                       About Clearant Inc.

Headquartered in Los Angeles, Clearant Inc. (OTC BB: CLRA) --
http://www.clearant.com/-- develops and markets a proprietary  
pathogen inactivation technology that reduces the risk of
contamination to biological products by inactivating a broad range
of pathogens.  The Clearant Process(R) is based on exposing a
biological product to gamma-irradiation under specialized,
proprietary or patented conditions that deliver a predetermined
amount of radiation to inactivate a desired level of pathogens,
thereby reducing the risk of contamination, while preserving the
functionality and integrity of the treated product.


CLEVELAND UNLIMITED: Financial Restatement Prompts Moody's Review
-----------------------------------------------------------------
Moody's Investors Service placed Cleveland Unlimited Inc.'s
(Revol) Caa1 corporate family, Caa1 senior secured and B3
probability of default ratings under review for possible downgrade
and lowered its speculative grade liquidity rating to SGL-4 from
SGL-3.

The rating action follows the company's disclosure that it would
potentially need to restate its financial results for one or more
prior periods and that the scope and magnitude of any potential
restatement is currently uncertain.  This raises significant
concerns over the adequacy of the company's internal control
procedures and has heightened Moody's concerns over Revol's
liquidity position.  The potential restatement issue exacerbates
already weak fundamentals for Revol's Caa1 corporate family rating
in Moody's opinion.  Moody's currently believes that the company's
relatively limited cash position, questionable prospects for full
recovery value in a distress scenario and an uncertain path to
sustained free cash flow generation may warrant a downward
revision to Revol's rating even in the event that financial
statement issues and internal control procedures are
satisfactorily addressed.

Downgrades:

Issuer: Cleveland Unlimited, Inc.

    * Speculative Grade Liquidity Rating:

      -- Downgraded to SGL-4 from SGL-3

On Review for Possible Downgrade:

Issuer: Cleveland Unlimited, Inc.

    * Probability of Default Rating:

      -- Placed on Review for Possible Downgrade, currently B3

    * Corporate Family Rating:

      -- Placed on Review for Possible Downgrade, currently Caa1

    * Senior Secured Regular Bond/Debenture:

     -- Placed on Review for Possible Downgrade, currently Caa1,
        60 - LGD4

Outlook Actions:

Issuer: Cleveland Unlimited, Inc.

    * Outlook: Changed To Rating Under Review From Stable

Revol has indicated that it believes it has adequate liquidity to
service its current debt and payment obligations and continue its
business operations in the ordinary course.  A technical default
under Revol's senior secured indenture may arise from the late
filing of its financial statements.  This could result in the need
for Revol to accelerate repayment of its $150 million in senior
secured notes which the company does not otherwise have the
committed resources to satisfy.

Moody's notes that the company's Chief Financial Officer resigned
in August 2007 and has yet to be replaced (although the services
of a financial consultant have been retained) and Revol's
previously appointed accounting firm has suspended its audit
engagement until an investigation by the company's Audit Committee
into various accounting matters is completed.

Moody's review will focus on the potential for Revol to become
current with respect to its financial statement filing
requirements or otherwise obtain any necessary waivers to avoid a
potential default.  Additionally, Moody's will seek to meet with
company management to determine Revol's prospects for achieving
sustained free cash flow generation or obtaining any necessary
additional capital in light of increasing industry operating risks
arising from slowing industry subscriber growth and the company's
limited access to cash resources, which totaled roughly
$24 million as at June 30, 2007.  Should the company's delay of
its financial statement filings persist for longer than 60 days,
Moody's expects to move towards concluding the ratings review with
available information at that time.

Based in Independence, Ohio, Cleveland Unlimited, Inc. is a
provider of wireless telecommunications service in Ohio.


COGENTRIX ENERGY: Moody's Withdraws Ba2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for Cogentrix
Energy, LLC and Cogentrix Delaware Holdings, LLC.

CEI has repaid CDHI's senior secured credit facilities in full and
terminated the facilities.  Furthermore, it has notified
bondholders of its intention to redeem all of its outstanding
8.75% senior notes due 2008 on December 14, 2007.  These notes
have been guaranteed by The Goldman Sachs Group, Inc.

Moody's has withdrawn these ratings:

Cogentrix Energy, LLC

   - Corporate family rating of Ba2
   - $354 million senior unsecured notes due 2008, rated Aa3

Cogentrix Delaware Holdings, LLC

   - $193 million senior secured term loan due 2012
   - $ 50 million senior secured revolving credit facility due
       2010

CEI is headquartered in Charlotte, North Carolina, and is the
parent company of CDHI.


COI MIDWEST: Judge Neiter Confirms Amended Reorganizational Plan
----------------------------------------------------------------
The Hon. Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California confirmed COI Midwest Investment
LLC's Modified Amended Chapter 11 Plan of Reorganization.

                          Plan Funding

The Plan will be funded from the proceeds of the sale of the
Debtor's property, estimated approximately $13.8 million.  The
Debtor assures the Court that the amount is more than enough to
ensure all Secured and General Unsecured Claims.

Under the Plan, All General Unsecured Claims will expect to
recover 3.97% of its allowed claim.

                       Treatment of Claims

Under the Plan, Administrative and Priority Tax Claims will be
paid in full on the effective date.  Secured Claim of Wells Fargo,
totaling $8.6 million, will also be paid in full.

Holders of Priority Unsecured Claims will be paid in cash equal to
the allowed amount of the claim on the effective date.

General Unsecured Claims, excluding Delaware Street Capital II
L.P. Entities, totaling $2.5 million, will be paid in full,
including postpetition interest from the Debtor's bankruptcy
filing through the date of payment of allowed claims under
Section 1961(a) of the Bankruptcy Code.

General Unsecured Claims of DSC Entities, totaling $3.6 million,
will also be paid in full.

Holders of Equity Interests will retain their interest in the
Debtor under the Plan.

A full-text copy of COI Midwest's Modified Amended Disclosure
Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=070821040218

A full-text copy of COI Midwest's Modified Amended Chapter 11
Plan of Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=070821040831

Headquartered in the City of Industry, California, COI Midwest
Investments LLC leases its real property in Canyon Road.  The
Company filed for bankruptcy protection on June 1, 2006 (Bankr.
C.D. Calif. Case No. 06-12329).  Ron Bender, Esq., and David B.
Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case
to date.  When the Debtor filed for bankruptcy, it listed
estimated assets between $10 million and $50 million and estimated
debts between $1 million and $10 million.


CPG INTERNATIONAL: Earns $300,000 in Third Quarter of 2007
----------------------------------------------------------
CPG International Inc. disclosed third quarter 2007 financial
results.

"Although the residential housing market further weakened in the
3rd quarter, CPG continued to execute on its business plan
achieving impressive growth for the quarter," said Glenn Fischer,
CPG's Interim Chief Executive Officer.  "We continued building out
the AZEK Building Products distribution and sales footprint for
both AZEK Trim and AZEK Deck products, expanded decking capacity
to meet increasing demand, and saw growth from recent product
introductions including our AZEK Mouldings line."

In the third quarter, AZEK entered the second phase of its
capacity build-out in Foley, Alabama and Scranton, Pennsylvania to
support the rapid growth of its cellular PVC decking product AZEK
Deck.  In addition, AZEK continued the build-out of its multi-
product distribution network and began shipping AZEK Trim to Home
Depot in support of a 98 store test program.  "We are committed to
building AZEK into the leading brand of premium, low maintenance
building products. The expansion of our production capabilities
and distribution partners will greatly support us in this
initiative," said Ralph Bruno, President AZEK Building Products.

                  Third Quarter Highlights

Third quarter sales improved to $82.6 million, up 25.5% from the
third quarter 2006.  Volume growth was primarily attributable to
the acquisition of Procell Decking Systems as well as growth in
our AZEK Trim and Mouldings business.

Gross margin improved 250 basis points in 2007 versus the
comparable period in 2006 driven by lower material costs,
increased volumes, and improved operating productivity.

Net income rose to $0.3 million in the third quarter from a loss
of $0.8 million in 2006 reflecting strong sales growth and margin
improvements.

EBITDA performance in third quarter of 2007 grew to $15.2 million
from $9.8 million last year. Adjusted EBITDA was $16.5 million in
the quarter, up 56.1% from $10.6 million in 2006.

                   Year-to Date Highlights

Sales for the first nine months of 2007 were $254.1 million, up
20.7% over the first nine months of 2006.  The successful
acquisitions of Procell and Santana and strong growth in our
locker systems sales more than offset the effects of a declining
housing market.

Gross margin improved 270 basis points for the first nine months
of 2007 driven by lower material costs, increased volumes, and
improved operating productivity.

Net income was $6.6 million for the first nine months of 2007, an
improvement of 153.1% from $2.6 million in 2006.

Sales growth and improved margins helped drive all-time record
EBITDA performance in the first nine months of 2007 as EBITDA was
up 45.0% to $50.3 million.  Adjusted EBITDA was $52.6 million in
the first nine months of 2007, up 45.9% from $36.1 million in the
first nine months of 2006.

At September 30, 2007, CPG had cash of $17.4 million and had no
amounts outstanding on its $40.0 million revolving credit
facility.

CPG's Adjusted EBITDA guidance is $65 million to $70 million for
the full year of 2007.  "We expect to have a very solid year of
growth despite the difficult residential building market," said
Scott Harrison, Executive Vice President and Chief Financial
Officer.  "However, with resin costs increasing and the continued
slow pace in the housing market, we are narrowing our guidance
today to $65 million to $70 million, the lower end of our
previously issued range."

                      Balance Sheet

At Sept. 30 2007, the company's balance sheet showed total assets
of $579,384,000, total debts of $380,932,000 and total
shareholders' equity of $198,452,000.  Equity at Dec. 31, 2006
stood at $156,972,000.

The company's balance sheet also showed accumulated deficit of
$1,509,000 as of September 30.

A full-text copy of the company's financial report for the third
quarter of 2007 may be viewed for free at:

               http://ResearchArchives.com/t/s?2575

                      About CPG International

Headquartered in Scranton, Pennsylvania, CPG International --
http://www.cpgint.com/-- manufactures highly engineered, premium,  
low-maintenance, building products for residential and commercial
markets designed to replace wood, metal and other traditional
materials in a variety of construction applications.  The
company's products are marketed under several brands including
AZEK(R) Trim, AZEK(R) Deck, AZEK(R) Mouldings, Santana Products,
Comtec Industries, Capitol, EverTuff(TM), TuffTec(TM), Hiny
Hider(R) and Celtec(R), as well as many other brands.


CPG INTERNATIONAL: S&P Holds All Ratings and Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on CPG
International Inc. to positive from stable and affirmed all of its
ratings, including the 'B' corporate credit rating.
     
"The outlook revision reflects our belief that CPG's sales and
earnings could grow meaningfully if the company continues to
increase its penetration of the exterior trim and decking markets,
if it maintains current profitability, and if residential
construction demand settles at expected levels in 2008," said
Standard & Poor's credit analyst Sean McWhorter.  "Greater
earnings and cash flow could lead to stronger credit measures and
a higher rating."
     
CPG, based in Scranton, Pennsylvania, manufactures engineered
building products.  With sales of $305 million for the 12 months
ended Sept. 30, 2007, it operates in two main plastic product
segments --c ellular PVC decking and trim board (sold under the
AZEK brand), and bathroom partitions and lockers (in the Scranton
Products segment).
     
"We believe that earnings growth is the most likely driver for
improvement in leverage or interest coverage, given that the
company must pay prepayment penalties to redeem its debt in the
intermediate term," Mr. McWhorter said.
     
CPG is highly leveraged, with total debt, including capitalized
operating leases of $304 million.
     
"We could raise the ratings if AZEK's momentum in gaining market
share continues, the company's residential end markets stabilize
at expected levels, and earnings continue to grow, resulting in
materially improved credit metrics," Mr. McWhorter said.  "We
could revise the outlook to stable if end-market conditions weaken
more than expected, the company encounters problems managing a
high level of growth, or it experiences greater competitive
pressures."


CRDENTIA CORP: Completes Acquisition of Medical People
------------------------------------------------------
Crdentia Corp. has completed the acquisition of Medical People
Healthcare Services Inc. for $750,000 in cash and $500,000 in a
3-year note payable.    

Approximately 65% of MPHS's revenues are from healthcare staffing
in the nursing home segment, with the remaining revenues from
services to local hospitals and other healthcare facilities.

The acquisition is expected to be immediately accretive to
Crdentia.
    
"I am very pleased that we have completed the acquisition of the
assets of Medical People Healthcare Services Inc. and I look
forward to working with the entire staff of MPHS and to continue
to see consistent growth for our combined company as we layer in
services in all segments of the healthcare staffing market," John
Kaiser, CEO of Crdentia said.  Integration of the acquisition has
now begun in earnest."

"Alabama is a key market in solidifying our growing presence in
the Sun Belt markets, and the completion of the acquisition of
MPHS, along with the recent addition of eight other offices
in Georgia, North Carolina and throughout Florida, firmly
entrenches Crdentia in this important market," Mr. Kaiser
continued.  "Furthermore, this expansion allows Crdentia to
continue to leverage its corporate infrastructure leading to
more profitable overall operations."
    
                     About Crdentia Corp.

Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/-- is a provider of healthcare    
staffing services to 1,500 healthcare providers in 49 states.  
Crdentia provides temporary healthcare staffing comprised of
travel and per diem nursing, locum tenens, and allied healthcare
staffing.

                     Going Concern Doubt

KBA Group LLP, in Dallas, expressed substantial doubt about
Crdentia Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has incurred net losses totaling $16.1 million
and $6.3 million for the years ended Dec. 31, 2006, and 2005,
respectively, and has used cash flows from operating activities
totaling $4.1 million and $5.1 million for the years ended Dec.
31, 2006, and 2005, respectively.  Additionally, at Dec. 31, 2006,
the company's current liabilities exceed their current assets by
$8.1 million.


CREDIT SUISSE: Stable Performance Cues Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Credit Suisse First Boston Mortgage
Securities Corp. commercial mortgage pass-through certificates,
series 2005-C5 as:

  -- $60.6 million class A-1 at 'AAA';
  -- $122 million class A-2 at 'AAA';
  -- $149 million class A-3 at 'AAA';
  -- $136.2 million class A-AB at 'AAA';
  -- $1,003 million class A-4 at 'AAA';
  -- $535.7 million class A-1A at 'AAA';
  -- $290.2 million class A-M at 'AAA';
  -- $224.8 million class A-J at 'AAA';
  -- Interest-only class A-X at 'AAA';
  -- Interest-only class A-SP at 'AAA';
  -- Interest-only class A-Y at 'AAA';
  -- $24.9 million class B at 'AA+';
  -- $47.6 million class C at 'AA';
  -- $21.8 million class D at 'AA-';
  -- $18.1 million class E at 'A+';
  -- $29 million class F at 'A';
  -- $36.3 million class G at 'A-';
  -- $21.8 million class H at 'BBB+';
  -- $32.6 million class J at 'BBB';
  -- $32.6 million class K at 'BBB-';
  -- $7.3 million class L at 'BB+';
  -- $14.5 million class M at 'BB';
  -- $10.9 million class N at 'BB-';
  -- $3.6 million class O at 'B+';
  -- $7.3 million class P at 'B';
  -- $10.9 million class Q at 'B-';
  -- $5.5 million class 375-A at 'BBB+';
  -- $9.5 million class 375-B at 'BBB';
  -- $21.2 million class 375-C at 'BBB-'.

Fitch does not rate the $31.7 million class S.

The rating affirmations reflect the stable pool performance.  As
of the October 2007 distribution date, the transaction has paid
down 1.2% to $2.903 billion from $2.94 billion at issuance.

There are currently two loans (0.2%) in special servicing.  The
first specially serviced loan (0.1%) is secured by a 21,000 square
foot retail property located in Port Richey, Florida.  The loan
was transferred to the special servicer due to a monetary default
and is in foreclosure.  Based on the current value of the
property, losses are expected upon the liquidation of the loan,
which will be absorbed by the non-rated class S.

The second specially serviced loan (0.1%) is secured by a 18,260
SF retail property in Sinking Spring, Pennsylvania.  The borrower
filed bankruptcy and the property is under contract for
liquidation which is subject to approval from the bankruptcy
trustee.

Fitch reviewed shadow ratings of these four loans: 375 Park
Avenue, 120 Wall Street, Northland Center Mall and MK Plaza, which
maintain investment grade shadow ratings due to their stable
performance.

375 Park Avenue (9.2%) is secured by a 791,993 SF office property
in New York City.  Occupancy as of June 6, 2007 decreased slightly
to 94% from 95% at issuance.

120 Wall Street (2.4%) is secured by a 607,172 SF office property
in New York City.  Occupancy as of June 1, 2007 increased to 99.5%
from 99% at issuance.

Northland Center Mall (1%) is secured by a 537,716 SF retail
property in Southfield, Michigan.  The occupancy as of June 29,
2007 increased to 88.1% from 87% at issuance.

MK Plaza (0.7%) is secured by a 552,490 SF office property in
Boise, Idaho.  Occupancy as of June 30, 2007 increased to 94.1%
from 92% at issuance.


DELPHI CORP: Obtains Court Nod for $6.8 Bil. Exit Financing Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved a $6,800,000,000 financing plan for Delphi Corp.'s
exit from bankruptcy.

Judge Robert D. Drain authorized Delphi to enter into, and
perform under, an engagement letter and fee letters with JPMorgan
Chase Bank, N.A., and Citigroup, which have agreed to arrange and  
syndicate:

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

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

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

A redacted version of the Engagement Letter is available for free
at http://ResearchArchives.com/t/s?2533

Delphi did not disclose the fees it will pay to the arrangers and
obtained approval to file the fee letter under seal.  

Troy, Michigan-based Delphi, the Associated Press noted,
originally sought $8,700,000,000 in loans, but reduced that
amount and delayed voting on its reorganization plan as it
struggled to secure the financing in a tighter credit market.

Delphi expects to emerge from bankruptcy during the first quarter
of 2008.  Delphi filed its Joint Plan of Reorganization on
September 6, 2007, but said it will revise its plan due to
changes in its exit financing terms and investment agreements
with potential equity investors.  The exit financing will be made
available on the effective date of the Plan.

The Reorganization Plan also provides that Delphi will obtain
additional financing of up to $2,550,000,000 from an equity
rights offering, backstopped by investors led by Appaloosa
Management LP.  The investment agreement, according to a Nov. 14,
2007 news release, has been renegotiated to provide for an
increase in consideration to the plan investors, after Goldman
Sachs pulled out of the deal.  According to AP, Judge Drain
balked at the new terms of the deal and said he was "very
distressed" the terms had changed, "sucking out hundreds of
millions of dollars over these apparent excuses."

The Official Committee of Unsecured Creditors and the Official
Committee of Equity Security Holders of Delphi have conveyed
their opposition to the potential amendments to the Plan.  
Delphi's chief customer, General Motors Corp., which is expected
to recover $2,700,000,000 in cash, notes and stock from the auto-
parts supplier, has supported the amendments.

Delphi is expected to file a revised Reorganization Plan and
related documents on or before November 29, 2007, when the Court
holds a hearing to consider approval of the disclosure statement
explaining the terms of the Plan.

                     About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that Plan.  
The hearing to consider the adequacy of the Disclosure Statement
started on Oct. 3, 2007 and has been continued to November 29.

(Delphi Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DOBSON COMMS: Completes $13 per Share Merger Deal with AT&T
-----------------------------------------------------------
AT&T Inc. has completed its acquisition of Dobson Communications
Corporation.  Under terms of the agreement, Dobson stockholders
will receive $13.0 per share.  

In the coming days, AT&T's transfer agent will contact Dobson
shareholders to provide instructions for completing the cash-for-
stock exchange.

The combination of the two companies' wireless networks will allow
AT&T to deliver broader wireless coverage to customers, including
to nearly 1.7 million Dobson subscribers.
    
"We remain committed to providing our wireless customers the best
and broadest network to help them stay connected whenever,
wherever and however they want," Randall L. Stephenson, AT&T
chairman and CEO, said.  "This transaction will produce
substantial benefits for customers of both AT&T and Dobson. AT&T's
customers will enjoy deeper coverage in rural and suburban areas.  
Dobson's customers will have access to AT&T's full portfolio of
innovative products and services."
    
"This transaction also creates value for AT&T stockholders,"
Mr. Stephenson said.  "We expect to realize significant synergies
and believe Dobson's customer base will provide considerable
opportunities for continued growth."
    
The two companies are roaming partners, and AT&T expects a smooth
transition.  AT&T will immediately implement a planned process to
integrate the Dobson and AT&T wireless networks, combine product
portfolios and merge customer care initiatives.
    
                  Network Coverage and Service
    
The merger extends AT&T's coverage and services into a number of
rural and suburban areas in Alaska, Arizona, Illinois, Kansas,
Kentucky, Maryland, Michigan, Minnesota, Missouri, New York, Ohio,
Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and
Wisconsin.
    
Dobson customers will experience a number of benefits as a result
of joining AT&T, including access to the nation's largest digital
voice and data network, offering maximum convenience and
flexibility wherever subscribers are.  

Dobson customers in AT&T's traditional 22-state wireline
footprint, including subscribers in Illinois, Kansas, Kentucky,
Michigan, Missouri, Ohio, Oklahoma, Texas and Wisconsin, will have
the opportunity to join the nation's largest unlimited calling
community -- through AT&T Unity(SM) plans -- with unlimited
calling to more than 120 million AT&T home, business and wireless
customers.  Dobson customers traveling abroad will also have the
advantage of access to lower-cost service in more than 190
countries.
    
With the addition of Dobson, AT&T's integrated GSM network now
covers more than 290 million people in 13,000 U.S. cities and
towns.  The addition of Dobson's 850 MHz spectrum will also
provide the opportunity for further expansion of third-generation
GSM technology throughout the United States.
    
                         Brand Transition
    
AT&T will rebrand Dobson as AT&T and to make AT&T's products and
services available to Dobson customers.  By December 9, the full
portfolio of AT&T products and services will be available at more
than 200 Dobson retail locations.  By that same date, temporary
signage will be installed in all Dobson locations. AT&T expects to
complete the rebranding process, with permanent signage in all
retail locations, by the end of second quarter 2008.
    
AT&T will honor the current rate plans of Dobson customers.
However, Dobson customers will have the opportunity to migrate to
AT&T rates plans without activation or upgrade fees. Dobson
customers who choose AT&T calling plans will also benefit from
Rollover(R) Minutes, a feature exclusive to AT&T.  

Dobson Mobile-to-Mobile customers will also be able to reach
AT&T's 65.7 million wireless customers.  AT&T customer contracts
will not change.
    
                 Merger Synergies and Financials
   
AT&T expects significant synergies as a result of the transaction.  
The net present value of these potential synergies is
approximately $2.5 billion and includes enhanced control over the
customer experience through the reduction of roaming and savings
in overhead and operations.
    
AT&T expects Year 1 dilution to earnings per share from this
transaction to be minimal and that the transaction will have a
positive and growing impact on EPS and free cash flow starting in
the second year after the acquisition closes.

AT&T's financial outlook remains unchanged, with expected double-
digit adjusted EPS growth in both 2007 and 2008.  AT&T continues
to expect strong growth in free cash flow after dividends --
$6 billion to $7 billion in 2007.

                        Approval Process
    
The completion of the Dobson acquisition comes after an extensive
review process, which included approval by or filings with two
states, the U.S. Department of Justice and the Federal
Communications Commission.
    
As a result of the review process, AT&T will divest Dobson
operations in four primarily rural areas -- one in western
Oklahoma, one in Texas and two in Kentucky.  In addition, AT&T
will divest the Cellular One name to a buyer that will continue to
make it available for use by wireless carriers and will exit from
its minority interests in Mid-Tex Cellular Ltd. and Northwest
Missouri Cellular Limited Partnership. AT&T currently owns 1% or
less in each of these entities.
    
AT&T will also voluntarily commit to an interim cap on federal
eligible telecommunications carrier support.  This cap will be set
at twelve times the level of support that AT&T and Dobson were
collectively eligible to receive as competitive ETCs for the month
of June 2007.  This commitment by AT&T serves the public interest
by minimizing pressure on the federal universal service fund
caused by rapidly increasing demand for high-cost universal
service support.

                       FCC Approval

The FCC consented to the applications filed in connection with the
proposed acquisition of Dobson Communications Corporation by AT&T
Inc., subject to certain conditions.  

With the action, the FCC approved with conditions the transfer of
control of licenses, authorizations, and spectrum leases held by
Dobson and its subsidiaries to AT&T.  These licenses and
authorizations include Cellular licenses, Broadband Personal
Communications Service licenses, Advanced Wireless Services
licenses, Common Carrier Fixed Point-to-Point Microwave licenses,
and three international section 214 authorizations.

In analyzing AT&T's proposed acquisition of Dobson, the FCC
examined the market for mobile telephony services and concluded
that the companies had demonstrated that the merger, with the
conditions, will serve the public interest, convenience, and
necessity.  Further, the FCC concluded that the likely public
interest benefits of the merger outweigh any potential public
interest harms and that competitive harm is unlikely in most
mobile telephony markets involved in the proposed transaction.  In
four Cellular Market Areas, however, the FCC's case-by-case
analysis indicates that likely competitive harm will result.

          Cellular Market                 Name
          ---------------                 ----
              CMA448               Kentucky 6 - Madison
              CMA450               Kentucky 8 - Mason
              CMA600               Oklahoma 5 - Roger Mills
              CMA661               Texas 10 - Navarro

In these areas, the FCC imposed conditions that will effectively
remedy the potential for these particular harms.  The merger
applicants are required to divest the licenses and related
operational and network assets -- including certain employees,
retail sites, and subscribers -- of one of the two companies in
the four markets, using procedures, in order to complete their
merger.

As reported in the Troubled Company Reporter on Nov. 5, 2007, the
U.S. Department of Justice also reviewed the AT&T-Dobson
transaction and agreed to allow the merger to proceed subject to
certain conditions, which vary slightly from the conditions
imposed by the FCC.  Under the terms of a settlement between the
merger applicants and DOJ, AT&T has agreed to divest the cellular
licenses and related operational and network assets in CMAs 448,
450, and 600; to divest its minority interests in Mid-Tex
Cellular, Ltd. covering CMA 660, and in Northwest Missouri
Cellular Limited partnership, covering CMA 504 (Missouri RSA-1);
and to divest Dobson's interests in Cellular One in CMA 616
(Pennsylvania RSA-5) and CMA 662 (Texas RSA-11).

AT&T is also subject to a condition to have an interim cap on its
high-cost, competitive Eligible Telecommunications Carrier
support.  This cap, like the cap established as a condition of the
ALLTEL-Atlantis transaction, is based on AT&T and Dobson's level
of competitive ETC support as of June 2007.  

The FCC also adopted a limited exception from the application of
the interim cap condition to AT&T.  Specifically, AT&T will not be
subject to the interim cap condition to the extent that it:

   (1) files cost data showing its own per-line costs of providing
       service in a supported service area upon which its high
       cost universal service support would be based, and

   (2) demonstrates that its network is in compliance with section
       20.18(h) of the FCC's rules specifying E911 location
       accuracy as measured at a geographical level defined by the
       coverage area of each Public Safety Answering Point.  

                      Divestiture Procedures

A Management Trustee approved by the FCC, will be appointed to
serve as manager of the licenses and related operational and
network assets for the four markets until such assets are sold to
third party purchasers or transferred to a Divestiture Trustee,
who may be the same person as the Management Trustee.  During the
period in which the Management Trustee is in day-to-day control of
the Divestiture Assets, AT&T will retain de jure control and shall
have the sole power to market and dispose of the Divestiture
Assets to third-party buyers, subject to the FCC's regulatory
powers and process with respect to license transfers and
assignments and the terms of the DOJ settlement.

On Nov. 13, 2007, AT&T filed applications with the FCC to enter
into a short-term de facto transfer spectrum leasing arrangement
in order to transfer the Divestiture Assets for three of the four
markets into the trust with the Management Trustee.  These
applications, which have been approved, included a request to
approve the identity of the Management Trustee and the terms of
the trust agreement.  The FCC required that the Divestiture Assets
in those three markets be transferred to the trust no later than
upon consummation of this transaction.   For the fourth market
(CMA661), the FCC required AT&T and Dobson to file an application
to enter into the necessary short-term de facto spectrum leasing
arrangement within three business days after the adoption of this
order, and to transfer the Divestiture Assets to the Management
Trustee within five business days.  

From the date of release of the Order adopted Nov. 15, 2007, and
until the divestitures ordered herein have been consummated, AT&T,
Dobson, and the Management Trustee shall preserve, maintain, and
continue to support the Divestiture Assets and shall take all
steps to manage them in a way as to permit prompt divestiture.  
AT&T, Dobson, and the Management Trustee must abide by the same
provisions relating to the duties of the Management Trustee and
the preservation of the Divestiture Assets as those contained in
the DOJ settlement agreement.  

AT&T and Dobson will be allowed 120 days from the closing of their
transaction or five days after notice of entry of the Final
Judgment, whichever is later, to divest the Divestiture Assets
prior to the second stage of the divestiture procedures becoming
operative.  Upon application by the Applicants to the Wireless
Telecommunications Bureau, the Bureau may grant one or more
extensions to the Management Period not to exceed 60 days in the
aggregate to allow the Applicants further time to dispose of the
Divestiture Assets.

Upon expiration of the Management Period, any Divestiture Assets
that remain owned by the Applicants will be irrevocably
transferred to a Divestiture Trustee, who will be solely
responsible for accomplishing disposal of the Divestiture Assets.  
The Divestiture Trustee shall use its best efforts to sell the
Divestiture Assets within six months of appointment, subject to
the FCC's regulatory powers and process with respect to license
transfers and assignments.

To the extent that the Divestiture Assets are included within the
DOJ settlement, the FCC will allow the Applicants to proceed to
divest such assets in accordance with the terms of the agreements
that are contained in those documents.  To the extent that this
Order requires divestitures in any market that are more extensive
than those required by DOJ, the FCC requires that the Applicants
comply with this Order and completely dispose of the Divestiture
Assets included in such markets.  To the extent that we are
requiring divestitures in additional markets than required by DOJ,
the FCC will require the Applicants, prior to closing their
transaction, to provide the Commission with documentation
substantially similar to that provided to DOJ with respect to the
additional divestitures that we require herein.

                        About AT&T Inc.

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

              About Dobson Communications Corporation

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

                          *     *     *

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


DOBSON COMMS: Gives Notice of Right to Convert 1.5% Sr. Debentures
------------------------------------------------------------------
Dobson Communications Corporation has given a notice to the
holders of its $160 million aggregate principal amount of 1.50%
Senior Convertible Debentures due 2025 (CUSIP Nos. 256069AG2 and
256069AG0).  The notice was issued pursuant to an Indenture, dated
as of Sept. 13, 2005, for the Debentures between the company, as
issuer, and Bank of Oklahoma, National Association, as trustee.  

As reported in the Troubled Company Reporter on July 2, 2007, the
company entered into an Agreement and Plan of Merger, among the
Company, AT&T Inc. and Alpine Merger Sub, Inc., which contemplates
that Merger Sub will be merged with and into the company with the
Company being the surviving corporation in the merger.  At the
effective time of the Merger, each share of Class A Common Stock,
par value $.001 per share, and Class B Common Stock, par value
$.001 per share, of the Company (other than certain excluded
shares of the Common Stock) will be converted into the right to
receive $13 per share in cash, less applicable tax withholdings.

Holders should be aware that after one Business day prior to the
Fundamental Change Repurchase Date, the Debentures will no longer
be convertible pursuant to Section 15.01(a)(vi) of the Indenture
and therefore will be convertible only upon the occurrence of
other events permitting conversion under the Indenture.  Further,
as a result of the Merger, the Debentures have become convertible
for an amount of cash in a fixed amount without regard to when
they are converted.  Holders may exercise their conversion right
by duly completing and manually signing the conversion notice
attached to the notice provided to holders of the Debentures and
delivering the Conversion Notice and the Debentures, duly endorsed
for transfer, to the conversion agent at:

     Attn: Timothy M. Cook and Rachel Redd-Singleton
     Corporate Trust
     Bank of Oklahoma, National Association
     9520 North May, 2nd Floor
     Oklahoma City, OK 73120
     
Holders in need of a Conversion Notice should contact the
conversion agent.

The company gave notice to all holders of the Debentures and the
Trustee, pursuant to Sections 3.04, 3.06, 11.03, 15.04, 15.06 and
15.12(a) of the Indenture, that:

   (i) on Nov. 15, 2007, the company entered into a Supplemental
       Indenture with the Trustee, which provides that:

       (a) the Debentures shall, without the consent of any holder
           of the Debentures, be convertible into the right to
           receive only $1,362.42 in cash per $1,000 principal
           amount of the Debentures,

       (b) the term Applicable Conversion Rate as used in the
           Indenture and the Supplemental Indenture shall mean
           104.8016 shares of Common Stock per $1,000 principal
           amount of the Debentures if the Debentures are
           converted at least one Business Day before the
           Fundamental Change Repurchase Date or 97.0685 shares of
           Common Stock per $1,000 principal amount of the
           Debentures if the Debentures are converted on or after
           the Fundamental Change Repurchase Date; however,
           holders should be aware that the Applicable Conversion
           Rate will not determine what a holder receives upon
           conversion which will be a fixed amount of cash of
           $1,362.42, and

       (c) effective as of Nov. 15, 2007, the company, as the
           surviving corporation in the Merger, assumes the due
           and punctual payment of the principal of, and premium,
           if any, and interest on all of the Debentures, and the
           due and punctual performance and observance of all of
           the covenants and conditions of the Indenture to be
           performed or satisfied by the company;

  (ii) the Merger became effective on Nov. 15, 2007, which Merger
       constituted a Fundamental Change and a Non-Stock Change of
       Control;

(iii) the CUSIP numbers for the Debentures are 256069AG2 and
        256069AG0;

  (iv) the Debentures have become convertible into cash, and the
       applicable Conversion Rate is 104.8016 for the period
       ending one Business Day before the Fundamental Change
       Repurchase Date;

   (v) the company has irrevocably elected to pay all amounts
       payable upon conversion of the Debentures in cash and to
       not issue any shares in respect of the $1,362.42 to be paid
       in cash per $1,000 principal amount of the Debenture;

  (vi) the Fundamental Change Repurchase Date is Dec. 19, 2007,
       and holders of the Debentures must exercise their right to
       elect conversion prior to 5:00 p.m., New York City time, at
       least one Business Day prior to the Fundamental Change
       Repurchase Date in accordance with the terms of the
       Indenture, including, without limitation, delivering to the
       Trustee a Conversion Notice, in the form attached, prior to
       such time;

(vii) the company is offering to repurchase Debentures in
       accordance with Section 3.04 of the Indenture at a cash
       repurchase price equal to 100% of the principal amount of
       the Debentures being repurchased, plus accrued and unpaid
       interest to, but excluding, the Fundamental Change
       Repurchase Date, subject to the satisfaction by the
       repurchasing holder of the conditions set forth in the
       Indenture;

(viii) the accrued and unpaid interest on the Debentures to, but
       excluding, the Fundamental Change Repurchase Date, will be
       equal to $3.25 per $1,000 principal amount;

  (ix) holders of the Debentures must exercise their right to
       elect to have the company repurchase their Debentures
       pursuant to Section 3.04 of the Indenture prior to 5:00
       p.m., New York City time, on the Fundamental Change
       Repurchase Date in accordance with the terms of the
       Indenture, including, without limitation, delivering to the
       Trustee a Repurchase Notice;

   (x) the Trustee will act as the Conversion Agent and Paying
       Agent (in addition to its capacity as the Trustee) from
       Nov. 15, 2007;

  (xi) the Debentures must be surrendered to the Trustee in order
       to receive:
    
       (a) the Conversion Consideration in cash upon conversion of
           the Debentures or

       (b) the Repurchase Price upon repurchase of the Debentures,
           as applicable, in each case in accordance with the
           terms of the Indenture; and

(xii) the Debentures as to which a Repurchase Notice has been
       given may be converted only if the Repurchase Notice is
       withdrawn in accordance with the terms of the Indenture.  A
       holder may withdraw its Repurchase Notice at any time prior
       to 5:00 p.m., New York City time, on the Fundamental Change
       Repurchase Date by delivering a valid written notice of
       withdrawal in accordance with Section 3.07. will preserve,
       maintain, and continue to support the Divestiture Assets
       and will take all steps to manage them in a way as to
       permit prompt divestiture.  AT&T, Dobson, and the
       Management Trustee must abide by the same provisions
       relating to the duties of the Management Trustee and the
       preservation of the Divestiture Assets as those contained
       in the DOJ settlement agreement.  

AT&T and Dobson will be allowed 120 days from the closing of their
transaction or five days after notice of entry of the Final
Judgment, whichever is later, to divest the Divestiture Assets
prior to the second stage of the divestiture procedures becoming
operative.  Upon application by the Applicants to the Wireless
Telecommunications Bureau, the Bureau may grant one or more
extensions to the Management Period not to exceed 60 days in the
aggregate to allow the Applicants further time to dispose of the
Divestiture Assets.

Upon expiration of the Management Period, any Divestiture Assets
that remain owned by the Applicants shall be irrevocably
transferred to a Divestiture Trustee, who will be solely
responsible for accomplishing disposal of the Divestiture Assets.  
The Divestiture Trustee shall use its best efforts to sell the
Divestiture Assets within six months of appointment, subject to
the FCC's regulatory powers and process with respect to license
transfers and assignments.

                          About AT&T Inc.

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

              About Dobson Communications Corporation

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

                          *     *     *

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


DPL CAPITAL: Moody's Puts Securities' Ba1 Rating Under Review
-------------------------------------------------------------
Moody's Investors Service placed the debt ratings of DPL Inc. and
The Dayton Power and Light Company under review for possible
upgrade.  Ratings placed under review include DPL's Baa3 senior
unsecured debt and DP&L's A3 senior secured debt and Baa1 Issuer
Rating.

The review is prompted by:

   1) The company's strong financial performance, with cash flow
      coverage measures that compare favorably with other
      similarly rated utilities;

   2) The continued deleveraging of the parent company following
      the redemption of $225 million of senior notes earlier this
      year;

   3) A reduction in business risk resulting from the completed
      sale of two generating units for $151 million;

   4) The expected completion of the bulk of its environmental
      capital expenditure program by the end of 2007, well ahead
      of many other utilities, and the anticipated strong free
      cash flow generation over the next several years;

   5) The resolution and settlement of litigation with the
      company's former management team.

The review of DPL and DP&L's ratings will focus on the company's
business plan and management strategy going forward; plans for
further debt reduction at the parent company; the effect that a
potential carbon tax or new environmental requirements will have
on the predominantly coal fired utility; and the prospects for
reregulation or other changes to the regulatory framework for
investor-owned utilities in Ohio, particularly as it would affect
the company beyond the expiration of its rate stabilization plan
in 2010.

Ratings on review for possible upgrade include:

* DPL's Baa3 senior unsecured debt;

* DP&L's A3 senior secured debt; Baa1 Issuer Rating; and Baa3
   preferred stock;

* DPL Capital Trust II's Ba1 trust preferred securities.

DPL Inc., headquartered in Dayton, Ohio, is a diversified regional
energy company operating in Ohio through its subsidiaries The
Dayton Power and Light Company and DPL Energy, LLC.


DUKE FUNDING: Fitch Junks Ratings on Two Note Classes
-----------------------------------------------------
Fitch has downgraded five classes of notes from Duke Funding High
Grade II-S / EGAM I, LTD.

These rating actions are effective immediately:

  -- $120,000,000 class A2 notes to 'BBB-' from 'AAA' and are
     placed on Rating Watch Negative;

  -- $50,000,000 series 2 class A2 notes to 'BBB-' from 'AAA'
     and are placed on Rating Watch Negative;

  -- $60,000,000 class B1 notes to 'BB' from 'AA+' and remain
     on Rating Watch Negative;

  -- $25,000,000 series 2 class B1 notes to 'BB' from 'AA+' and
     remain on Rating Watch Negative;

  -- $78,000,000 class B2 notes to 'BB-' from 'AA-' and remain
     on Rating Watch Negative;

  -- $32,500,000 series 2 class B2 notes to 'BB-' from 'AA-'
     and remain on Rating Watch Negative;

  -- $48,000,000 class C notes to 'B' from 'BB' and remain on
     Rating Watch Negative;

  -- $20,000,000 series 2 class C notes to 'B' from 'BB' and
     remain on Rating Watch Negative;

  -- $21,000,000 class D notes to 'CCC' from 'B' and remain on
     Rating Watch Negative;

  -- $8,750,000 series 2 class D notes to 'CCC' from 'B' and
     remain on Rating Watch Negative.

The ratings of the class A2, B-1, and B-2 notes reflect the
likelihood that investors will receive periodic interest payments
through the redemption date as well as their respective stated
principal balances.  The ratings of class C and D notes only
reflect the likelihood that investors will ultimately receive
their interest and principal balances upon the legal final
maturity date.

Duke Funding is a collateralized debt obligation that closed March
15, 2006 and is managed by Ellington Global Asset Management, LLC,
a majority owned subsidiary of Ellington Management Group, LLC.  
The proceeds of the notes are used to acquire a diversified
portfolio of 'AAA' rated, primarily floating-rate private-label
prime, mid-prime, and sub-prime residential mortgage-backed
securities.  The portfolio is levered using reverse repurchase
agreements.  The notes have been downgraded due to declining
portfolio value along with continued concerns about the
availability of repo funding with terms similar to those that are
currently in place with respect to haircuts and funding rates.  
The reinvestment period of the transaction has been suspended due
to reduction in long-term repo capacity and breach of committed
excess liquidity test.  The credit quality of the underlying
assets has remained stable but the manager has deleveraged the
structure and realized some losses.


DUNLINE RUBBER: Surging Canadian Dollar Cues Closure and Lay Offs
-----------------------------------------------------------------
Dunline Rubber Products Co. is set to close in a quarter's time
and lay off about 30 employees, Hank Daniszewski writes for Sun
Media.

The company is among those who are adversely affected by the rise
in the Canadian dollar since it is largely dependent on export
sales, Sun Media reports, citing Dunline president Carl Hannigan.

The Canadian Auto Workers union representing the company's
employees has consented to the bankruptcy, Sun Media relates,
citing CAW president Tim Carrie.

Huron Park, Ontario-based Dunline Rubber Products Co. --
http://www.dunline.com/-- manufactures and exports rubber and  
plastic hose and belting.  It exports products to Algeria,
Argentina, Austria, Brazil, Colombia, Ecuador, France, Germany,
Hong Kong, Italy, Japan, South Korea, Spain, Taiwan, United
Kingdom, United States, and Venezuela.


DUNMORE HOMES: Wants to Hire Pachulski Stang as Counsel
-------------------------------------------------------
Dunmore Homes Inc. asks the United States Bankruptcy Court for the
Southern District of New York for permission to employ Pachulski
Stang Ziehl & Jones LLP as its counsel, nunc pro tunc Nov. 8,
2007.

As the Debtor's counsel, PSZJ will:

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

   b) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in which the
      Debtor is involved, and the preparation of objections to the
      claims filed against the Debtor's estate;

   c) assist the Debtor in obtaining approval of disclosure
      statement and confirmation of its Chapter 11 plan of
      reorganization;

   d) prepare on behalf of the Debtor necessary application,
      motions, answers, orders, reports and other legal papers;

   e) appear in Court and to protect the interest of the Debtor
      before the Court; and

   f) perform all other legal services for the Debtor that may be
      necessary and proper in this proceeding.

The firm's principal attorneys designated to represent the Debtor
and their current standard hourly rates are:

      Attorneys                     Hourly Rate
      ---------                     -----------
      Richard M. Pachulski, Esq.        $795
      Debra I. Grassgreen, Esq.         $575
      Maria A. Bove, Esq.               $395

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

Ms. Grassgreen can be reached at:

      Debra I. Grassgreen, Esq.
      Pachulski Stang Ziehl & Jones LLP
      780 Third Avenue, 36th Floor
      New York, NY 10017,2024
      Tel: (212) 561-7700
      Fax: (212) 561-7777
      http://www.pszjlaw.com/

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
The Debtor has selected Kurtzman Carson Consultants LLC as its
claims agent.  The U.S. Trustee for Region 2 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
in this case to date.

The Debtor said that the book value of the its consolidated assets
is approximately $280,592,251 and consolidated liabilities is
approximately $250,285,447, for the nine months ended Sept. 30,
2007.


DUNMORE HOMES: Taps Alvarez & Marsal North America as Consultant
----------------------------------------------------------------
Dunmore Homes Inc. seeks authority from the United States
Bankruptcy Court for the Southern District of New York to employ
Alvarez & Marsal North America LLC, as its consultant, nunc pro
tunc Nov. 8, 2007.

Under the employment agreement, A&M North America will provide
consulting services to the Debtor's chief executive officer and
boardo of directors in connection with the firm's efforts to
stabilize the Debtor's financial performance and assist the Debtor
in its reorganization effort.

Specifically, the firm will:

   a) assist in evaluation of the Debtor's current business plan
      and in preparation of a revised operating plan and cash flow
      forecast;

   b) assist in identification of cost reduction and cash
      conservation opportunities;

   c) assist in the development of a revised cash management
      process;

   d) assist in financing issues, including assistance in
      preparation of reports and liaison with creditors; and

   e) other activities as may be approved by the Debtor and agreed
      to by the firm.

The Debtor tells the Court that A&M North America will be entitled
to receive a flat monthly fee of $100,000 for the services of the
firm's managing director, Scott Brubaker.

The firm's professionals and their compensation rates are:

      Designations                Hourly Rate
      ------------                -----------
      Managing Directors          $575 - $700
      Directors                   $400 - $550
      Associates                  $300 - $400
      Analysts                    $250 - $300

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

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
The Debtor has selected Kurtzman Carson Consultants LLC as its
claims agent.  The U.S. Trustee for Region 2 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
in this case to date.

The Debtor said that the book value of the its consolidated assets
is approximately $280,592,251 and consolidated liabilities is
approximately $250,285,447, for the nine months ended Sept. 30,
2007.


DUNMORE HOMES: Taps A&M Securities as Investment Banker
-------------------------------------------------------
Dunmore Homes Inc. seeks authority from the United States
Bankruptcy Court for the Southern District of New York to employ
Alvarez & Marsal Securities LLC, as its financial advisor and
investment banker, nunc pro tunc Nov. 8, 2007.

The Debtor tells the Court that A&M Securities will provide
investment banking services with respect to any potential
restructuring transaction, financing and sale transaction.

Specifically, A&M Securities' services includes:

   a) with respect to any financial advisory services, the firm
      will:

       i) review the Debtor's business, business plan and
          strategic and financial position;

      ii) assist with the formulation, evaluation, implementation
          of various options for a restructuring, financing,
          reorganization, merger, or sale the Debtor or its assets
          or business.

   b) with respect to any restructuring transaction, the firm  
      will:
   
       i) provide financial advisory services to the Debtor in
          connection with developing, and seeking approval for any
          restructuring plan;

      ii) provide financial advisory services to the Debtor in
          connection with any structuring of new securities to be
          issued under a restructuring plan;

     iii) assist the Debtor in negotiations with creditors,
          shareholders and other appropriate parties-in-interest;  
          and

      iv) participate in hearing before the Bankruptcy Court with
          respect to matters upon which of the firm has provide
          advice;

   c) with respect to any financing transaction, the firm will:

       i) assist in preparing a private placement memorandum with
          any amendments and supplements thereto;

      ii) assist in identifying and contacting prospective
          investors as well as in soliciting indications of
          interest in a financing transaction among prospective
          investors;

     iii) assist in evaluation indications of interest received
          from prospective investors;

      iv) assist in negotiating the financial terms and structure
          of a financing transactional;

       v) provide other financial advisory services and investment
          banking services reasonably necessary to accomplish the
          foregoing and consummate a financing transaction;

   d) with respect to any sale transaction, the firm will:

       i) assist in preparing any offering memorandum for
          distribution and presentation to prospective purchasers,
          if necessary;

      ii) assist in soliciting interest in a transaction among
          prospective purchasers;

     iii) assist in evaluating proposals received from prospective
          purchasers;

      iv) advise the Debtor as to the structure of any sale
          transaction, including the valuation of any non-cash
          consideration;

       v) assist in negotiating the financial terms and structure
          of any sale transaction; and

      vi) provide other financial advisory services and investment
          banking services reasonable necessary to accomplish the
          foregoing and consummate a sale transaction.

                            Compensation

The Debtor agreed to pay the firm a non-refundable cash fee of
$50,000 per month.

In addition, the firm will be entitled to receive:

   a) restructuring transaction fee in the amount of 1% of any
      indebtness;

   b) financing transaction fee equal to the sum of:
     
       i) 2.5% of the aggregate first-lien secured, bank debt,
          second-lien, unsecured, senior and nonsenior notes and
          subordinated debt raised; and

      ii) 4.5% of the aggregate amount of equity and equity-
          linked securities place.

   c) sale transaction fee in the amount of $1.75% of the
      cumulative aggregate gross consideration from the first and
      all subsequent sale transactions.

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

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
The Debtor has selected Kurtzman Carson Consultants LLC as its
claims agent.  The U.S. Trustee for Region 2 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
in this case to date.

The Debtor said that the book value of the its consolidated assets
is approximately $280,592,251 and consolidated liabilities is
approximately $250,285,447, for the nine months ended Sept. 30,
2007.


DWIGHT AVIS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dwight Eugene Avis, Jr.
        P.O. Box 1416
        Vienna, VA 22183-1416

Bankruptcy Case No.: 07-13483

Chapter 11 Petition Date: November 14, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Steven B. Ramsdell, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, P.L.C.
                  700 South Washington Street, Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Charles R. Hermanek                                    $100,000
7630 Provincial Drive, Suite 211
McLean, VA 22102

Elise Rosenthal/Bill Thompson    Deficiency claim       $59,000
1100 Swan Point Road             on foreclosed
Woodbridge, VA 22192             real estate

Carolyn and Paul Bennett                                $25,000
8211 Greentree Manor Lane
Fairfax Station, VA 22039

Charles Wilbur                                          $23,500

Debra Rottler                                           $19,400

Willa Jane Brown                                        $16,125

The Carpet Company, Inc.                                $15,000

Dick Betts                       Medical Services        $8,000

Aranzo Milborne                                          $5,000

Climate Heating and Cooling                              $3,500

Gary G. Patterson, Esq.          Legal Fees              $3,100

Lynn Dworsky, MD                 Medical Services        $3,000

William Brown                                            $3,000

Amen Clinic                      Medical Services        $2,200

Applied Card Bank                Credit Cards            $1,585

Turners Service Company Inc.                             $1,550

William K. Romoser                                       $1,500

Chris O'Dell                     Lawn Service            $1,200

Heritage Harbor Community        Homeowners' assessment  $1,100
Association

Atlantic Coast Home Inspection                             $850


EDS CORP: Buying Saber Holdings 93% Stake for $420 Million
----------------------------------------------------------
EDS Corp. has agreed to purchase an approximate 93% equity
interest in Saber Holdings Inc., including majority shareholder
Accel-KKR, for approximately $420 million in cash.  

Saber's chief executive officer Nitin Khanna and president and
chief operating officer Karan Khanna will retain an approximate 7%
interest in Saber and continue to lead the company after the
closing.
    
"This transaction creates a growth opportunity for EDS as Saber
brings complementary capabilities to EDS' already strong presence
in the U.S. state and local government market, and is consistent
with our strategy to move aggressively into higher-value
application services," Joe Eazor, EDS executive vice president,
corporate strategy and business development, said.
    
"The combination of Saber's industry-leading applications
portfolio, geographic breadth and deep understanding of government
technology needs, together with EDS' global resources and
demonstrated strengths in systems integration, will provide
unmatched, end-to-end solutions for clients," Mr. Eazor continued.
    
"The transaction with Saber demonstrates EDS' commitment to the
U.S. government sector and our strategy to provide mission-
critical applications to the state and local government market,"
Dennis Stolkey, EDS vice president and general manager, U.S.
Government, commented.  "Saber has an impressive track record of
success in serving rapidly growing segments of the government
market.  They have a strong, dynamic management team along with a
leverageable delivery model that fits well with EDS' strategic
approach to serve the needs of state and local governments.
    
"EDS has collaborated with Saber on projects in the past, and we
are well aware of the capabilities they bring to our partnership,"
Mr. Stolkey said.  "We look forward to building on our already
close relationship and the opportunity to help our government
clients improve service to citizens, gain efficiencies in their
work processes and reduce costs."
    
"At Saber, we cannot imagine having better clients than government
organizations who themselves are committed to their citizens,"
Nitin Khanna, chief executive officer of Saber, said.  "As such,
Saber has always been dedicated to providing government clients
with customized software that enables them to serve their citizens
quickly and efficiently."

"Augmenting this capability with products, services, assets and
talent from EDS will allow Saber to provide clients with the
comprehensive solutions that today's sophisticated citizen
demands," Mr. Khanna added.
    
"We are delighted with our new relationship with EDS as we believe
it will enable us to take our already successful business to the
next level while continuing to provide 'white glove' service to
our clients," Karan Khanna, president and chief operating officer
of Saber, said.
   
The state and local government market for IT services is an
attractive growth segment valued at approximately $50 billion by
research firm INPUT and is estimated to have a compound annual
growth rate of nearly 8%, driven by modernization of legacy
systems and strong demand in new market segments for software and
service solutions.

Last year, approximately $3.3 billion, or 16%, of EDS' revenue
came from U.S. Government clients.
    
The transaction, which is subject to termination of the
Hart-Scott-Rodino antitrust waiting period, is expected to close
before year-end.  The acquisition is not expected to have a
material impact on EDS' 2008 earnings, but is expected to be
accretive to free cash flow in 2008.
    
                   About Saber Holdings Inc.

Headquartered in Portland, Oregon, Saber Holdings Inc. --
http://www.sabercorp.com/-- is a privately held company that has  
customer relationships with state and local government entities
across the country.  Founded in 1997, the company provides
software and services that underpin essential functions such as
voter registration, election management, public retirement
programs, human services, public health services, motor vehicles,
unemployment insurance, and forms and document processing.

                        About Accel-KKR
    
Accel-KKR - http://www.accel-kkr.com/-- is a technology-focused  
private equity firm that invests in technology businesses.  Accel-
KKR has a particular focus on the following transactions:
Recapitalizations of family-owned or closely-held private
companies, divisional buyouts of larger companies, and going-
private transactions.
    
                        About EDS Corp.
    
Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company  
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *

Moody's placed EDS Corp.'s senior unsecured debt rating at 'Ba1'
in July 2004, and its probability of default rating at 'Ba1' in
September 2006.  The outlook is positive.  The ratings still hold
to date.


EJD CORP: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------
Debtor: E.J.D. Corporation
        dba Greenway Propane
        15351 Northeast Highway 27A
        Williston, FL 32696

Bankruptcy Case No.: 07-10286

Type of Business: The Debtor provides propane gas.

Chapter 11 Petition Date: November 15, 2007

Court: Northern District of Florida (Gainesville)

Debtor's Counsel: Richard A. Perry, Esq.
                  Trow, Appleget & Perry
                  1 Northeast 1st Avenue, Suite 303
                  Ocala, FL 34470
                  Tel: (352) 732-2299
                  Fax: (352) 732-4184

Total Assets: $1,865,010

Total Debts:  $1,355,074

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Perkins State Bank             Loan                  $370,789
P.O. Box 788
Williston, FL 32696

B.P.C. Leasing, L.L.C.         5 year lease for a    $40,000
P.O. Box 30545                 2001 Chevrolet
Memphis, TN 38130              Bobtail truck

Quality Steel                  Open account for      $16,000
P.O. Box 249                   tanks
Cleveland, MS 38732-0249

P.S.I.                         Supplies              $5,600


ENRON CORP: Government Gets Go Ahead to Seek Lay's Assets
---------------------------------------------------------
U.S. District Judge Ewing Werlein, on Nov. 14, 2007, ruled that
the government can proceed in its effort to seize around
$13 million in assets from the estate of former Enron Corp. CEO
and founder Kenneth Lay, Kristen Hays of the Houston Chronicle
reports.

According to the Houston Chronicle, the amount includes:

    * $2.5 million that Mr. Lay used to pay off a condominium's
      mortgage days after Enron filed for bankruptcy;

    * $10 million that was controlled by a partnership named after
      Mr. Lay and his wife Linda; and

    * $22,000 in a bank account.

Judge Werlein said that the prosecutors had given enough
allegations of criminal activity connected to the cash and
property in question in order to pursue its case, the report adds.

As previously reported in the Troubled Company Reporter, on
May 25, 2006, the jury found Mr. Lay and his co-accused, former
Enron CEO Jeffrey Skilling guilty of conspiracy and securities and
wire fraud in the Enron fraud case.  Mr. Lay died of a heart
attack on July 5, 2006, while vacationing in Aspen, Colorado.

As reported in the Troubled Company Reporter on Nov. 20, 2006, the
Honorable Sim Lake of the U.S. District Court for the Southern
District of Texas vacated the conviction Mr. Lay, ruling that his
death before he could file an appeal practically voided his
conviction.  Judge Lake said that under existing federal laws that
were used as precedent ruling by the Fifth Judicial District, a
defendant's conviction could be dismissed if the defendant dies
before he or she could appeal the conviction.  The 5th U.S.
Circuit Court of Appeals affirmed the ruling of Judge Lake.

According to the Houston Chronicle, the government had originally
planned to pursue the seizure of the assets based on the
convictions.  However, with the conviction vacated, the government
will once again have to prove his guilt at a civil forfeiture
trial.

The report adds that Samuel Buffone, Esq., counsel for Mrs. Lay,
said that they will continue to fight and are confident that the
court will determine that the government has no valid claims on
the assets.

With the ruling, the case can now proceed although no trial or
hearings have been set, the Houston Chronicle discloses.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


ER BANG: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Dr. E.R. Bang & Associates, P.A.
        3319 North Main Street
        Anderson, SC 29621

Bankruptcy Case No.: 07-06338

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                              Case No.
      ------                              --------
      Eric Riley and Amie Sue Bang        07-06342

Chapter 11 Petition Date: November 15, 2007

Court: District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtors' Counsel: Robert H. Cooper, Esq.
                  The Cooper Law Firm
                  3523 Pelham Road
                  Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

A. Dr. E.R. Bang & Associates, P.A.'s list of its Largest
   Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ford Motor Credit                  2008 Ford F450         $54,000
c/o National Bankruptcy                                  Secured:
Service Center                                            $50,000
P.O. Box 55000
Detroit, MI 48255

B. Eric Riley and Amie Sue Bang's list of their 12 Largest
   Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bank of America                                          $161,000
P.O. Box 100290                                          Secured:
Columbia, SC 29202-3290                                  $200,000

Peoples Bank of IVA                                       $87,596
605 North Main Street                                    Secured:
Anderson, SC 29621                                       $200,000

Dell                               Revolving Credit        $3,957
3500A Wadley Place
Austin, TX 78728

Citi Financial                     Credit Card             $3,359

Bank of America                    Revolving Credit        $1,699

ANMED Health                       Medicals                $1,330

GEMB/Whitehall                     Line of Credit            $390

Sheffield Financial LLC                                      $263

Piedmont Pathology Associates      Medical Bill              $238

Anderson Dermatology & Skin        Medical Bill              $166

Diagnostic Radiology               Medical Bill               $95

Bank of America                                           Unknown


FARM AND GARDEN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor:  Farm and Garden Depot, Inc.
         14147 Highway 278 East
         Covington, GA 30014-1701

Bankruptcy Case No.: 07-79224

Chapter 11 Petition Date: November 15, 2007

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: David R. Trippe, Esq.
                  P.O. Box 193
                  Sautee Nacoochee, GA 30571
                  Tel: (706) 878-7030

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
IRS                                                     $90,000
P.O. Box 2112
Philadelphia, PA 19114-0326

Southern States                                         $38,272
P.O. Box 932457
Atlanta, GA 31193

Georgia Department of Revenue                           $32,421
P.O. Box 105499
Atlanta, GA 30348-5499

House Hasson Hardware Company                           $28,005

IKEX                                                    $19,752

Advanta Credit Card                                     $11,540

Tri-Check                                               $10,901

Pennington Seed                                          $9,768

Cowart Mulch Products                                    $7,745

Wood-Tech                                                $7,570

Harlan Fegler Farms                                      $6,662

Newton County Tax                                        $6,200

Chase Credit Card                                        $4,839

Creative Mulch                                           $3,780

Woco Pep Oil                                             $3,747

Little-Woodall                                           $3,447

Cherokee                                                 $3,398

Buckeye Feed                                             $2,634

Bosse Concrete                                           $2,379

Custom Stone Handlers, CSH                               $2,379


FIRST MAGNUS: Gets Court OK to Retain Ludwig Schacht as Auditor
---------------------------------------------------------------
First Magnus Financial Corporation obtained permission from the
U.S. Bankruptcy Court for the District of Arizona to continue
employing Ludwig, Schacht & Klewer PLLC, as auditor, under Section
327(a) of the Bankruptcy Code.

Ludwig has agreed with a fee arrangement of $7,000 to $8,500 for
the 2006 audit and another $7,000 to $8,500 for the 2007 audit.

Chris Ludwig, a Certified Public Accountant and employee at
Ludwig, in Tucson, Arizona, tells the Court that the firm does
not hold any interest adverse to the Debtor, its creditors, and
other parties-in-interest.  He assures the Court that the firm is
a "disinterested person" as required by Section 327(a) and within
the meaning of Section 101(14) of the Bankruptcy Code.

The Debtor previously hired Chris Ludwig and his firm for
"matters unrelated to the bankruptcy case," in accordance with
the Court's order approving the retention of ordinary course
professionals.  Payments to each OCPs, however, are capped at
$25,000 per month.

The firm can be reached at:

             Ludwig, Schacht & Klewer PLLC
             4783 E. Camp Lowell Drive
             Tucson, AZ 85712
             Tel: (520) 545-0500
             Fax: (520) 545-0555
             http://www.ludwigklewer.com/

                       About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.  

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The  
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or            
215/945-7000).


FIRST MAGNUS: Selects Fennemore Craig as Special Counsel
--------------------------------------------------------
First Magnus Financial Corporation asks the Court's authority to
employ Fennemore Craig PC, as special litigation counsel, nunc
pro tunc to Aug. 21, 2007.

As litigation counsel, Fennemore will represent the Debtor's
interest in pursuing three litigation cases it filed against 75
defendants, in which the Debtors asserted claims to recover its
financial losses arising from the defendants alleged negligence,  
breach of contract, involvement in fraudulent acts, among others.  
In one litigation case lodged in the United States District
Court, District of Nevada, the Debtor hopes for significant
recovery of the more than $1,500,000 in losses it incurred.

Fennemore will also handle three pre-litigation cases, in which
the Debtor also suffered millions of dollars in losses, and
anticipates for partial recovery of its losses in each case.

Ali J. Farhang, director and shareholder of Fennemore, will serve
as the lead counsel on these cases.  Mr. Farhang has expertise in
mortgage fraud recover cases, according to the Debtor.

The Debtor will pay Mr. Farhang at an hourly rate of $275.  Other
attorneys and paralegals of Fennemore who may render services
will be paid based on the firm's applicable hourly rates:

             Designation             Hourly Rate
             -----------             -----------
             Shareholders            $275 - $500     
             Associates              $190 - $290
             Legal Assistants/       $125 - $170
               Paralegals

Mr. Farhang assures the Court that Fennemore does not hold or
represent any interest adverse to the Debtor and its estate.  He
adds that the firm has represented, presently represents or has
connections with certain persons and entities but only in matters
unrelated to the Debtor's bankruptcy case.

The firm can be reached at:

             Fennemore Craig PC
             One South Church Avenue, Suite 1000
             Tucson, AZ 85701-1627
             Tel: (520) 879-6800
             Fax: (520) 879-6899
             Voice Mail: (520) 879-6897
             http://www.fclaw.com/

                       About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.  

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The  
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or            
215/945-7000).


FIRST MAGNUS: Wants to Sell Pima County Property for $1.6 Million
-----------------------------------------------------------------
First Magnus Financial Corporation asks the U.S. Bankruptcy Court
for the District of Arizona for authority to sell its Pima County
real property for $1,600,000 to Rynoke, LLC, or to a party
providing the highest bid for the property at an auction.  The
property is about 105,979 square feet located in Tucson City, Pima
County.

Pursuant to a Commercial and Industrial Real Estate Sale
Contract, entered into on Oct. 26, 2007, the Rynoke has offered to
purchase the Property for $1,600,000, on these terms:

     * Rynoke would pay $50,000 as earnest money within 10 days
       after the execution of the contract, which is to be
       deposited in the insured trust or escrow account at
       lawyers Title Agency of Arizona, LLC;  

     * Upon expiration of a 60-day inspection period, the earnest
       money should become nonrefundable to Rynoke, except in the
       event of the Debtor's default, a condition to purchase
       obligation to close is not satisfied or waived by Rynoke
       or if the Court accepts another higher offer on the
       property before the closing;

     * Unless otherwise provided in the Contract, the Debtor
       should make any payments required on existing mortgages or
       deeds of trust until closing, and upon closing, all debts
       with respect to the property should be discharged from the
       Debtor's proceeds;

     * The rents, income and expenses from the Property should be
       prorated between the Debtor and Rynoke, and that the
       Debtor should pay in full from its closing funds, all tax
       liens, special assessments, and material or workman's
       liens against the property upon the closing of the sale,
       whether or not these are payable in installments; and

     * The Debtor would maintain its current fire and extended
       coverage insurance, if any, on the property until closing
       and do necessary maintenance, upkeep and repair to the
       property until closing.  
  
Todd A. Burgess, Esq., at Greenberg Traurig, P.A. in Miami,
Florida, says that the sale of property to Rynoke will be subject
to competitive bidding to maximize its realizable value.  The
Debtor propose these procedures:

   (1) At the date and time set by the Court to consider approval
       of the sale, the Court will conduct an auction sale of the
       Property;

   (2) The Debtor will send notices of the proposed sale and
       copies of the Sale Contract to prospective bidders for
       the property identified by the Debtor and other key
       constituents in the Chapter 11 case;

   (3) Parties interested in bidding for the Property must submit
       a refundable fund deposit for $50,000 to MCA Financial
       Group, Ltd., before the sale hearing;

   (4) At the sale hearing, the Court will begin the auction
       with Rynoke's offer of $1,600,000 on the terms stated in
       the Sale Contract; and

   (5) At the conclusion of the auction, the Debtor will ask the
       Court to approve the sale of the Property to the highest
       bidder.  If the bidder fails to close the sale in
       accordance with the terms of the sale contract, the Debtor
       will ask the Court to certify the next highest bid as a
       back-up bid, in which it will be authorized to sell the
       property to the bidder who has offered the next highest
       bid.

The Debtor will return all bid deposits to qualified bidders,
excluding the bid deposit submitted by the bidder who has made
the highest offer, within a day after the conclusion of the
hearing.  If the highest bidder fails to close the sale in
accordance with the terms of the sale contract, the bidder who
has made the next highest offer must deliver again the bid
deposit to the Debtor within three days after receiving notice
from the Debtor, otherwise its back-up bid will be deemed
revoked.

The Debtor also seeks the Court's permission to employ, under
Section 327(a) of the Bankruptcy Code, Larry Lewi of Town West
Realty, as real estate broker in connection with the sale.  Larry
Lewi, who procured and negotiated the offer to Rynoke, will be
paid a 6% sales commission at the closing of the sale.  Mr. Lewis
informed the Court that he does not hold any interest adverse to
the Debtor, its estate and any parties-in-interest with a
potential conflict in the bankruptcy case.  He said he is a
disinterested person as required by Section 327(a) and within the
meaning of Section 101(14) of the Bankruptcy Code.

                       About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.  

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The  
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or            
215/945-7000).


FLEET TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fleet Trucking Inc.
        c/o Forchelli, Curto, Schwartz
        330 Old Country Road
        P.O. Box 31
        Mineola, NY 11501
        Tel: (516) 248-1700

Bankruptcy Case No.: 07-13614

Chapter 11 Petition Date: November 15, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Gary M. Kushner, Esq.
                  Forchelli, Curto, Schwartz, Mineo, et al
                  330 Old Country Road
                  P.O. Box 31
                  Mineola, NY 11501
                  Tel: (516) 248-1700 Ext. 287
                  Fax: (516) 248-1729

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Internal Revenue Service                             $2,322,333
10 Metro Tech Center
625 Fulton Street
Brooklyn, NY 11201

Local 282 Funds                                      $1,075,070
2500 Marcus Avenue
Lake Success, NY 11042

Brer Four Transportation Corp.                         $372,681
Hewitt Street
Hicksville, NY 11801

D.M. Equipment                                         $339,203
c/o 1 Prestwould Court
Marlton, NJ 08053

Tully Construction Vendor                              $333,331
127-50 Northern Boulevard
Flushing, NY 11368

Collection Corp.                                       $222,355

NYS Department of tax and Finance                      $158,984
Queens District Office

TNP Vendor                                             $158,794

TVB Plea Unit                                          $132,510

Evergreen Recycling of Corona                          $128,711

NY Dirt                                                $121,294

Century Petroleum Ltd.                                 $103,672

New York Metro Peterbilt                               $100,706

RoadTec                                                 $96,673

K.C. Trucking Inc.                                      $94,829

Chief Energy Corp.                                      $87,414

Stuyvesant Fuel Service Corp                            $80,368

CAP Rents                                               $80,048

First Cardinal                                          $77,886

Broadway Premium Funding Corp.                          $49,214


FORD MOTOR: Ratified UAW Pact Prompts Moody's to Hold Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.  
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.  
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.

Bruce Clark, senior vice president with Moody's said, "The key
elements of the Ford labor agreement are similar to those
contained in the contracts recently reached by the UAW with
General Motors and Chrysler.  Over the long term the new contract
will help to significantly reduce Ford's wage and health care
costs." Clark cautioned, however, that "Despite the very
constructive elements of the agreement, the cash flow benefits of
the new contract will not really take hold until 2010.  As a
result we still expect that through 2008, Ford's operating cash
flow will be significantly negative and its credit metrics will
remain weak."

The essential features of the contract include: the establishment
of a UAW-managed VEBA that will be responsible for retiree health
care costs; the establishment of a two-tiered wage structure; and
tighter restrictions on eligibility for JOBs bank benefits

The improvement in Ford's outlook to stable reflects the longer-
term benefits of the UAW agreements and the company's significant
liquidity position, balanced against a very challenging operating
environment and the sizable negative cash flow the company will
generate through 2009.

Moody's revision of Ford Credit's outlook to stable considers the
ownership and business connections between Ford and Ford Credit
that link the ratings of the two firms.  Ford's improved outlook
suggests that it may be less likely to pursue actions and
strategies that would have adverse consequences for Ford Credit's
credit profile.  Pressures on Ford Credit's stand-alone
characteristics, such as its liquidity, asset quality and
profitability, may also be eventually eased by Ford's improved
operating prospects.  However, Ford Credit is likely to continue
to face near-term challenges to its profitability resulting from
higher trending borrowing, credit, and depreciation costs.  Ford
Credit's rating is positioned two-notches higher than Ford's,
reflecting Moody's view that holders of Ford Credit's debt would
experience lower loss severity in default than would the creditors
of Ford.

Until 2010, when Ford can begin to harvest some of the new
contract's cost savings, the company will have to contend with a
number of significant challenges that will result in considerable
negative cash flow from operations.  The rate of operating cash
consumption will be considerable during 2008 but will likely
narrow during 2009.  The near term challenges confronting Ford
include: a cost structure that, although improving, is still
uncompetitive with that of Asian rivals, the need to fund employee
buy-outs associated with the new UAW contract, and the reluctance
on the part of consumers to pay as much for certain Ford vehicles
as for vehicles produced by competitors - despite Ford's steadily
improving quality measures.  Ford will also have to contend with
the possibility that broader economic and market conditions could
become more difficult in the US.  There is an increasing risk that
US automotive shipments fall below 16 million units during 2008;
this compares with shipments of about 16.5 million in 2007, and 17
million in 2006.  In addition, high oil prices could accelerate
the shift in consumer preference away from trucks and SUVs toward
cars and more fuel efficient vehicles.  These trends could have a
negative impact on the late-2008 introduction of Ford's most
profitable and most strategically important vehicle -- the F-150
light truck.

An important mitigant to these near-term challenges is Ford's
strong liquidity position that will include approximately $30
billion in cash and securities following the funding of the UAW-
managed VEBA, and $11 billion in available credit facilities that
are committed through 2011.  Moody's notes that the degree of
benefit provided by this credit facility to Ford's overall
liquidity position may be moderated by the company's ability to
designate Ford Credit as a borrower.  Nevertheless, Ford has
considerable capacity to cover all expected cash requirements
during the next 12 to 24 months.  This very ample liquidity
profile supports the company's SGL-1 Speculative Grade Liquidity
rating.

During 2008, Ford will continue to focus on reducing material
costs, gaining market acceptance for new vehicles, stabilizing its
retail share position, and improving the pricing power and
profitability of it car and cross over vehicle portfolio.  The
company will also look to take full advantage of the cost
reduction opportunities within the UAW agreement.  Ford's rating
outlook could improve if progress in these areas indicates that
the company is on track to generate positive free cash flow,
sustain interest coverage exceeding 1x, and achieve EBITA margins
approximating 2.5% during the 2009 time frame.

Ford Motor Company, a leading global automotive manufacturer, is
headquartered in Dearborn, Michigan.


GASTAR EXPLORATION: Moody's Puts Corporate Family Rating at Caa2
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Gastar
Exploration USA, Inc., a wholly owned subsidiary of Gastar
Exploration Ltd.

Moody's assigned a Caa2 Corporate Family Rating and a Caa2 rating
(LGD 3, 47%) to its proposed $100 million senior secured notes due
2012. Proceeds from the offering will be used primarily to repay
existing indebtedness.  The rating outlook is stable.

Gastar is an independent E&P company with properties located in
East Texas, Wyoming, and Australia.  Its domestic drilling
activities are focused on exploiting drilling locations in the
deep Bossier sands and Knowles Limestone formations of East Texas
and in the Powder River Basin of Wyoming.  Gastar's activities in
Australia are focused on the development of over 7.0 million gross
(2.9 million net acres) of coal bed methane rights in New South
Wales and Victoria, Australia.

The rating reflects Gastar's very small size and scale relative to
its rated E&P peers; a high concentration of risks in that its
natural gas wells in the Hilltop area of East Texas are
individually significant in terms of costs, reserves, and
production; its still developing track record of drilling results;
and its very high leverage relative to proved reserves.

Litigation risks also were considered in the rating. There are a
number of claims presented by GeoStar, of which the most
significant matter involves a "Look Back" provision included in
the purchase and sale agreements relating to Gastar's acquisition
of most of its East Texas properties in 2005.  Gastar believes
that GeoStar's assertions are without merit and that an
independent reserve report submitted by GeoStar does not meet the
requirements of the PSAs. GeoStar asserts that it is entitled to a
Look Back payment of approximately 1.69 billion shares of Gastar
stock, which if issued would constitute approximately 89% of
Gastar's common equity.  Until these issues are resolved, it may
be difficult for Gastar to raise capital through the sale of
equity. Other claims made by GeoStar could result in cash payments
of $5-$10 million.

Supporting the rating is the high potential associated with
Gastar's acreage in the Hilltop area as demonstrated by the
performance of recent wells and the activities of other players in
the area; its experienced management team; and the observation
that this offering is not being undertaken to fund its drilling
program.  Gastar had cash on the balance sheet of $82 million as
of September 30, 2007, most which came from the sale of
undeveloped acreage in May 2007 for $66.8 million.  Gastar's
Australian assets are more prospective in nature and currently do
not provide much support for the ratings, although production is
planned on PEL 238 next year and its partner, Eastern Star Gas
Limited which operates and has a 65% interest, has an equity
market capitalization of approximately $286 million (as of
November 5, 2007).

In terms of proved reserves and production, Gastar is the smallest
E&P company that Moody's rates.  As of June 30, 2007, Gastar has
total proved reserves of 36.4 Bcfe (6.1 MMBoe), of which 67.6% are
proved developed (PD).  In contrast, Caa2-rated Dune Energy and
Baseline Oil & Gas have pro forma total proved reserves of 141.1
Bcfe (23.6 MMBoe) as of December 31, 2006 and 67.7 Bcfe (11.2
MMBoe) as of May 31, 2007, respectively. Gastar's average daily
production is approximately 20 MMcfe/d, or roughly 7.3 Bcfe (1.2
MMBoe) on an annualized basis.

Gastar's three-year average F&D costs through the end of 2006 are
very high reflecting a learning curve associated with the drilling
of its Bossier wells.  Recent results are more encouraging with
wells such as the Donelson #3 in the deep Bossier sands with an
EUR of 10.9 gross Bcfe (5.5 net Bcfe) and a D&C cost of $12.6
million gross ($8.4 million net) and the Lone Oak Ranch (LOR) #4
in the Knowles Limestone with a pre-simulation EUR of 1.8 gross
Bcfe (0.7 net Bcfe) and a D&C cost of $6.8 million gross ($3.4
million net).  The Donelson #3 well was included in the June 30,
2007 reserve report along with four PUD locations in the Hilltop
area with estimated proved reserves of 9.2 Bcfe net.  The LOR #4
was not included in the June 30, 2007 reserve report given that it
was not completed until after that date.  Depending on results
from two wells currently drilling in the area expected to reach TD
by year-end (the Wildman #3, an offset to the Donelson #3; and the
LOR #3, an offset to the LOR #4) additional proved reserves may be
booked.

Gastar's leverage is very high with pro forma debt/PD reserves of
$32.46/Boe as of September 30, 2007 (using PD reserves as of June
30, 2007).  Debt/PDP reserves is over $53/Boe. Debt plus future
development costs/total proved reserves is approximately
$28.26/Boe as of September 30, 2007.  In contrast, looking at
eight other Caa-rated E&P companies not including Gastar, debt/PD
reserves ranges from a low of $9/Boe to a high of slightly above
$25/Boe. Gastar's cash margin after interest is low and currently
running about break-even reflecting weak price realizations
(weighed down by spot prices received on its Powder River Basin
production) and high G&A and interest burdens relative to
production.  Price realizations from Gastar's production in the
Rockies, which accounts for about 25% of its current production,
should improve next year as costless collars at favorable prices
(at CIG) have been put in place.

Moody's also assigned an SGL-3 rating to Gastar reflecting
adequate liquidity for the next 12 months.  Pro forma for the
notes offering, Gastar will have approximately $101 million in
cash which is more than adequate to fund planned capex for the
next 12 months (planned capex for 2008 is $65 million).  Moody's
expects that Gastar's cash flow from operations will be breakeven
or slightly positive or negative, depending on commodity prices
and production from planned wells.  Concurrent with the closing of
the notes offering, Gastar expects to enter into a revolving
credit facility which will have an initial borrowing base of $25
million.  Financial covenants are expected to include a minimum
current ratio of 1 to 1 and a maximum net debt to EBITDA of 5 to
1. While Gastar is not expected to draw on the revolver over the
next 12 months, it is possible that compliance with the leverage
covenant could get tight toward the end of next year.

Gastar Exploration USA, Inc. is headquartered in Houston, Texas.


GASTAR EXPLORATION: S&P Puts Corporate Credit Rating at CCC+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating and developing outlook to oil and gas exploration
and production company Gastar Exploration USA Inc.  At the same
time, S&P assigned a 'CCC' rating and '5' recovery rating to the
company's proposed $100 million senior secured notes due 2012.  
The recovery rating indicates expectation of modest (10%-30%)
recovery in the event of a payment default.
      
Gastar will use the proceeds to refinance existing senior secured
notes of approximately $73 million and for general corporate
purposes.  Pro forma for the offering, Houston, Texas-based Gastar
will have $133 million of long-term debt.
     
"The ratings on Gastar reflect its very small, geographically
concentrated reserve base, limited track record, high cost
structure, highly leveraged financial profile, refinancing risk,
and prospects for negative free cash flow," said Standard & Poor's
credit analyst Amy Eddy.  "The ratings also reflect the company's
strong near-term liquidity and internal growth prospects."


GMAC LLC: Hull Succeeds Khattri as Financial Services Unit's CFO
----------------------------------------------------------------
GMAC Financial Services, a subsidiary of GMAC LLC, disclosed
Sanjiv Khattri, chief financial officer, will be named to a new
position as executive vice president of Corporate Development and
Strategy, effective Dec. 3.  He will continue to report to GMAC
Chief Executive Officer Eric Feldstein.  In this new position, Mr.
Khattri will have responsibility for strategic planning and
business development as well as continuing as chief financial
officer of GMAC Residential Capital, LLC.  He will remain a member
of the GMAC Executive Committee and the ResCap Board of Directors.

Succeeding Mr. Khattri as GMAC chief financial officer is Robert
Hull, who joins GMAC from Bank of America.  Mr. Hull, 43, will
report to GMAC Chief Operating Officer Al de Molina.

Mr. Hull was chief financial officer of Bank of America's global
wealth and investment management and principal investing
divisions.  He joined Bank of America in 2001 as the senior vice
president for strategy and financial planning and following that
position was named chief financial officer of the card services
division.  Prior to joining Bank of America, Mr. Hull served as
chief financial officer of Investorforce Holdings, Inc., Marvel
Enterprises, Inc., and Wise Foods Holdings, Inc. Hull has a
bachelor's degree from the University of Virginia and a master's
degree in business administration from Harvard Business School.

"I am pleased to welcome to GMAC Rob Hull as our new chief
financial officer.  He has outstanding credentials and a broad
base of experience to draw upon in leading the Finance
organization," Mr. Feldstein said.  "Additionally, I am pleased to
have Sanjiv lead major GMAC strategic initiatives and business
development opportunities as well as the ResCap finance
organization."

                         About GMAC

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

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Fitch Ratings has placed GMAC LLC and its related subsidiaries
'BB+' long-term Issuer Default Ratings on Rating Watch Negative.  
This action reflects the ongoing pressures in the company's
residential mortgage subsidiary, Residential Capital LLC (ResCap,
IDR 'BB+' by Fitch with Rating Watch Negative).


GOLFGEAR INT'L: Placed Under Chapter 7 to Stave Off Lawsuits
------------------------------------------------------------
GolfGear International Company was placed under Chapter 7
bankruptcy by its president and major stakeholder, Peter
Pocklington, to stave off lawsuits, Ron Chalmers of The Edmonton
Journal reports.

The chapter 7 petition was filed with the U.S. Bankruptcy Court
for the District of Nevada.

According to Mr. Pocklington, the report states, other companies
had infringed on GolfGear's patents and that the company had
decided to shut down its operations three years ago instead of
defending the patents which would have cost the company millions
of dollars.

However, some shareholders believed that the company should have
been earning around $20 million per year and filed a lawsuit, the
report adds.  The lawsuit, pending in Orange County at the
Superior Court of the State of California, was filed by Roger V.
Branahan, et al., and alleged breach of fiduciary duty, breach of
contract, unjust enrichment, conversion, and fraudulent transfers,
the Edmonton Journal discloses.

Citing documents filed with the Court, the Edmonton Journal
further reports that the company faces claims of more than
$2 million from 300-plus creditors.

An examination for discovery is set for Thursday, November 22,
Edmonton Journal continues, citing a bankruptcy trustee
spokesperson.

GolfGear International manufactures golf clubs, including drivers,
woods, irons, and putters, for men (Tsunami line), women (Diva
line), and juniors (Players line).  GolfGear products are sold
through pro shops and specialty stores in the U.S. and through
distributors in Asia and Europe.  GolfGear International is owned
by chairman Peter Pocklington.


GRANDVILLE BUILDERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Grandville Builders Supply
        2464 Wilshere Drive
        Jenison, MI 49428

Bankruptcy Case No.: 07-08549

Type of Business: The Debtor supplies building materials, lumber,
                  tools, and other construction items sold to
                  contractors, subcontractors, and builders.

Chapter 11 Petition Date: November 15, 2007

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Michael W. Donovan, Esq.
                  Donovan Law, PLC
                  P.O. Box 2368
                  Holland, MI 49422-2369
                  Tel: (877) 810-7890

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

   Total Assets: $3,236,803

   Total Debts:  $5,144,587

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
P.A.L.                                      $202,891
P.O. Box 888875
Grand Rapids, MI 49588-8875

North Pacific                               $141,087
2419 Science Parkway
Okemos, MI 48864

West Michigan Truss                          $64,891
P.O. Box A
Cedar Springs, MI 49319

Lumberman's Inc.                             $64,189

Anderson Logistics                           $44,354

Elanbaas Hardwood                            $33,513

Milliken Millwork                            $29,052

Victor S. Barnes                             $28,333

Paul's Woods                                 $27,430

Chase                                        $26,552

Appalachian Hardwood                         $25,413

Mercantile Bank                              $24,654

Milgard Manufacturing                        $22,375

Rayner & Rinn-Scott, Inc.                    $22,368

Citi Business Card                           $22,346

Monsma Marketing                             $22,138

Mauk Midwest Forest Products                 $20,746

Installed Carpet                             $19,659

BlueLinx Corp.                               $18,674

Weeks Forest Products                        $18,579


HERBST GAMING: S&P Lowers Corporate Credit Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Las
Vegas, Nevada-based Herbst Gaming Inc.; the corporate credit
rating was lowered to 'B' from 'B+'.  The ratings were removed
from CreditWatch, where they were placed with negative
implications on Aug. 17, 2007. The rating outlook is negative.
     
The issue-level rating on Herbst's $875 million senior secured
credit facilities was lowered to 'BB-', from 'BB'. The recovery
rating remains at '1', indicating that lenders can expect very
high (90%-100%) recovery in the event of a payment default.       
Also, the rating on the company's subordinated obligations,
comprising 8.125% senior subordinated notes due in 2012 and 7%
senior subordinated notes due in 2014, was lowered to 'CCC+' from
'B-'.
      
"The ratings downgrade reflects meaningfully lower cash flow
generation by Herbst's route operations segment following the
recently imposed smoking ban and the subsequent lease
renegotiations, as well as our concerns surrounding the potential
for continued weak operating performance by the company's recently
acquired Primm, Nevada-based operations," noted Standard & Poor's
credit analyst Guido DeAscanis.
     
The 'B' corporate credit rating reflects Herbst's ongoing
challenges associated with the performance of the Primm Valley
operations, high debt levels, and its portfolio of casinos, which
are not considered to be market leading.  Given recent aggressive
acquisition activity, management also faces challenges with the
integration and operation of a much larger business.  The stable
cash flow from the company's route business somewhat offsets the
previously mentioned negative factors.


HOMELAND SECURITY: Sept. 30 Balance Sheet Upside-Down by $5.7 Mil.
------------------------------------------------------------------
Homeland Security Capital Corp. disclosed quarterly results for
the three and nine months ended Sept. 30, 2007.

The company's consolidated balance sheet at Sept. 30, 2007, showed
$10.2 million in total assets and $15.9 million in total
liabilities, resulting in a $5.7 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $5.1 million in total current
assets available to pay $10.1 million in total current
liabilities.

The company recorded a gain of $3.6 million from the sale of its
Security Holding Corp. subsidiary for the three months ended
Sept. 30, 2007, and a gain of $1.6 million from the sale of SHC
for the nine months ended Sept. 30, 2007.  The SHC sale closed on
Aug. 29, 2007.  Including the effect of the SHC discontinued
operations and the gain on sale of SHC, the company recorded net
income of $3.8 million for the three months, and a loss of
$723,334 for the nine months ended Sept. 30, 2007.

The company reported sales of $2.6 million for the third quarter
ended Sept. 30, 2007, compared with sales of $2.2 million in the
same period last year.  Revenues were reported as $8.9 million
from continuing operations for the nine months ended Sept. 30,
2007, as compared to revenues from continuing operations of
$4.9 million in the nine months ended Sept. 30, 2006, an increase
of 80% year over year.  The company reported net operating income
of $197,324 from continuing operations for the three months ended
Sept. 30, 2007, its first profitable quarter, and a net operating
loss of $2.4 million from continuing operations for the nine
months ended Sept. 30, 2007.

C. Thomas McMillen, Homeland Security Capital chairman and chief
executive officer, said, "We continue to be very pleased with the
progress in our Nexus subsidiary, which has posted its third
consecutively profitable quarter.  Nexus' cost cutting efforts and
focus on higher margin projects has already paid off, and we
believe will continue to yield favorable results.  Our Polimatrix
subsidiary has redefined how police, fire fighters and first
responders detect radiological threats and because of its efforts
was chosen to supply 22,000 hand-held radiation detection devices
to the State of Illinois over the next years.  We believe this is
the biggest award ever issued in the United States in the hand-
held radiation detection equipment industry.  I believe these
favorable results create value for our company and especially
our shareholders."

McMillen continued, "The sale of Security Holding Corp resulted in
a 22% return on investment for our shareholders.  Also, we
recently invested in a special purpose acquisition corporation,
which raised $80 million in an IPO in late October.  We are in
discussions with other target companies and will continue
following our business plan of acquiring companies that fit our
model.  We hope to complete one or two transactions in the first
half of 2008."

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?256a

                     About Homeland Security

Headquartered in Arlington, Virginia, Homeland Security Capital
(OTC BB: HOMS) -- http://www.hscapcorp.com/-- is a consolidator  
in the fragmented homeland security industry.  The company is
focused on creating long-term value by taking controlling interest
and developing its subsidiary companies through superior
operations and management.  The company is headed by former
Congressman C. Thomas McMillen, who served three consecutive terms
in the U.S. House of Representatives from the 4th Congressional
District of Maryland.  


ICM HOLDINGS I: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: I.C.M. Holdings I, L.L.C.
        1839 61st Street
        Sarasota, FL 34243

Bankruptcy Case No.: 07-11071

Chapter 11 Petition Date: November 15, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: David W. Steen, Esq.
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
William Nott                   $325,000
2679 Marathon Lane
Fort Lauderdale, FL 33312


ICONIX BRAND: Buying Starter(R) Brand from NIKE for $60 Million
---------------------------------------------------------------
Iconix Brand Group Inc. has entered into a definitive agreement to
purchase the Starter(R) brand from NIKE Inc.  The purchase price
will be $60 million to be paid in cash and the acquisition is
anticipated to close in December.

Iconix is forecasting 2008 royalty revenue from Starter of
approximately $18 million worldwide.
    
"Starter is an iconic brand that diversifies our portfolio of
holdings by moving us into the athletic apparel, team sports and
athletic footwear categories," Neil Cole, chairman and CEO,
Iconix, stated.  "It is a brand with a great deal of growth
potential, both in the United States and around the world, and one
to which I am confident that Iconix can quickly add a lot of
value. We are very excited by this brand's potential, especially
given Wal- Mart's unmatched reach as a retailer and our marketing
expertise."

"We believe Starter has the potential to become one of the largest
athletic apparel and footwear brands in the world," Mr. Cole
added.  "To help reach that potential, we are working on a multi-
faceted strategy, including signing some major professional sports
figures and growing our team sports business which is Starter's
heritage."
    
"Our customers have responded very positively to our athletic
apparel and footwear brands at value price points," Dottie
Mattison, SVP and GMM of apparel for Wal-Mart commented. "Starter
is one of our most powerful brands, both in terms of its heritage
and the range of different categories it covers. Iconix is an
innovator in marketing and building brands and we
are enthusiastic about their plans for Starter."
    
Iconix also owns the brands Danskin Now and OP which are both
licensed to Wal-Mart.
    
The acquisition is subject to customary closing conditions
including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

                         About NIKE Inc.
   
headquartered near Beaverton, Oregon, NIKE Inc. (NYSE:NKE) --
http://www.nikebiz.com/-- is a designer, marketer and distributor  
of authentic athletic footwear, apparel, equipment and accessories
for a wide variety of sports and fitness activities.  Wholly owned
Nike subsidiaries include Converse Inc., which designs, markets
and distributes athletic footwear, apparel and accessories; NIKE
Bauer Hockey Inc., a designer and distributor of hockey equipment;
Cole Haan, a designer and marketer of luxury shoes, handbags,
accessories and coats; Hurley International LLC, which designs,
markets and distributes action sports and youth lifestyle
footwear, apparel and accessories and Exeter Brands Group LLC,
which designs and markets athletic footwear and apparel for the
value retail channel.

Founded in 1971, Starter is a licensed apparel business selling to
Wal-Mart in the United States, Canada and Mexico.  

                      About Iconix Brand

Based in New York City, Iconix Brand Group Inc. (Nasdaq: ICON) --
http://www.iconixbrand.com/-- owns fashion brands to retail
distribution from the luxury market.  The company licenses its
brands to retailers and manufacturers worldwide.  The group has
international licensees in Mexico, Japan and the United Kingdom.

                         *     *     *

As of Nov. 8, 2007, Moody's ratings assigned to the Iconix Brand
Group Inc. on June 14, 2007 still apply.  These assigned ratings
were B1 long-term corporate family and probability-of-default
ratings, Ba2 bank loan debt rating, and B3 subordinated debt
rating.  The outlook remains stable.


INTERPUBLIC GROUP: Moody's Rates New $200 Million Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Interpublic
Group of Companies, Inc.'s new $200 million 4.75% convertible
senior notes due in 2023 (putable and callable on 3/15/2013).

The new convertible notes were issued in exchange for the same
principle amount of the company's $400 million 4.50% convertible
senior notes due in 2023 (putable on 3/15/2008).  "In exchanging
the notes, Interpublic improves its already strong liquidity
profile of $1.5 billion of cash and marketable securities on hand
plus $750 million revolver availability as of 9/30/2007, by
pushing out the put date on $200 million of convertible notes from
3/15/2008 to 3/15/2013," said Neil Begley, Moody's Senior Vice
President.

Assignments:

Issuer: Interpublic Group of Companies, Inc. (The)

    * Senior Unsecured Conv./Exch. Bond/Debenture, Assigned a
      range of 66 - LGD4 to Ba3

The Ba3 rating assignment for the new notes is based upon the
notes senior unsecured priority, which will be substantially pari
passu with the existing Ba3 rated senior unsecured obligations of
Interpublic.  The company's Ba3 Corporate Family rating and stable
outlook continues to reflect the company's position as the third
largest advertising agency group and our belief that operating
performance will continue to improve over the near-term.

The Interpublic Group of Companies, Inc. with its headquarters in
New York is among the world's largest advertising, marketing and
corporate communications holding companies in the world.  Annual
revenues are approximately $6.2 billion.


INTERPUBLIC GROUP: S&P Rates 4.75% Convertible Sr. Notes at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' rating to the
exchange offer of 144A privately placed 4.75% convertible senior
notes due 2023 of The Interpublic Group of Cos. Inc. (Interpublic;
B/Positive/--), which will refinance the same principal amount of
its 4.50% convertible senior notes due 2023.  The new notes, which
will have registration rights, differ from the existing notes
primarily in the higher interest rate; an extension of the first
date upon which they will be callable; and an extension of the
first date upon which they will be subject to repurchase at the
investor's option.  Also, if the company pays cash dividends on
its common stock, the new notes' conversion rate will change, but
there will be no contingent interest payment.
      
"The positive outlook on Interpublic's corporate credit rating
reflects the company's somewhat reduced burden as it continues to
resolve its internal control deficiencies," said Standard & Poor's
credit analyst Deborah Kinzer, "and its recent progress in
reversing its revenue and EBITDA declines."  Still, S&P expect
margins and cash flow to remain weak in the intermediate term.


INVESTMENT PROPERTIES: Case Summary & 53 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Investment Properties of America, L.L.C.
             Gerard A. McHale, Jr., PA, Trustee
             c/o Golenbock Eiseman Assor Bell Peskoe
             437 Madison Avenue, 35th Floor
             New York, NY 10013

Bankruptcy Case No.: 07-13621

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        IPofA 5201 Lender, L.L.C.                  07-13622
        IPofA Columbus Works LeaseCo, L.L.C.       07-13623
        IPofA Shreveport Industrial Park, L.L.C.   07-13624
        IPofA West 86th Street LeaseCo, L.L.C.     07-13625
        100 Corporate Drive, L.L.C.                07-13626
        Crossroads Miami Logistics Center, L.L.C.  07-13627
        C.W. Acquisition, L.L.C.                   07-13628
        Simone Condo I, L.L.C.                     07-13629
        Simone Condo II, L.L.C.                    07-13630

Type of Business: Based in Richmond, Virginia, the Debtors are
                  diversified real estate investment and
                  management companies that acquire, develop and
                  manage properties, primarily leased to major
                  national and regional retail companies under net
                  leases.

                  Edward H. Okun is the sole member and chief
                  executive officer of the Debtors.  He also owns
                  The 1031 Tax Group LLC, a privately-held
                  consolidated group of qualified intermediaries
                  created to service real property exchanges under
                  Section 1031 of the Internal Revenue Code.

                  1031 Tax Group and 15 of its affiliates filed
                  for Chapter 11 protection on May 14, 2007
                  (Bankr. S.D.N.Y. Case No. 07-11447 through
                  07-11462).  A copy of these debtors' case
                  summary was published in the Troubled Company
                  Reporter on May 15.

                  On Oct. 11, 2007, the United States Bankruptcy
                  Court for the Southern District of New York
                  approved an agreement entered into by bankrupt
                  1031 Tax Group and its debtor-affiliates, the
                  Official Committee of Unsecured Creditors, and
                  Edward Okun.  The agreement provided for the
                  transfer of all of Mr. Okun's assets to the
                  Debtors.  However, Gerard A. McHale, Jr. was
                  appointed as Chapter 11 trustee for the Debtors
                  on Oct. 25, 2007.  With his appointment, Mr.
                  Mchale became successor to the Debtors.  Mr.
                  McHale relates that included in the transfer are
                  three entities controlled by Mr. Okun, namely:

                      (1) IPofA West Oaks Mall, L.P.
                      (2) IPofA West Oaks LeaseCo; and
                      (3) IPofA W.O.M. Master LeaseCo, L.P.

                  These three entities filed voluntary chapter 11
                  petitions on Oct. 2, 2007, with the U.S.
                  Bankruptcy Court for the Eastern District of
                  Virginia.  A copy of these entities' case
                  summary was published in the Troubled Company
                  Reporter on October 4.

Chapter 11 Petition Date: November 15, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Jonathan L. Flaxer, Esq.
                  Golenbock, Eiseman, Assor & Bell
                  437 Madison Avenue
                  New York, NY 10022
                  Tel: (212) 907-7300
                  Fax: (212) 754-0330

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Investment Properties of    $1 Million to          More than
America, L.L.C.             $100 Million           $100 Million

IPofA 5201 Lender, L.L.C.   $1 Million to          More than
                            $100 Million           $100 Million

IPofA Columbus Works        $1 Million to          More than
LeaseCo, L.L.C.             $100 Million           $100 Million

IPofA Shreveport            $1 Million to          More than
Industrial Park, L.L.C.     $100 Million           $100 Million

IPofA West 86th Street      $10,000 to             More than
LeaseCo, L.L.C.             $100,000               $100 Million

100 Corporate Drive,        $100,000 to            More than
L.L.C.                      $1 Million             $100 Million

Crossroads Miami Logistics  $1 Million to          More than
Center, L.L.C.              $100 Million           $100 Million

C.W. Acquisition, L.L.C.    $1 Million to          More than
                            $100 Million           $100 Million

Simone Condo I, L.L.C.      $100,000 to            More than
                            $1 Million             $100 Million

Simone Condo II, L.L.C.     $100,000 to            More than
                            $1 Million             $100 Million

A. Investment Properties of America, LLC did not file a list of
   their largest unsecured creditors.

B. IPofA 5201 Lender, LLC did not file a list of their largest
   unsecured creditors.

C. IPofA Columbus Works LeaseCo, LLC's 20 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Franklin County Treasurer                            $218,279

   A.E.P. 107                                           $191,000

   Hartord Insurance Co. of the                         $110,846

   S.A. Comunale Co., Inc.                               $62,250

   Garratt Callahin                                      $58,731

   George Lynch Controls, Inc.                           $47,039

   Columbus Ohio City Treasurer                          $28,380

   Simon Roofing and Sheet metal                         $26,361

   Siemens                                               $22,002

   Constellation New Energy-Gas                          $19,132

   Mount Carmel Health Systems                           $14,300

   Johnson Controls, Inc.                                $12,863

   T.A.C.                                                $11,950

   The Brickman Group, L TO                              $11,615

   Mily Excavating                                       $11,400

   T.K.E. Corp                                            $4,900

   Evans, Mechwart, Hambleton &                           $2,500

   Angus Systems Group, Inc.                              $2,424

   Drummond American                                      $1,888

   C.T.L. Engineering, Inc.                               $1,797


D. IPofA Shreveport Industrial Park, LLC's 20 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Hartord Insurance Co. of Midw.                       $103,021

   Southwestern Electric Power                           $56,835

   Corporate Roofing & Ind. Cont.                        $35,714

   James San Angelo                                      $21,875

   Carrier Corporation                                   $18,172

   Electrical Reliabilty Service                         $17,271

   Berg Mechanical                                       $14,487

   La. Department of Env. Quality                        $13,240

   A.A. Safety, Inc.                                      $12,289

   Matthews Oil Co.                                        $9,684

   R.S.C. Equipment Rental                                 $9,968

   Lock Doc, Inc.                                          $7,681

   Houston Pest Control                                    $6,280

   Garratt Callahan                                        $6,264

   Nolan Battery Co.                                       $4,686

   City of Shreveport Water/Sewer                          $4,628

   Fire Sprinkler Services, L.L.C.                         $3,800

   Ikon Financial Services                                 $2,014

   Raley & Associates                                      $1,800

   Carefree Janitorial Supply, Inc.                        $1,785


E. IPofA West 86th Street LeaseCo, LLC's 20 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Marion County Treasurer                              $168,906

   Hartord Ins. of Midwest                               $38,112

   J.B.C.                                                 $7,245

   H.S.M. Electronic Protection Service                   $5,899

   H.A.S.C.O.                                             $5,640

   Koorsen Protection Services, Inc.                      $5,097

   Lawson Snow Removal                                    $4,955

   Performance Mechanical Contract                        $4,355

   B.& W. Plumbing, Heating & Air                         $2,854

   Best Equipment & Welding Co.                           $2,031

   Duke's Earth Services, Inc.                            $1,607

   Amco Elevators, Inc.                                     $427

   Ikon Financial Services                                  $340

   Garage Doors of Indianapolis                             $325

   Master Enterprises                                       $216

   Price                                                    $192

   Circle City Fire Protection                              $180

   Wiltredo Guiterrez                                       $144

   Barth Electric Co.                                        $91

   A.T.&T.                                                   $48

F. 100 Corporate Drive, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Corporate Drive Business       condominium fees      Unknown
Park, L.L.C.
335 Ferry Boulevard
Stratford, CT 06615

G. Crossroads Miami Logistics Center, LLC's Largest Unsecured
   Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
W.H. Hialeah Investors V,      contractual           Unknown
L.L.C.                         liability
clo Higgins Development Part.
408 Headquarters Plaza North
Morristown, NJ 07960

H. C.W. Acquisition, LLC did not file a list of their largest
   unsecured creditors.

I. Simone Condo I, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carbonell Condo Association    Unpaid                Unknown
901 Brickell Key Boulevard     condominium
Miami, FL 33131                association fees

J. Simone Condo II, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carbonell Condo Association    Unpaid                Unknown
901 Brickell Key Boulevard     condominium
Miami, FL 33131                association fees


JAMBOREE TOURS: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jamboree Tours Inc.
        4529 Cecelia Street
        Cudahy, CA 90201

Bankruptcy Case No.: 07-20531

Type of Business: The Debtor offers tour bus rental services.

Chapter 11 Petition Date: November 14, 2007

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Kyungsoo Ken Park, Esq.
                  Law Offices of Park & Associates
                  3600 Wilshire Boulevard, Suite 1722
                  Los Angeles, CA 90010
                  Tel: (213) 427-9727

Total Assets: $1,008,283

Total Debts:  $1,138,091

Debtor's list of its Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Hanmi Bank Legal Department      Business Loan           $167,972
c/o Hystube T. Riem, Esq.
3660 Wilshire Boulevard
Penthouse A
Los Angeles, CA 90010

Federated Capital Services       Repossession Balance     $49,438
c/o Brian N. Winn, Esq.
110 East Wilshire Avenue
Suite 212
Fullerton, CA 92832

U.S. Small Business Admin.       Business Loan            $38,540
200 Est Santa Ana Boulevard
Suite 180
Santa Ana, CA 92701

Antchau Arco                     Gas Purchase             $29,837

Internal Revenue Service         941 Payroll Tax          $23,856

Liberty Mutual Insurance Co.     Insurance Downpay        $21,492
                                 Shortage

City Terrace Service, Inc.       Bus Towing                $3,050

JM Bus Body Repair, Inc.         Bus Body Repair           $3,000

CA Transport                     A/C Repair                $1,274
Refrigeration, Inc.


JED OIL: Sept. 30 Balance Sheet Upside-Down by $15.7 Million
------------------------------------------------------------
JED Oil Inc. disclosed financial results for the three months
ended Sept. 30, 2007.

JED Oil Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $78.0 million in total assets, $65.2 million in total
liabilities, and $28.5 million in convertible redeemable preferred
shares, resulting in a $15.7 million total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $13.1 million in total current
assets available to pay $59.7 million in total current
liabilities.

JED Oil Inc. reported a net loss of $1.8 million on revenue of
$3.6 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $60.6 million on revenue of $6.1 million for
the same period last year.

Included in the results for the three-month period ended Sept. 30,
2006, is an expense of $63.5 million for depletion, depreciation
and accretion expense of $63.4 million.  In performing its
quarterly ceiling test, the company limits, on a country-by-
country basis, the capitalized costs of proved oil and gas
properties, net of accumulated depletion, depreciation and
amortization and deferred income taxes, to the estimated future
net cash flows from proved oil and gas reserves based on period
end prices, discounted at 10%, net of related tax effects, plus
the lower of cost or fair value of unproved properties included in
the costs being amortized.  If the capitalized costs exceed this
limit, the excess is charged to additional DD&A expense.

The highlight of the third quarter was the completion of the
acquisition of Caribou Resources, which has been renamed JED
Production Inc. and is now a wholly-owned subsidiary of JED.  Also
during the third quarter in West Ferrier JED drilled and completed
a producing gas well, drilled a standing Ellersley gas well and
spudded a third location.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2007,
Ernst & Young LLP, in Calgary, Canada, expressed substantial doubt
about JED Oil 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 reported
that the company has incurred a substantial loss and realized a
negative cash flow from operations for the year ended Dec. 31,
2006.  At Dec. 31, 2006, the company also had a working capital
deficiency and a stockholders' deficiency.

JED's convertible notes totalling $40.2 million mature on the
first of February, 2008 pending negotiations to exchange the notes
for junior notes with an extended term.  Effective Oct. 31, 2007,
holders of $1.22 million Notes exchanged their notes for junior
notes which mature on Feb. 1, 2010.  JED is currently in
discussion with other noteholders about exchanging their notes for
junior notes and is targeting to exchange approximately
$15 million of notes for junior notes.  

                          About JED Oil

Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- is an oil and natural gas company that  
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.


KEVIN MCCARTHY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Kevin S. McCarthy
         Christina C. McCarthy
         164 Golden Hill Avenue
         Haverhill, MA 01830

Bankruptcy Case No.: 07-44086

Type of Business: The Debtors are known as Trustees of various             
                  trusts.

Chapter 11 Petition Date: November 14, 2007

Court: District of Massachusetts (Worcester)

Judge: Judge Henry J. Boroff

Debtors' Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite 208
                  P.O. Box 850973
                  Braintree, MA 02185-0973
                  Tel: (781) 849-1136

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 13 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Dan Tarlow, Esq.                                        $30,000
Kiley, Copani & Cranney
265 Broadway
P.O. Box 239
Methuen, MA 01844

Platinum Visa                                           $19,130
GLA Card Services
P.O. Box 15726
Wilmington, DE 19886

Sheffield Financial                                      $7,000
P.O. Box 890012
Charlotte, NC 28289

Home Depot                                               $5,210

Mark Burke Plumbing & Heating                            $5,200

RAM Engineering                                          $1,495

Allied Waste                                             $1,145

Chase Mastercard                                         $1,200

City of Haverhill                                          $574

Amerigas                                                   $296

Sprint                                                     $249

Sprint/Nextel                                              $249

Randall Bennett & Company, P.C.                            $175


L TERSIGNI: Files for Chapter 11 Protection in Connecticut
----------------------------------------------------------
L. Tersigni Consulting CPA, P.C., aka L. Tersigni Consulting,
P.C., has filed for chapter 11 protection with the U.S. Bankruptcy
Court for the District of Connecticut on Nov. 14, 2007.

In documents filed with the Court, the Debtor relates that prior
to filing for bankruptcy, it was engaged in the business of
accounting and financial advisor to various constituencies in
matters relating to claims asserted primarily in asbestos
litigation and asbestos related bankruptcy cases.

Subsequent to the death of the Debtor's sole equity security
holder, Loreto Tersigini, on May 2007, significant claims have
been threatened against the Debtor that could impair the value of
its assets.  As result, the Debtor sought protection under chapter
11 of the bankruptcy code.

                           Probes

As previously reported in the Troubled Company Reporter, the firm
has come under fire with regards to its billing practices.

The U.S. Trustee for Region 3 has asked the U.S. Bankruptcy Court
for the District of New Jersey to appoint an examiner in the
chapter 11 cases of G-I Holdings, Inc., and its debtor-affiliate,
ACI Inc., as well as that of Congoleum Corp. and its debtor-
affiliates.  The U.S. Trustee wants the examiner to investigate
the firm's conduct and billing practices with respect to the two
cases.

According to The Deal, on Nov. 13, 2007, the Hon. Judith K.
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware ordered an examiner to investigate the firm's involvement
with regards to these ongoing bankruptcy cases:

    * Federal-Mogul Corp.,
    * ACandS Inc.,
    * Flintkote Co. and
    * W.R. Grace & Co.

The examiner has also been ordered to loon into the firm's conduct
on the bankruptcy case of USG Corp., The Deal adds.  USG Corp.
emerged from chapter 11 protection on June 20, 2006.

The Deal further relates that Judge Fitzgerald also asked that the
firm's involvement in three more cases be investigated.  The
cases, which are currently in the U.S. Bankruptcy Court for the
Western District of Pennsylvania, are:

    * Global Industrial Technologies Inc.,
    * North American Refractories Co. and
    * Pittsburgh Corning Corp.


L TERSIGNI: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: L. Tersigni Consulting CPA, P.C.
        aka L. Tersigni Consulting, P.C.
        50 Bedford Street, Suite 301
        Stamford, CT 06901
       
Bankruptcy Case No.: 07-50702

Type of Business: The was engaged in the business of accounting
                  and financial advisor to various constituencies
                  in matters relating to claims asserted primarily
                  in asbestos litigation and asbestos related
                  bankruptcy cases.

Chapter 11 Petition Date: November 14, 2007

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: Carol A. Felicetta, Esq.
                  Reid and Riege, P.C.
                  234 Church Street, 9th Floor
                  New Haven, CT 06510-1819
                  Tel: (203) 777-8008
                  Fax: (203) 777-6304

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Heller Ehrman LLP                                      $167,019
7 Times Square
New York, NY 10036

Meyers Tersigni Feldman & Gray                          $29,355
14 Wall Street
19th Floor
New York, NY 1005

Navigant Consulting, P.C.                               $25,000
666 Third Avenue
New York, NY 10017

Mario J. Lodato, Jr.                                     $8,525

Seidman & Associates LLC                                 $7,054

Goldburd & Loketh LLP                                    $2,400

CBIA Health Connections                                  $1,582

One Communications                                         $368

Metropolitan Life Insurance Co                              $96

Colonial Supp Insurance                                     $56

PACER                                                       $50

Brand's Paycheck, Inc.                                      $50

Unum Life Insurance Co                                      $48


M FABRIKANT: Panel Pursues $10.25 Mil. Recovery from Hahn Estate
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of M. Fabrikant & Sons Inc. and Fabrikant-Leer
International Ltd. asks the U.S. Bankruptcy Court for the Southern
District of New York to direct the estate of Philip Hahn and
Irving Rosenzweig, in his capacity both as the executor of the
Hahn Estate and as an officer and director of the Debtors, to
produce documents and appear for oral examination.

The Committee previously obtained Court authority to take
discovery from the Hahn Estate and Mr. Rosenzweig with respect
to potential causes of action to avoid and recover $10.25 million
in transfers that the Debtors made to the Hahn Estate in
December 2005 and January 2006.

In this regard, the Committee intends to seek leave of the Court
to pursue the causes of action on behalf of the Debtors, and
the Committee is withdrawing the balance of the discovery
that remains to be taken.

The Committee reminds the Court that it has been evaluating
additional potential causes of action against both the Hahn
Estate and Mr. Rosenzweig, for the breaches of fiduciary
duty to the Debtors and their creditors that Messrs. Hahn and
Rosenzweig may have committed during the more than three years
each of them served on the Debtors' Board of Directors.

The Committee determined that it needs additional information,
which it now seeks through the present Rule 2004 application,
to adequately evaluate the potential causes of action.

According to the Committee, Messrs. Hahn and Rosenzweig each
served on the Debtors' Board from at least August 2002 until
September 2005 (in the case of Mr. Hahn) and January 2006 (in
the case of Mr. Rosenzweig).  During that period, while insolvent,
the Debtors fraudulently transferred many tens of millions of
dollars to affiliated companies owned and controlled by members
of the Fortgang family.

The transfers included:

   (a) unsecured and undocumented advances totaling tens of
       millions of dollars to insolvent affiliates; and

   (b) preferential paydowns, also totaling tens of millions
       of dollars, of debt owed to other Affiliates, in violation
       of New York law deeming fraudulent the preferential
       repayment of debt owed to an insider.

To evaluate whether, as a result of the transfers, the Debtors
have viable breach of duty claims against Messrs. Hahn and
Rosenzweig, the Committee needs discovery concerning:

   (i) Messrs. Hahn and Rosenzweig's knowledge and evaluation of
       the transfers, and their likely impact on MFS, at the time;
       and

  (ii) Messrs. Hahn and Rosenzweig's business dealings with the
       Fortgangs and the Affiliates, which may have impaired their
       ability to evaluate these transfers disinterestedly and
       free of conflicts of interest.

                        About M. Fabrikant

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


MAGNOLIA BEACH: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Magnolia Beach, LLC
        2002 Summit Boulevard
        Suite 1000
        Atlanta, GA 30319

Bankruptcy Case No.: 07-79221

Chapter 11 Petition Date: November 15, 2007

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: James L. Paul, Esq.
                  Chamberlain, Hrdlicka, White, Williams & Martin
                  34th Floor
                  191 Peachtree Street Northeast
                  Atlanta, GA 30303-1410
                  Tel: (404) 659-1410
                  Fax: (404) 659-1852

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Signature Interior & Design        Construction Debt     $284,078
2002 Summit Boulevard, Suite 1000
Atlanta, GA 30319

Carolyn & John Russell Deane       Contract Deposit      $196,880
248 Marlin Circle
P.O. Box 27747
Panama City, FL 32411

McIntosh Land Co., Inc.            Contract Deposit      $196,880
2610 Dawson Road, Suite 7
Albany, GA 31707

Daniel Fitzpatrick                 Sale Pact Deposit     $195,000

Mike & Sara Ross                   Contract Deposit      $194,000

Art Halvorsen                      Contract Deposit      $167,232

Carolyn Ward                       Contract Deposit      $175,594

Jim & Carolyn Ward                 Sale Pact Deposit     $175,584

C. Chris Dupree                    Contract Deposit      $167,232

Carolyn Caulkins                   Contract Deposit      $167,232

Gregory Grantham, M.D.             Sale Pact Deposit     $167,232

Jeanne Halvorsen                   Account Deposit       $167,232

Sydney Court                       Contract Deposit      $167,232

Tom Caulkins                       Contract Deposit      $167,232


MEZZ CAP: S&P Holds 'BB' Rating on Class G Certificates
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from Mezz
Cap Commercial Mortgage Trust's series 2004-C1.  

Concurrently, S&P affirmed its ratings on three other classes from
the same transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The upgrades also reflect the defeasance of 22% of the collateral
pool.
     
As of the Oct. 17, 2007, remittance report, the collateral pool
consisted of 83 B notes with an aggregate trust balance of $48.3
million, compared with 85 loans totaling $50.5 million at
issuance.  The related senior A notes are not part of the trust's
collateral.  The master servicer, Wachovia Bank N.A.,
reported financial information for 100% of the nondefeased loans.  
Ninety-nine percent of the servicer-provided information was full-
year 2006 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 0.66x, down
substantially from 1.23x at issuance.  There are four assets
totaling $1.3 million with the special servicer, all of which are
90-plus-days delinquent, and S&P expect all of them to incur
severe losses upon resolution.  All of the remaining loans in the
pool are current.  To date, the trust has experienced one loss
totaling $272,178.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $13.1 million (27%) and a weighted average
DSC of 1.07x, down from 1.23x at issuance.  Four of the top 10
exposures are on the master servicer's watchlist and are discussed
below. Standard & Poor's reviewed property inspections provided by
the master servicer for all of the assets underlying the top 10
exposures, and all were characterized as "good."
     
There are four loan exposures with the special servicer, also
Wachovia, with a combined unpaid principal balance totaling $1.3
million and total exposure of $1.4 million.  Each loan is less
than $450,000 and is secured by multifamily properties in Texas.  
All of the loans were transferred to special servicing following
the borrower's payment default on the related A note and transfer
of the A notes to the special servicer in their respective
transactions.  The reported DSCs for all four loans are below
1.0x. Standard & Poor's expects each B note to experience a severe
loss upon resolution.
     
Wachovia reported a watchlist of 26 loans with an aggregate
outstanding balance of $16.1 million (34%).  The loans appear on
the watchlist due to low DSC and/or occupancy.  The largest loan
on the watchlist and largest loan in the pool, Westheimer at Sage
Office Retail Complex ($2 million, 4%), is secured by a 423,869-
sq.-ft. mixed-use property in Houston, Texas.  Year-end
2006 DSC was 0.86x, and occupancy was 69%. Details of the next
three largest loans on the watchlist are:

     -- Michigan Equities C Portfolio ($1.9 million, 4%) is
        secured by 16 properties consisting of 12 office
        properties, three retail properties, and one industrial
        property, all located in Lansing or Okemos, Mich. Year-
        end 2006 DSC and occupancy were 1.05x and 90%,
        respectively.

     -- Rainier Office Portfolio ($1.6 million, 3%) is secured
        by a 479,717-sq.-ft. office portfolio consisting of
        four office buildings throughout Texas.  Year-end DSC
        was 0.88x, and occupancy was 77%.

     -- Belmont Landing Apartments ($1.2 million, 3%) is   
        secured by a 424-unit multifamily property in
        Riverdale, Georgia.  The DSC was 0.35x with 66%
        occupancy as of year-end 2006.
     
The pool exhibits geographic concentration in Texas (29%) and
Michigan (11%) with property type concentration in multifamily
(44%), office (18%), and retail (16%).

Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those on the watchlist and other
assets considered credit impaired.  Higher loss severities than
are typical for CMBS transactions were assumed due to the deeply
subordinated nature of the B notes.  The
resultant credit enhancement levels support the raised and
affirmed ratings.

     
                          Rating Raised
  
               Mezz Cap Commercial Mortgage Trust
         Commercial mortgage pass-through certificates
                         series 2004-C1

                    Rating
                    ------
          Class   To      From     Credit enhancement
          -----   --      ----      ----------------
          B       AA+     AA             35.18%
          C       AA-     A              30.47%
          D       BBB+    BBB            24.71%
          E       BBB     BBB-           21.70%
    
                       Ratings Affirmed
    
               Mezz Cap Commercial Mortgage Trust
          Commercial mortgage pass-through certificates
                        series 2004-C1

               Class   Rating   Credit enhancement
               -----   ------    ----------------  
               A       AAA            40.94%
               G       BB             16.07%
               X       AAA              N/A


                     N/A - Not applicable.


MORGAN STANLEY: S&P Downgrades Ratings on 78 Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one class
of mortgage pass-through certificates issued by Morgan Stanley
Dean Witter Capital I Inc. Trust 2001-NC3.  At the same time, S&P
lowered its ratings on 78 certificates issued by 39 Morgan Stanley
Dean Witter Capital I Inc. Trust and Morgan Stanley ABS Capital I
Inc. Trust series.  Of the 78 lowered ratings, S&P placed five on
CreditWatch with negative implications, removed 17 from
CreditWatch negative, and one remains on CreditWatch negative.  In
addition, S&P placed two additional ratings on CreditWatch
negative.  Concurrently, the rating on one class from Morgan
Stanley Dean Witter Capital I Inc. Trust 2001-NC3 remains on
CreditWatch negative, and S&P removed the rating on one class from
Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1 from
CreditWatch negative.  Lastly, S&P affirmed its ratings on 226
other certificates from various Morgan Stanley series.
     
The upgrade of the M-1 class from Morgan Stanley Dean Witter
Capital I Inc. Trust 2001-NC3 is based on a sufficient credit
enhancement level to support the certificates at the higher
('AAA') rating level.  Because this deal is currently failing its
delinquency trigger, it will pay sequentially, and class M-1 is
currently the most senior class in the transaction.  The projected
credit support percentage is 2.69x the credit enhancement
associated with the higher rating category.
     
The lowered ratings and negative CreditWatch placements reflect
either current or projected credit enhancements levels that were
not sufficient to support the certificates at the previous rating
levels as of the October 2007 remittance period.  Most of the
affected deals have experienced monthly net losses that regularly
outpace monthly excess interest.  Overcollateralization is below
target for 38 of the 39 deals that experienced negative rating
actions.  While the loss projections are not favorable for Morgan
Stanley ABS Capital I Inc. Trust 2004-HE7, this is the only
transaction in which O/C is at its target.  Additionally, loss
projections for these series show that the negative performance
trend is likely to continue and further erode available credit
support for all affected classes. Of the 39 transactions that
experienced negative rating actions, the collateral pools for two
(series
2003-SD1 and 2004-SD1) initially consisted of reperforming loans,
while the remainder consisted of subprime loans.  Cumulative
losses for the subprime deals that saw negative rating actions
ranged from 0.60% (series 2004-OP1) to 3.78% (series 2002-AM1) of
the respective original principal balances.  Delinquencies ranged
from 18.40% (series 2004-NC4) to 53.47% (series 2001-NC2) of the
current pool balances.
     
Performance for those deals with ratings remaining on CreditWatch
negative have not improved enough to warrant their removal from
CreditWatch.  Delinquencies have not cured significantly, nor have
losses improved from the time of the CreditWatch placements.  
Standard & Poor's will closely monitor the performance of these
transactions.
     
The affirmations of the ratings on various classes from these
deals reflect sufficient credit support percentages to support the
current ratings as of the October 2007 remittance period.
     
The underlying collateral for most of the transactions in this
review consists primarily of subprime mortgage loans on
residential properties that were originated using guidelines that
target borrowers with less-than-perfect credit histories.
     
Three of the transactions that we reviewed initially consisted of
reperforming collateral.  The guidelines set for the subprime
deals are meant to assess both the borrower's ability to repay the
loan and the adequacy of the value of the mortgaged property.  
Most of the mortgages in these transactions have terms of 30 years
with interest rates that are fixed for two to three years.  After
this initial period, the mortgage rates become adjustable.


                         Rating Raised

        Morgan Stanley Dean Witter Capital I Inc. Trust

                                          Rating
                                          ------
       Series     Class             To             From
       ------     -----             --             ----
       2001-NC3   M-1               AAA            AA+

                        Ratings Lowered

        Morgan Stanley Dean Witter Capital I Inc. Trust

                                           Rating
                                           ------
        Series     Class             To             From
        ------     -----             --             ----
        2001-AM1   B-1               D              CCC
        2001-NC2   M-2               BBB            A
        2001-NC2   B-1               B              BBB-
        2002-AM1   B-1               D              CCC
        2002-AM2   M-2               BB             A
        2002-AM2   B-2               D              CCC
        2002-AM3   B-1               B              BBB
        2002-HE2   B-2               D              CCC
        2002-NC4   M-2               BBB            A
        2002-NC4   B-2               D              CCC
        2002-OP1   M-1               A              AA
        2002-OP1   M-2               B              A
        2002-OP1   B-2               D              CCC
        2003-NC2   M-3               BBB            A-
        2003-NC2   B-1               B              BBB
        2003-NC2   B-2               CCC            BBB-
        2003-NC4   B-1               BB             BBB+
        2003-NC4   B-2               B              BBB
        2003-NC4   B-3               CCC            BBB-

            Morgan Stanley ABS Capital I Inc. Trust

                                           Rating
                                           ------
        Series     Class             To             From
        ------     -----             --             ----
        2002-HE3   M-2               BBB            A
        2002-NC6   M-2               BBB            A
        2002-NC6   B-1               CCC            BBB
        2002-NC6   B-2               CCC            BBB-
        2003-HE1   B-2               BB             BBB
        2003-HE1   B-3               B              BBB-
        2003-HE3   B-3               B              BBB-
        2003-NC5   B-2               BB             BBB
        2003-NC6   M-3               BBB            A-
        2003-NC6   B-1               BB             BBB+
        2003-NC6   B-2               B              BBB
        2003-NC7   B-2               BB             BBB
        2003-NC7   B-3               CCC            BBB-
        2003-NC8   B-3               B              BBB-
        2003-NC10  B-3               B              BBB-
        2003-SD1   B-1               B              BBB
        2003-SD1   B-2               CCC            BBB-
        2004-HE1   B-2               BB             BBB
        2004-HE1   B-3               B              BBB-
        2004-HE4   B-1               BB             BBB+
        2004-HE4   B-2               B              BBB
        2004-HE4   B-3               CCC            BBB-
        2004-HE7   B-3               BB-            BBB-
        2004-NC2   B-3               BB             BBB-
        2004-NC2   B-4               B              BB+
        2004-NC3   B-2               BB             BBB
        2004-NC3   B-3               B              BBB-
        2004-NC3   B-4               CCC            BB+
        2004-NC4   B-3               BB             BBB-
        2004-NC4   B-4               B              BB+
        2004-NC5   B-3               BB-            BBB-
        2004-NC5   B-4               B              BB+
        2004-OP1   B-3               BB             BBB-
        2004-WMC3  B-1               BB-            BBB+
        2004-WMC3  B-2               B              BBB
        2004-WMC3  B-3               CCC            BBB-

       Ratings Lowered and Placed on Creditwatch Negative

         Morgan Stanley Dean Witter Capital I Inc. Trust

                                          Rating
                                          ------
        Series     Class             To             From
        ------     -----             --             ----
        2002-AM1   M-2               BB/Watch Neg   A
        2002-HE2   M-2               BB/Watch Neg   A
        2003-NC1   M-2               BBB/Watch Neg  A
        2003-NC1   M-3               BBB-/Watch Neg A-
        2003-NC1   B-1               B/Watch Neg    BBB

      Rating Lowered and Remaining on Creditwatch Negative

         Morgan Stanley Dean Witter Capital I Inc. Trust

                                         Rating
                                         ------
       Series     Class             To             From
       ------     -----             --             ----
       2001-AM1   M-2               BB/Watch Neg   A/Watch Neg

     Ratings Lowered and Removed from Creditwatch Negative

        Morgan Stanley Dean Witter Capital I Inc. Trust

                                          Rating
                                          ------
       Series     Class           To             From
       ------     -----           ---            ----
       2001-NC4   B-1             CCC            B/Watch Neg
       2002-HE1   B-1             B              BB/Watch Neg
       2002-HE1   B-2             CCC            BB-/Watch Neg
       2002-HE2   B-1             CCC            B/Watch Neg
       2002-NC2   B-1             CCC            BB/Watch Neg
       2002-NC3   B-1             CCC            BB/Watch Neg
       2002-NC3   B-2             CCC            BB-/Watch Neg
       2002-NC4   B-1             CCC            BB/Watch Neg
       2002-NC5   B-1             CCC            BB/Watch Neg
       2002-NC5   B-2             CCC            B/Watch Neg
       2002-OP1   B-1             CCC            B/Watch Neg
       2003-NC1   B-2             CCC            BBB-/Watch Neg             
       2003-NC3   B-3             B              BB/Watch Neg

            Morgan Stanley ABS Capital I Inc. Trust

                                        Rating
                                        ------
               Series     Class      To       From
               ------     -----      --       ----
               2002-HE3   B-1        CCC      BB/Watch Neg
               2002-HE3   B-2        D        B/Watch Neg
               2003-NC5   B-3        CCC      BBB-/Watch Neg
               2003-NC6   B-3        CCC      BBB-/Watch Neg

             Ratings Placed on Creditwatch Negative

        Morgan Stanley Dean Witter Capital I Inc. Trust

                                           Rating
                                           ------
        Series     Class             To             From
        ------     -----             --             ----
        2002-HE2   M-1               AA+/Watch Neg  AA+
        2003-NC3   B-2               BBB/Watch Neg  BBB

            Rating Remaining on Creditwatch Negative

        Morgan Stanley Dean Witter Capital I Inc. Trust
                                   
                Series     Class        Rating
                ------     -----        ------
                2001-NC3   B-1          BB/Watch Neg

               Removed from Creditwatch Negative

        Morgan Stanley Dean Witter Capital I Inc. Trust

                                        Rating
                                        ------
               Series     Class      To      From
               ------     -----      --      ----
               2002-NC1   B-1        B       B/Watch Neg

                       Ratings Affirmed

        Morgan Stanley Dean Witter Capital I Inc. Trust

            Series       Class                Rating
            ------       -----                ------
            2001-AM1     M-1                  AA+
            2001-NC2     M-1                  AA+
            2001-NC3     M-2                  A
            2001-NC4     M-1                  AA+
            2001-NC4     M-2                  A
            2002-AM1     M-1                  AA+
            2002-AM2     M-1                  AAA
            2002-AM2     B-1                  CCC
            2002-AM3     A-2, A-3             AAA
            2002-AM3     M-1                  AA
            2002-AM3     M-2                  A
            2002-AM3     B-2                  CCC
            2002-HE1     M-1                  AA
            2002-HE1     M-2                  A
            2002-NC3     A-2, A-3             AAA
            2002-NC3     M-1                  AA
            2002-NC3     M-2                  A
            2002-NC4     M-1                  AA
            2002-NC5     M-1                  AA+
            2002-NC5     M-2                  A+
            2002-NC5     M-3                  A
            2003-NC1     M-1                  AA+
            2003-NC2     M-1                  AA+
            2003-NC2     M-2                  A
            2003-NC3     M-1                  AA+
            2003-NC3     M-2                  A
            2003-NC3     M-3                  A-
            2003-NC3     B-1                  BBB+
            2003-NC4     M-1                  AA+
            2003-NC4     M-2                  A
            2003-NC4     M-3                  A-

            Morgan Stanley ABS Capital I Inc. Trust

            Series       Class                Rating
             -----       -----                ------
            2002-HE3     A-2                  AAA
            2002-HE3     M-1                  AA+
            2002-NC6     M-1                  AA
            2003-HE1     M-1                  AA
            2003-HE1     M-2                  A
            2003-HE1     M-3                  A-
            2003-HE1     B-1                  BBB+
            2003-HE2     M-1                  AA
            2003-HE2     M-2                  A
            2003-HE2     M-3                  A-
            2003-HE2     B-1                  BBB+
            2003-HE2     B-2                  BBB
            2003-HE2     B-3                  BBB-
            2003-HE3     A-3                  AAA
            2003-HE3     M-1                  AA
            2003-HE3     M-2                  A
            2003-HE3     M-3                  A-
            2003-HE3     B-1                  BBB+
            2003-HE3     B-2                  BBB
            2003-NC5     M-1                  AA+
            2003-NC5     M-2                  A
            2003-NC5     M-3                  A-
            2003-NC5     B-1                  BBB+
            2003-NC6     M-1                  AA+
            2003-NC6     M-2                  A
            2003-NC7     M-1                  AA+
            2003-NC7     M-2                  A
            2003-NC7     M-3                  A-
            2003-NC7     B-1                  BBB+
            2003-NC8     M-1                  AA+
            2003-NC8     M-2                  A
            2003-NC8     M-3                  A-
            2003-NC8     B-1                  BBB+
            2003-NC8     B-2                  BBB
            2003-NC9     M                    AAA
            2003-NC9     B                    BBB-
            2003-NC10    M-1                  AA+
            2003-NC10    M-2                  A
            2003-NC10    M-3                  A-
            2003-NC10    B-1                  BBB+
            2003-NC10    B-2                  BBB
            2003-SD1     A-1, A-2             AAA
            2003-SD1     M-1                  AA
            2003-SD1     M-2                  A
            2004-HE1     A-4                  AAA
            2004-HE1     M-1                  AA
            2004-HE1     M-2                  A
            2004-HE1     M-3                  A-
            2004-HE1     B-1                  BBB+
            2004-HE2     M-1                  AA
            2004-HE2     M-2                  A
            2004-HE2     M-3                  A-
            2004-HE2     B-1                  BBB+
            2004-HE2     B-2                  BBB
            2004-HE2     B-3                  BBB-
            2004-HE3     A-2, A-4             AAA
            2004-HE3     M-1                  AA
            2004-HE3     M-2                  A
            2004-HE3     M-3                  A-
            2004-HE3     B-1                  BBB+
            2004-HE3     B-2                  BBB
            2004-HE3     B-3                  BBB-
            2004-HE4     M-1                  AA
            2004-HE4     M-2                  A
            2004-HE4     M-3                  A-
            2004-HE5     M-1                  AA
            2004-HE5     M-2                  A
            2004-HE5     M-3                  A-
            2004-HE5     B-1                  BBB+
            2004-HE5     B-2                  BBB
            2004-HE5     B-3                  BBB-
            2004-HE6     A-1, A-2             AAA
            2004-HE6     M-1                  AA+
            2004-HE6     M-2                  AA
            2004-HE6     M-3                  AA-
            2004-HE6     M-4                  A
            2004-HE6     M-5                  A-
            2004-HE6     B-1                  BBB+
            2004-HE6     B-2                  BBB
            2004-HE6     B-3                  BBB-
            2004-HE7     M-1                  AA+
            2004-HE7     M-2                  AA
            2004-HE7     M-3                  AA-
            2004-HE7     M-4                  A
            2004-HE7     M-5                  A-
            2004-HE7     B-1                  BBB+
            2004-HE7     B-2                  BBB
            2004-HE8     A-4, A-7             AAA
            2004-HE8     M-1                  AA+
            2004-HE8     M-2                  AA
            2004-HE8     M-3                  AA-
            2004-HE8     M-4                  A+
            2004-HE8     M-5                  A
            2004-HE8     M-6                  A-
            2004-HE8     B-1                  BBB+
            2004-HE8     B-2                  BBB
            2004-HE8     B-3                  BBB-
            2004-HE9     M-1                  AA+
            2004-HE9     M-2                  AA
            2004-HE9     M-3                  AA-
            2004-HE9     M-4                  A+
            2004-HE9     M-5                  A
            2004-HE9     M-6                  A-
            2004-HE9     B-1                  BBB+
            2004-HE9     B-2                  BBB
            2004-HE9     B-3                  BBB-
            2004-NC1     M-1                  AA
            2004-NC1     M-2                  A
            2004-NC1     M-3                  A-
            2004-NC1     B-1                  BBB+
            2004-NC1     B-2                  BBB
            2004-NC1     B-3                  BBB-
            2004-NC2     M-1                  AA
            2004-NC2     M-2                  A
            2004-NC2     M-3                  A-
            2004-NC2     B-1                  BBB+
            2004-NC2     B-2                  BBB
            2004-NC3     M-1                  AA
            2004-NC3     M-2                  A
            2004-NC3     M-3                  A-
            2004-NC3     B-1                  BBB+
            2004-NC4     M-1                  AA
            2004-NC4     M-2                  A
            2004-NC4     M-3                  A-
            2004-NC4     B-1                  BBB+
            2004-NC4     B-2                  BBB
            2004-NC5     M-1                  AA
            2004-NC5     M-2                  A
            2004-NC5     M-3                  A-
            2004-NC5     B-1                  BBB+
            2004-NC5     B-2                  BBB
            2004-NC6     M-1                  AA
            2004-NC6     M-2                  A
            2004-NC6     M-3                  A-
            2004-NC6     B-1                  BBB+
            2004-NC6     B-2                  BBB
            2004-NC6     B-3                  BBB-
            2004-NC7     M-1                  AA+
            2004-NC7     M-2                  AA
            2004-NC7     M-3                  AA-
            2004-NC7     M-4                  A
            2004-NC7     M-5                  A-
            2004-NC7     B-1                  BBB+
            2004-NC7     B-2                  BBB
            2004-NC7     B-3                  BBB-
            2004-NC8     M-1                  AA+
            2004-NC8     M-2                  AA
            2004-NC8     M-3                  AA-
            2004-NC8     M-4                  A+
            2004-NC8     M-5                  A
            2004-NC8     M-6                  A-
            2004-NC8     B-1                  BBB+
            2004-NC8     B-2                  BBB
            2004-NC8     B-3                  BBB-
            2004-OP1     M-1                  AA+
            2004-OP1     M-2                  AA
            2004-OP1     M-3                  AA-
            2004-OP1     M-4                  A+
            2004-OP1     M-5                  A
            2004-OP1     M-6                  A-
            2004-OP1     B-1                  BBB+
            2004-OP1     B-2                  BBB
            2004-SD1     A                    AAA
            2004-SD1     M-1                  AA
            2004-SD1     M-2                  A
            2004-SD1     B                    BBB
            2004-SD2     A-1                  AAA
            2004-SD2     M-1                  AA
            2004-SD2     M-2                  A
            2004-SD2     B-1                  BBB
            2004-SD2     B-2                  BBB-
            2004-WMC1    M-1                  AA
            2004-WMC1    M-2                  A
            2004-WMC1    M-3                  A-
            2004-WMC1    B-1                  BBB+
            2004-WMC1    B-2                  BBB
            2004-WMC1    B-3                  BBB-
            2004-WMC2    M-1                  AA
            2004-WMC2    M-2                  A
            2004-WMC2    M-3                  A-
            2004-WMC2    B-1                  BBB+
            2004-WMC2    B-2                  BBB
            2004-WMC2    B-3                  BBB-
            2004-WMC3    M-1                  AA+
            2004-WMC3    M-2                  AA
            2004-WMC3    M-3                  AA-
            2004-WMC3    M-4                  A+
            2004-WMC3    M-5                  A
            2004-WMC3    M-6                  A-


MTI GLOBAL: Posts CDN$2.1 Million Net Loss in Third Quarter
-----------------------------------------------------------
MTI Global Inc. reported financial results for the three and nine-
month periods ended Sept. 30, 2007.  MTI Global also disclosed the
consolidation of the majority of Aerospace production in Mexico
and the consolidation options of recently acquired Mold-Ex
silicone division with MTI's current US production facilities.

The net loss for the third quarter of 2007 was CDN$2.1 million,
compared with a net loss of CDN$463,000 for the same period last
year.

Sales for the three months ended Sept. 30, 2007, were
CDN$15.5 million, an increase of 5% compared with last year's
sales of CDN$14.8 million.  Sales included a decrease of
approximately CDN$700,000 attributable to the impact of the
decline in the U.S. dollar compared with the currency rates for
the same period in 2006.

Aerospace sales for the third quarter of fiscal 2007 were
CDN$4.8 million compared with sales of CDN$5.6 million for the
comparable period last year.  Sales reflect a decrease of
CDN$427,000 related to the weakening U.S. dollar compared with
last year.

Fabricated Products sales for the period were CDN$944,000 or 8%
lower than sales of CDN$1 million for the third quarter of fiscal
2006.  The decrease was attributable to an anticipated decline in
automotive market sales.

North American Silicone sales for the third quarter of fiscal 2007
increased by 30%, or CDN$1.3 million, to CDN$5.7 million, compared
with CDN$4.4 million for the same period last year.  The increase
is due to revenues of CDN$1.8 million from the acquisition of
Mold-Ex during the quarter, offset by CDN$300,000 in the quarter
due to the lower exchange rate in effect this year as well as
overall reduced activity in the transit market.

European Silicone sales increased by CDN$221,000, or 6% to
CDN$4.1 million for the third quarter of 2007 compared with sales
of CDN$3.9 million for the same period last year.  The sales
improvement included a modest CDN$27,000 gain, or 1% attributable
to the increase in the Euro.

The gross margin for the third quarter in 2007 was
CDN$4.5 million, a CDN$550,000 or 11% decrease, compared with the
third quarter last year.  The gross margin as a percentage,
decreased to 29% from 34%, mostly due to redundant costs at MTI
PolyFab resulting from subcontracting the majority of Aerospace
manufacturing to Mexico and the decrease in the U.S. dollar.  
Offsetting the decrease in gross margin was a positive
contribution of CDN$745,000 from the inclusion of the Mold-Ex
silicone results.

President and chief executive officer, Bill Neill commented,
"Third quarter results were disappointing to say the least.  While
we expected some continued pressures on results due to the rising
Canadian dollar, we did not anticipate the sharp dramatic rise in
such a short period of time.  To put this into context, during the
third quarter, the strengthening Canadian dollar eroded
approximately CDN$427,000 in Aerospace sales alone."

Mr. Neill commented, "Over the past year, we have implemented a
number of cost cutting and efficiency initiatives to mitigate
industry and economic pressures.  In light of the current
pressures and to further those initiatives, we are implementing a
shorter term plan focused specifically on improving and
streamlining customer and sales relationships; achieving more
stringent discipline with respect to processes; and tighter
management of working capital including inventory and overall
financial performance.  This is the next logical step building on
existing measures."

"We took decisive action earlier on in the year to mitigate the
effects of the rising Canadian dollar - including moving
production of most Aerospace programs to Mexico - and the full
benefits of this action will be fully reflected starting with the
first quarter of fiscal 2008," he added.

During the quarter, the company added the recently acquired
silicone division of Mold-Ex to the North American Silicone
division.  This complementary acquisition contributed
approximately CDN$1.8 million to revenues to this division.  MTI
Global previously disclosed it would review consolidation
alternatives for this division with a view to maximizing
efficiencies and cost reductions.  

           Migration of Aerospace Production to Mexico

As previously reported, MTI continued the migration of its
Aerospace production to MTI de Baja, Mexico, starting with the
Boeing 787 program.  To date, nearly 40% of the planned Aerospace
production transfers have been completed with the remaining 60% on
target to be completed by year end.  During the quarter, MTI
Global incurred expenses of approximately CDN$1 million associated
with the migration of programs to Mexico.  The company also
expects a further CDN$500,000 in related expenses to be incurred
in the fourth quarter with the full financial benefits and
meaningful effects on results to begin in the first quarter of
fiscal 2008.

                       Nine Months Results

Sales for the nine months ended Sept. 30, 2007, were
CDN$47.8 million, 3% ahead of last year's sales of
CDN$46.3 million.  This includes a decrease of approximately
CDN$529,000 due to the impact of currency fluctuations.

The gross margin for the nine months ended Sept. 30, 2007, was
CDN$15.7 million, a decrease of CDN$1.3 million or 7%.  The gross
margin as a percentage decreased to 32% from 36% in the same
period of 2006 because of duplication of costs in Mexico and
margin erosions due to currency fluctuations.

The loss before income taxes and non-controlling interest for the
nine months ended Sept. 30, 2007, was CDN$2.6 million compared to
a loss of CDN$157,000 last year.

For the nine months ended Sept. 30, 2007, the net loss was
CDN$2.8 million, to a net loss of CDN$348,000 for the same period
last year.

As at Sept. 30, 2007, the company had working capital of
CDN$7.2 million - including cash and cash equivalents, plus cash
deposited as collateral totaling CDN$700,000 - compared with
CDN$14.2 million at Dec. 31, 2006.  Working capital has decreased
due to an increase in bank indebtedness and an increase in the
current portion of long term debt.  The company is taking active
measures including better inventory management to improve working
capital.

At Sept. 30, 2007, the company's consolidated balance sheet showed
CDN$60.8 million in total assets, CDN$18.3 million in total
liabilities, and CDN$42.5 million in total shareholders' equity.

                    Breach of Financial Covenant

Subsequent to the release of the second quarter results, the
company was notified by its Canadian chartered bank that it was in
breach of a financial covenant in its credit facility agreement as
at June 30, 2007.  Specifically, the company did not comply with
the debt service coverage ratio of 1.25 calculated on a rolling
twelve month basis.  Furthermore, the company was in breach of a
general covenant concerning the transfer of certain inventory and
equipment to the company's contract manufacturer in Mexico without
first receiving the Bank's prior written consent.  The company has
received a written notice of waiver of the June 30, 2007, breaches
through Nov. 30, 2007, and has requested the Bank's written
consent for ongoing transfers of inventory and equipment in
compliance with the terms of its loan agreement.

Due to unfavourable financial results in the third quarter, the
company remains in breach of the same debt service coverage ratio
as at Sept. 30, 2007.  Accordingly, the credit facilities
consisting of an operating and term loan with the Bank are in
default and have both been reflected in current liabilities.  The
company also expects to be in breach of the debt service covenant
at Dec. 31, 2007.

The company has commenced discussions with the Bank with respect
to the breaches and has requested that the Bank waive the default
for Sept. 30, 2007.

                         About MTI Global

Headquartered in Mississauga, Ontario, MTI Global Inc. (TSX: MTI)
-- http://www.mtiglobalinc.com/-- designs, develops and  
manufactures custom-engineered products using silicone and other
cellular materials.  The company serves a variety of specialty
markets focused on three main product categories: Silicone,
Aerospace and Fabricated Products.  MTI's Canadian manufacturing
operations are located in Mississauga, Ontario, with international
manufacturing operations located in Richmond and Buchanan,
Virginia; Pensacola, Florida; Bremen, Germany; and a contract
manufacturer venture in Ensenada, Mexico.  The company also has
sales operations in England and Sweden, and an engineering support
centre in Brazil.


MYLAN INC: Prices Public Offering of Preferred & Common Stock
-------------------------------------------------------------
Mylan Inc. announced that it has priced its concurrent public
offerings of 1.86 million shares of 6.50% mandatory convertible
preferred stock at $1,000 per share and 53.5 million shares of
common stock at $14 per share pursuant to a shelf registration
statement previously filed with the Securities and Exchange
Commission.  The underwriters have options to purchase
approximately 279,000 additional shares of preferred stock and
approximately 8.025 million shares of common stock, in each case
to cover overallotments, if any.  These offerings are separate
public offerings by means of separate prospectus supplements and
the closing of each offering is not contingent on the other.

The preferred stock will pay, when declared by the Board of
Directors, dividends at a rate of 6.50% percent per annum on the
liquidation preference of $1,000 per share, payable quarterly in
arrears in cash, shares of Mylan common stock or a combination
thereof at Mylan's election.  The first dividend date will be
February 15, 2008.

Each share of preferred stock will automatically convert on
November 15, 2010, into between approximately 58.5480 shares and
71.4286 shares of MYL common stock.  The conversion rate will be
subject to anti-dilution adjustments in certain circumstances.
Holders may elect to convert at any time at the minimum conversion
rate of 58.5480 shares of common stock for each share of preferred
stock.  The preferred stock has been approved for listing on the
New York Stock Exchange, subject to issuance.  The ticker symbol
for this security will be MYLPrA.

The offerings will generate net proceeds of approximately $2.5
billion after underwriters discounts and expenses, without giving
effect to the exercise of the overallotment options.  The closing
date for the transactions is expected to be November 19, 2007.

Mylan intends to use the net proceeds of the offerings to prepay a
portion of the bridge loans that were borrowed to finance in part
its acquisition of Merck KGaA\u2019s generics business.

The joint book-running managers for the preferred stock and common
stock offerings are Merrill Lynch & Co. and Goldman, Sachs & Co.
Merrill Lynch & Co. is acting as sole global coordinator for all
financings for Mylan.  Co-managers for the common stock offering
are Citi, JPMorgan and Cowen and Company. Co-managers for the
preferred stock offering are Citi, JPMorgan, Cowen and Company,
Banc of America Securities LLC and Mitsubishi UFJ Securities.

Copies of the prospectuses related to the offerings may obtained
from:

      Merrill Lynch & Co.
      4 World Financial Center
      New York, NY 10080
      Attention: Prospectus Department

       --- or ---

      Goldman, Sachs & Co.
      85 Broad Street
      New York, NY 10004
      Attention: Prospectus Department
      Fax: (212) 902-9316

                   About Mylan Inc.

Mylan Inc., fka Mylan Laboratories Inc., (NYSE: MYL) --
http://www.mylan.com/-- is a global pharmaceutical company with  
market leading positions in generic pharmaceuticals, transdermal
technology and unit dose packaged products.  Mylan operates
through three principal subsidiaries: Mylan Pharmaceuticals, a
world leader in generic pharmaceuticals; Mylan Technologies, the
largest producer of generic and branded transdermal patches for
the U.S. market; and UDL Laboratories, the top U.S.-supplier of
unit dose pharmaceuticals.

Mylan also owns a controlling interest in Matrix Laboratories,
one of the world's premier suppliers of active pharmaceutical
ingredients.  Mylan also has a European platform through
Docpharma, a Matrix subsidiary, which is a marketer of branded
generics in Europe.  


MYLAN INC: Moody's Lowers Corporate Family Rating to B1
-------------------------------------------------------
Moody's Investors Service assigned B1 ratings to the new senior
secured credit facilities of Mylan Inc., formerly known as Mylan
Laboratories Inc.

In addition, Moody's lowered Mylan's Corporate Family Rating to B1
from Ba1, concluding a rating review for possible downgrade
initiated on May 14, 2007 and lowered the speculative grade
liquidity rating to SGL-2 from SGL-1.  Moody's is withdrawing the
ratings on Mylan's former senior unsecured credit facilities and
senior unsecured notes, which have been repaid.  The rating
outlook is stable.

These rating actions are being taken in conjunction with Mylan's
recent acquisition of Merck KGaA's generics pharmaceuticals
business for approximately $6.9 billion.

"The B1 ratings reflect the important benefits of Mylan's
geographic expansion and vertical integration, offset by
significantly higher financial leverage," stated Michael Levesque,
Moody's Senior Vice President.

The B1 rating reflects primarily these factors: (1) the strategic
benefits of Mylan's global diversification, scale and vertical
integration initiatives; (2) positive free cash flow benefiting
from cost synergies and vertical integration; and (3) the belief
that Debt/EBITDA will be reduced below 4.0 times by year-end 2009.

Mylan began its international expansion in late 2006 via the
acquisition of an India-based active pharmaceutical ingredients
company, Matrix Laboratories.  Matrix is the 2nd largest API
supplier globally, and the Matrix acquisition is helping Mylan
build much greater vertical integration than most generics peers.  
The acquisition of the Merck generics business provides additional
opportunities for vertical integration.

Offsetting risk factors include: (1) high Debt/EBITDA and limited
FCF/Debt over the next two years; (2) risks related to the
integration of the Merck generics business; (3) generics pricing
pressure; and (4) the sector-wide risk of potential additional
acquisitions. Key integration risk factors include employee
retention, systems integration, cultural issues, and requirements
to certify internal controls over financial reporting.

Ratings assigned:

   * B1 (LGD3, 43%) sr. secured Term Loan A of $500 million due
     2013

   * B1 (LGD3, 43%) sr. secured revolving credit facility of
     $750 million due 2013

   * B1 (LGD3, 43%) sr. secured Term Loan B of $2 billion due 2014

   * B1 (LGD3, 43%) sr. secured Term Loan B of EUR1.131 billion
     due 2014

Ratings lowered:

   * Corporate Family Rating to B1 from Ba1

   * Probability of Default Rating to B1 from Ba1

   * Speculative Grade Liquidity Rating to SGL-2 from SGL-1

Ratings withdrawn:

   * Ba1 (LGD4, 51%) sr. unsecured revolving credit facility of
     $700 million due 2011

   * Ba1 (LGD4, 51%) sr. unsecured revolving credit facility of
     $300 million due 2011

   * Ba1 (LGD4, 51%) sr. unsecured term loan of $450 million due
     2012

   * Ba1 (LGD4, 51%) sr. unsecured notes of $150 million due 2010

   * Ba1 (LGD4, 51%) sr. unsecured notes of $350 million due 2015

Moody's does not rate Mylan's convertible notes of $600 million
due 2012, or the new mandatory convertible preferred stock due
2010.

Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a
specialty pharmaceutical company.  For the six-month period ended
Sept. 30, 2007 Mylan reported total revenue of approximately $1.0
billion.


NEUMANN HOMES: Wants to Rescind $80 Million Tadian Homes Purchase
-----------------------------------------------------------------
Kenneth P. Neumann has asked the United States District Court for
the Northern District of Illinois to rescind Neumann Homes,
Inc.'s $80,000,000 acquisition of Tadian Homes LLC in 2005.

Mr. Neumann says the officers of Tadian Holdings LLC and Tadian
Holdings made material misrepresentations regarding Tadian Homes'
then-current and historical profit margins to induce Neumann
Homes to purchase the membership interests of Tadian Homes.  Mr.
Neumann explains that Tadian Holdings and its officers overstated
the profit margins on several of Tadian Homes' residential
development projects by not including certain costs in Tadian
Homes' accounting books and records.  Neumann also found several
drawers full of unprocessed invoices, purchase orders, and
variance purchase orders, which were not included or not properly
accrued for in the costs of Tadian Homes' assets.

Tadian Homes was a Michigan-based home building company that, in
2005, was in the process of building several residential
developments in the Detroit metropolitan area.  Pursuant to the
parties' purchase agreement, Neumann Homes agreed to pay Tadian
Holdings and IHP Investment Fund V, L.P. -- the sole members of
Tadian Homes -- in excess of $80,000,000 in cash and other
consideration.

Mr. Neumann brought the action against NRD Investments LLC and
Tadian Holdings.  The allegations were part of Mr. Neumann's
counterclaims filed in response to a breach of contract suit NRD
commenced in September 2007 against him and Neumann Homes.

NRD seeks to compel Neumann Homes to close on the acquisition of
a property in Kane County, Illinois.

As a part of the Tadian Homes deal, Neumann assigned to NRD --
which was established by Gary Tadian, founder of Tadian Homes,  
for the sole purpose of accepting the assignment -- the options
that Neumann held to purchase the Nagel East and Nagel West
properties in Kane County, Illinois.  In addition, Neumann Homes
would purchase Nagel East and Nagel West from NRD at a later date
with a profit in excess of $4,000,000 to Mr. Tadian.  Mr. Neumann
executed a document to guaranty the Nagel purchase agreement.

The sale of Nagel West closed as planned.  NRD alleged that
Neumann Homes failed to take any steps to close the purchase of
Nagel East.

NRD alleged that Neumann Homes owes it $9,828,039 in unpaid
balance for the purchase of the Nagel East parcel as well as
assumption of mortgage on the property and reimbursement of
certain amounts.

NRD also seeks to enforce the Guaranty Mr. Neumann executed as
part of the transaction.

Mr. Neumann denies that he or Neumann Homes is liable to NRD for
breach of any agreement.  Mr. Neumann contends that the Nagel
Purchase Agreement and the Guaranty were procured through fraud.  
He asserts that NRD's claims are barred because the "Guaranty" is
unenforceable.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential     
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company and five of its affiliates filed for Chapter 11
protection on Nov. 1, 2007 (Bankr. N.D. Ill. Case No. 07-20412).  
George Panagakis, Esq., at Skadded, Arps, Slate, Meagher & Flom
L.L.P., was selected by the Debtors to represent them in these
cases.  When the Debtors filed for protection against its
creditors, they listed assets and debts of more than $100 million.  
The Debtors' exclusive period to file a chapter 11 plan expires on
Jan. 29, 2008.  (Neumann Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or  
215/945-7000).


PASCACK VALLEY: Court Approves Sills Cummis as Bankruptcy Counsel
-----------------------------------------------------------------
The Honorable Rosemary Gambardella of the U.S. Bankruptcy Court
for the District of New Jersey gave Pascack Valley Hospital
Association Inc. permission to employ Sills Cummis Epstein & Gross
PC as its bankruptcy counsel.

Sills Cummis will:

   a. advice the Debtor with respect to its duties and powers;

   b. prepare necessary motions, applications, complaints,
      responses, orders, agreements and other pleadings and
      documents as may be appropriate and authorized by the
      Debtor, and appearing in Court to prosecute such pleadings;

   c. assist the Debtor in the sale and disposition of assets;

   d. assist the Debtor in the formulation, solicitation and
      confirmation of a plan; and

   e. perform other legal services as may be required and be in
      the interests of the Debtor and the Estate.

The Debtor will pay the firm at these rates:

            Designation                 Hourly Rate
            -----------                 -----------
            Members                     $350 - $650
            Of Counsel                  $300 - $550
            Associates                  $195 - $375
            Paralegals and Law Clerks   $100 - $260
            Other Administrative Staff  $100 - $250

Sills Cummis has represented the Debtor on several matters since
May 2005.  As of the bankruptcy filing, the Debtor is not indebted
to Sills Cummis since the Debtor's parent, Well care Group Inc.
has paid the firm a $283,213 retainer that was applied against the
$293,476 prepetition services rendered by the firm.  Sills Cummis
has waived the balance.

To the best of the Debtor and the firm's knowledge, Sills Cummis
does not hold or represent an adverse interest to the estate and
is a "disinterested person" under Section 101(14) of the U.S.
Bankruptcy Code.

The firm can be reached at:

             Jack M. Zackin, Esq.
             Simon Kimmelman, Esq.
             Valerie A. Hamilton, Esq.
             Sills Cummis Epstein & Gross PC
             One Riverfront Plaza
             Newark, NJ 07102
             Tel: (973) 643-6975
             Fax: (973) 643-6281
             http://www.sillscummis.com/

                  About Pascack Valley Hospital

Based in Westwood, New Jersey, Pascack Valley Hospital Association
Inc. -- http://www.pvhospital.org/-- operates a full-service,  
291-bed non-profit medical facility, part of a system of
healthcare affiliates known as the Well Care Group Inc., which
provides a full range of the most advanced, technically
specialized healthcare services available.

The Debtor filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. N.J. Case No. 07-23686).  The proposed counsels for the
Official Committee of Unsecured Creditors are Douglas J. McGill,
Esq. and Robert Malone, Esq. at Drinker, Biddle & Reath LLP.  The
Debtor's schedules show total assets of $98,609,477 and total
debts of $114,652,723.


PASCACK VALLEY: D. Knowlton Designated as Patient Care Ombudsman
----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
with the approval from the U.S. Bankruptcy Court for the District
of New Jersey designated David L. Knowlton as patient care
ombudsman for Pascack Valley Hospital Association Inc.

Pursuant to Section 333 of the U.S. Bankruptcy Code, Mr. Knowlton
will:

   (1) monitor the quality of patient care provided to patients
       of the debtor, to the extent necessary under the
       circumstances, including interviewing patients and
       physicians;

   (2) file the report with the court after notice to the parties
       in interest, at a hearing or in writing, regarding the
       quality of patient care provided to patients of the debtor
       as per the Consent Order Authorizing the United States
       Trustee to Appoint a Patient Care Ombudsman pursuant to
       Section 333 of the Bankruptcy Code dated Oct. 31, 2007;

   (3) if the ombudsman determines that the quality of patient
       care provided to patients of the debtor is declining
       significantly or is otherwise being materially compromised,
       file with the court a motion or a written report, with
       notice to the parties in interest immediately upon making
       the determination; and

   (4) maintain any information he obtains under Section 333 of
       the Bankruptcy Code that relates to patients (including
       information relating to patient records) as confidential
       information.  The ombudsman may not review confidential
       patient records unless the Court approves the review in
       advance and imposes restrictions on the ombudsman to
       protect the confidentiality of the records.

Mr. Knowlton can be reached at:

             NJHCQI, 479 West State Street
             Trenton, NJ 08618
             Tel: (609) 737-0935
             Fax: (609) 737-1754

                  About Pascack Valley Hospital

Based in Westwood, New Jersey, Pascack Valley Hospital Association
Inc. -- http://www.pvhospital.org/-- operates a full-service,  
291-bed non-profit medical facility, part of a system of
healthcare affiliates known as the Well Care Group Inc., which
provides a full range of the most advanced, technically
specialized healthcare services available.

The Debtor filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. N.J. Case No. 07-23686).  The proposed counsels for
Official Committee of Unsecured Creditors are Douglas J. McGill,
Esq. and Robert Malone, Esq. at Drinker, Biddle & Reath LLP.  The
Debtor's schedules show total assets of $98,609,477 and total
debts of $114,652,723.


PASCACK VALLEY: U.S. Trustee Appoints Five-Member Creditors Panel
-----------------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in Pascack
Valley Hospital Association Inc.'s bankruptcy cases.

   1. Joseph Morgan
      MD-X Solutions, Inc.
      725 Darlington Avenue
      Mahwah, NJ 07430
      Tel: (201) 543-0603
      Fax: (201) 444-9917

   2. Luana Gehring
      Medtronic
      3850 Victoria St., MS V215
      Shoreview, MN 55014
      Tel: (763) 514-2206
      Fax: (763) 367-1400

   3. Ann Twomey
      Health Professionals & Allied Employees
      110 Kinderkamack Road
      Emerson, NJ 07630
      Tel: (201) 262-5005
      Fax: (201) 262-4335
                         
   4. John M. Blumers
      Biomet, Inc.             
      100 Interpace Parkway
      Parsippany, NJ 07054
      Tel: (973) 299-9300 X 2266
      Fax: (973) 299-2681

   5. Stanley Siegel, Chairperson
      Bergen Community Regional Blood Center
      970 Linwood Avenue West
      Paramus, NJ 07652
      Tel: (201) 705-1660
      Fax: (201) 265-4023

                  About Pascack Valley Hospital

Based in Westwood, New Jersey, Pascack Valley Hospital Association
Inc. -- http://www.pvhospital.org/-- operates a full-service,  
291-bed non-profit medical facility, part of a system of
healthcare affiliates known as the Well Care Group Inc., which
provides a full range of the most advanced, technically
specialized healthcare services available.

The Debtor filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. N.J. Case No. 07-23686).  The proposed counsels for the
Official Committee of Unsecured Creditors are Douglas J. McGill,
Esq. and Robert Malone, Esq. at Drinker, Biddle & Reath LLP.  The
Debtor's schedules show total assets of $98,609,477 and total
debts of $114,652,723.


PATRON SYSTEMS: Files for Chapter 11 Protection in Colorado
-----------------------------------------------------------
Patron Systems, Inc., filed a voluntary petition for
reorganization under Chapter 11 on Nov. 14, 2007 in the U.S.
Bankruptcy Court for the District of Colorado.

Patron and the holder of its secured debt, Apex Investment Fund V,
L.P. have agreed to the sale of Patron's assets, including the
FormStream(TM) mobile field reporting software business to a new
private company.  The investors in this new company will be
investing substantial new capital to fund the operations and
future development of FormStream software.  Investors included in
this new company will be Apex Investment V, L.P. who is Patron's
largest shareholder and the holder of Patron's secured debt.  
Operating under the provisions of Chapter 11 allows the
operational activities of FormStream to continue while the sale of
FormStream(TM) and the financial disposition of Patron is
completed.

"We want to assure our customers, partners and employees that
FormStream operations will continue as usual," Bob Cross, Chairman
and acting CEO of Patron Systems, stated.  "This reorganization is
planned with no disruption to the day-to-day customer or partner
activities or to signed or announced commitments."

This new private company will operate out of Patron's current
facility in Boulder, Colorado, and will continue to employ the
staff providing sales and marketing, engineering, support and
services such as product implementation.  The reorganization will
support the completion and roll-out of a feature-rich product road
map that will appeal to a broader public safety market while
delivering market-forward and customer-requested functionality.  
Customers, prospects and partners will continue to enjoy the same
level of innovativeness and ease-of-use found in FormStream.

"Patron Systems has consistently maintained a policy of strong
support and service to its partners and its customers over the
years," Mr. Cross concluded.  "Patron's commitment to the ongoing
support of FormStream and its customers remains unaltered and we
expect to see continued growth and expansion of the FormStream
product and its capabilities in the years to come in this new
financially restructured private company."

Headquartered in Boulder, Colorado, Patron Systems Inc. (OTC BB:
PTRN) -- http://www.patronsystems.com/-- offers integrated
enterprise email and data security and enforceable compliance. The
company's suite of Active Message Management(TM) products
addresses eform creation, capture, sharing, and manages data in an
industry standard format as well as providing solutions for
mailbox management, email policy management, email retention
policies, archiving and eDiscovery, proactive email supervision,
and protection of messages and their attachments in motion and at
rest.


PATRON SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patron Systems, Inc.
        5775 Flatiron Parkway
        Suite 230
        Boulder, CO 80301

Bankruptcy Case No.: 07-23228

Type of Business: The Debtor offers integrated enterprise email
                  and data security and enforceable compliance.

Chapter 11 Petition Date: November 14, 2007

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  Kutner Miller Brinen, P.C.
                  303 East 17th Avenue
                  Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Lok Technology                                         $580,132
181 Metro Drive
Suite 580
San Jose, CA 95110

Internal Revenue Service                               $407,665
P.O. Box 21126
Philadelphia, PA 19114-0326

Edgar A. McIntosh                                      $286,370
206 Montglen Court
Greenville, SC 29607-6083

Sherif Mohamed Fathi El Kilany                         $259,146
8 El Kartoom Street
Korba Helipolise
Cairo, Egypt

State of California                                    $200,000

Janice Grape                                           $158,689

Hogan and Hartson, LLP                                 $159,076

David Klemer                                           $132,241

Fredrik Bjurle                                         $132,208

Grant Thornton, LLP                                    $125,000

Wayne Heldt                                            $120,653

Marcum and Kliegman, LLP                               $120,802

Robert Maurer                                          $108,513

Paul Fennell                                            $89,419

Liberty IMS                                             $89,388

First Analysis Securities Corporation                   $60,000

Omid Ghiami                                             $46,187

Joann Frizzi                                            $26,280

Robert Cross                                            $45,487

Mitra Fathollahi                                        $34,464


PIKE NURSERY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pike Nursery Holding LLC
        dba Pike Family Nurseries
        dba Pike Nurseries
        4020 Steve Reynolds Boulevard
        Norcross, GA 30093

Bankruptcy Case No.: 07-79129

Type of Business: The Debtor operates plant nurseries in 22
                  locations at Georgia, North Carolina, and
                  Alabama.  The Debtor filed for bankruptcy
                  due to drought and further water supply
                  restrictions.

Chapter 11 Petition Date: November 14, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, GA 30303
                  Tel: (404) 893-3880

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Monrovia - West Coast              Trade                 $716,779
P.O. Box 406964
Atlanta, GA 30384-6964

Wight Nurseries Inc.               Trade                 $689,289
P.O. Box 406964
Atlanta, GA 30384-6964

Pennington Seed, Inc.              Trade                 $435,652
Charlotte Carson
Georgia Division
Madison, GA 30650

Grosouth, Inc.                     Trade                 $386,863
P.O. Box 349
Montgomery, AL 36101-0349

Wenke Greenhouse                   Trade                 $342,922
2525 North 30th Street
Kalamazoo, MI 49004

Border Concepts, Inc.              Trade                 $295,322
P.O. Box 471185
Charlotte, NC 28247

Bosse Concrete Products            Trade                 $275,600
P.O. Box 651255
Charlotte, NC 28265-1255

Sims Bark Company Inc.             Trade                 $213,908

Flowerwood Nursery                 Trade                 $212,657

Greenleaf Nursery Company - Texas  Trade                 $209,607

American Express                   Credit Card           $208,368

CAFFCO - Naturline                 Trade                 $198,500

Sunbelt Greenhouses                Trade                 $190,027

Baskin Nursery, Inc.               Trade                 $186,292

Dudley Nurseries, Inc.             Trade                 $186,105

Pavestone                          Trade                 $185,993

Coweta Greenhouses Inc.            Trade                 $172,285

I.M. Flowers                       Trade                 $165,238

Riverbend Nursery Inc.             Trade                 $156,958

Gerson International               Trade                 $148,565


PLAINS EXPLORATION: Discloses Result of Election by Pogo's Holders
------------------------------------------------------------------
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 was
expected to begin November 13.
   
                     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.  The rating actions
followed the announcement earlier of the successful close of PXP's
acquisition of Pogo.


POGO PRODUCING: Holders Who Voted Cash to Receive $56.53/Share
--------------------------------------------------------------
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 as follows:

   -- 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 was
expected to begin November 13.
   
             About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil        
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.
    
                       About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

                          *     *     *  

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on Plains Exploration & Production Co., and removed from
CreditWatch and withdrew its 'BB' corporate credit rating on Pogo
Producing Co.


QUALIFIED EXCHANGE: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Qualified Exchange Services, Inc.
        aka QES
        c/o Larry L. Bertsch, CPA
        285 East Warm Springs, Suite 102
        Las Vegas, NV 89119

Bankruptcy Case No.: 07-17520

Chapter 11 Petition Date: November 14, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Anthony A. Zmaila, Esq.
                  Santoro Driggs Walch Kearney, et al.
                  400 South Fourth Street, 3rd Floor
                  Las Vegas, NV 89101
                  Tel: (702) 791-0308
                  Fax: (702) 791-1912

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Michael McCormick                  1031 Exchange       $2,515,250
588 Picacho Lane
Santa Barbara, CA 93108

Dave Schott Trust                  1031 Exchange       $2,076,712
3030 Sea Cliff
Santa Barbara, CA 93109

Rosario Perry Cerdoc               1031 Exchange       $1,128,956
312 Pico Boulevard
Santa Monica, CA 90405

Barbara Adams                      1031 Exchange       $1,030,265
2446 Garden Street
Santa Barbara, CA 93105

Howard Hawkes                      1031 Exchange         $734,789
1001 North Ontare Road
Santa Barbara, CA 93105

John Sorrell                       1031 Exchange         $720,015
1115 Coast Village Road
Santa Barbara, CA 93108

Jeff Menelli                       1031 Exchange         $592,402
1 North Calle Caesar Chavez
Santa Barbara, CA 93101

Steve Battaglia                    1031 Exchange         $485,678
205 Carrillo, Suite 100
Santa Barbara, CA 93101

Moneca Pinkett                     1031 Exchange         $200,985

Eric Compton                       1031 Exchange         $168,289

Kalia Rork                         1031 Exchange          $41,888

Jim Ciernia                        1031 Exchange          $25,005

State of California                Trade Debt             $16,699
Franchise Tax Board

State of California                California Payroll      $6,189
Employment Development Dept.       Taxes

Xerox Corp.                        Trade Debt              $5,792

Robert W. Olson, Jr., Esq.         Trade Debt              $5,069

Santa Barbara Magazine             Trade Debt              $3,512

Verizon California                 Trade Debt                $604

Santa Barbara and                  Trade Debt                $593
Santa Ynez Valley


REMY WORLDWIDE: Hires Huron Consulting as Financial Consultant
--------------------------------------------------------------
The Honorable Kevin Carey authorized Remy Worldwide Holdings Inc.
and its debtor-affiliates to employ Huron Consulting Services,
LLC, as its financial consultant, effective as of the Oct. 8, 2007
Petition Date, subject to certain modifications of the firm's
Engagement Letter.

As reported im the Troubled Company Reporter on Nov. 5, 2007,
Huron is expected to assist:

   (a) in a number of general accounting department and
       financial reporting matters including SEC reporting,
       preparation of and supporting notes to financial
       statements and acting as the Debtors' liaison with other
       professional firms for the implementation of fresh start
       reporting requirements and related implementation tasks;

   (b) in establishing operations and financial controls and
       maintaining financial and cash flow budgeting;

   (c) leadership with the financial function of the Debtors,
       including assisting the Debtors in strengthening their
       core competencies; and

   (d) with other matters as may be requested by the Debtors.

Huron has assigned one of its directors, Stuart Walker, to work
with the Debtors.  Mr. Walker has over 18 years of experience in a
wide range of financial advisory roles, including turnaround and
crisis manager, merger and acquisition advisor, and interim chief
financial officer, Kerry A. Shiba, the Debtors' senior vice
president and chief financial officer, related.  

Mr. Walker will lead any additional consultants from Huron as may
be necessary in the future.

Mr. Walker will be paid $13,000 per week, prorated on a daily
basis, for services he will render.

The Debtors will pay for services of the other Huron
professionals at these hourly rates:

      Advisory Services:

        Managing Director                 $680 to $600
        Director                          $575 to $500
        Manager                           $475 to $400
        Associates                        $375 to $300
        Analysts                          $275 to $200

     Project Execution/Support Services:

        Subject Matter Expert             $300 to $200
        Project Execution Team Leader     $175 to $125
        Project Professional              $150 to $105

The Debtors will also reimburse the firm for any necessary out-
of-pocket expenses it incurs.

Huron noted that it received $24,204 from the Debtors for
professional services it performed and expenses it incurred
related to prepetition activities, through Oct. 8, 2007.  

Huron also received a $100,000 retainer to cover services to be
performed and expenses to be incurred in connection with the
Chapter 11 cases.  After application of the retainer to satisfy
$28,697 relating to prepetition professional services and related
expenses, Huron says it currently holds the excess retainer amount
of $71,302 for application toward and payment of postpetition fees
and expenses allowed by the Court.  The retainer will either be
applied to Huron's final invoice or will be refunded at the
conclusion of the engagement.

Huron will be responsible for the overall management, hiring, and
compensation of all consultants to be provided to the Debtors and
will not be considered employees of the Debtors with respect to
benefits and other employment matters, Mr. Shiba said.

The Debtors will provide Huron general indemnity.

The modifications of the firm's Engagement Letter are:

   (a) The provision of the Engagement Letter's General Business
       Terms relating to arbitration in the event of a dispute
       arising between the Debtors and Huron is revised to
       reflect that the provision will apply only to the extent
       that the Bankruptcy Court, or the District Court if the
       reference is withdrawn, does not retain jurisdiction over
       a controversy or claim.

   (b) All requests of Huron for payment of indemnity will be
       made by means of an application and will be subject to
       review by the Court to ensure conformity to the terms of
       the Engagement Letter.  However, in no event will Huron be
       indemnified in the case of its own bad faith or willful
       misconduct.

   (c) The Debtors have no obligation to indemnify Huron, or
       provide contribution or reimbursement to Huron for any
       claim or expense that is (i) judicially determined to have
       arisen from Huron's gross negligence or willful
       misconduct,  or (ii) settled prior to a judicial
       determination as to Huron's gross negligence or willful
       misconduct.

   (d) If, before confirmation of a Chapter 11 Plan or the entry
       of an order closing the Debtors' cases, Huron believes
       that it is entitled to the payment of any amount on
       account of the Debtors' indemnification or reimbursement
       obligations under the Engagement Letter, Huron must file
       an application before the Court.  The Debtors may not pay
       the amount before the entry of an order approving payment.

   (e) The Debtors will not be permitted to indemnify Huron with
       respect to any claims by the Debtors for Huron's breach of
       the Engagement Letter.

   (f) In the event that Huron seeks reimbursement for attorney's
       fees pursuant to the Engagement Letter, the invoices and
       supporting time records will be included in Huron's own
       monthly fee statement and will be subject to the same
       payment procedures applicable to professionals in the
       Debtors' cases.

   (g) Paragraph 8 of the Engagement Letter's General Business
       Terms will apply solely to claims of Huron and the Debtors
       against each other, and will not apply if the Debtors or a
       representative of the estates asserts a claim for Huron's
       own bad faith or willful misconduct.  Additionally, the
       phrase "for the portion of the engagement giving rise to
       liability" is deleted from that paragraph.

Michael C. Sullivan, managing director of Huron, assured the
Court that his firm does not have an interest materially adverse
to the interest of the Debtors' estates and thus, is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                       About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/  
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide 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.  Greenbert Traurig, LLP, is the Debtors' special corporate
advisory and litigation counsel, and Ernst & Young LLP, 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. 6, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


REMY WORLDWIDE: U.S. Trustee Balks at Schedules Filing Extension
----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asks the U.S. Bankruptcy Court for the District of Delaware to
deny the request of Remy Worldwide Holdings Inc. and its debtor-
affiliates to extend the filing of their Schedules and Statements
to Dec. 22, 2007.

The U.S. Trustee complains that the Debtors provided no
explanation unique to their Chapter 11 cases as to why a deviation
from the 30-day standard for filing Schedules and Statements is
justified, or if any extension is justified as to why the Debtors
are entitled to a permanent waiver of that requirement upon
confirmation of the proposed Plan of Reorganization.

To recall, the Debtors sought a 45-day extension to file their
Schedules and Statements and sought authority for a permanent
waiver of the obligation to file their Schedules assuming that
they confirm their Reorganization Plan prior to the expiration of
that extended period.

The Debtors, the U.S. Trustee notes, only cited standard reasons
as "cause" for the granting of the 45-day extension.  The Debtors
asserted that their cases are big and complex and that their
professionals are busy with other matters at the beginning of the
cases, William K. Harrington, Esq., of the U.S. Department of
Justice, points out.

The U.S. Trustee emphasizes that the nature and pace of the
Debtors' cases require a prompt deadline for filing Schedules and
Statements.  

The Debtors have filed a comprehensive Disclosure Statement and
complete creditor matrix on the Petition Date, Mr. Harrington
reminds the Court.  "Accordingly, the bulk of the information
necessary for the Debtors to complete their Schedules and
Statements has already been compiled and should be readily
available," he says.

Moreover, by seeking a permanent waiver of the requirement to
file their Schedules and Statements, Mr. Harrington contends, the
Debtors are seeking to dispense with their obligation to advise
creditors as to their position as to the extent and nature of the
creditors' claims which are being discharged under the Plan.  
Although the Debtors have filed a seemingly comprehensive
Disclosure Statement, no information is provided by the Debtors
as to what is owed to individual creditors, Mr. Harrington tells
the Court.

The U.S. Trustee tells the Court that it would not object to an
extension of 30 days for the preparation of the Debtors'
Schedules and Statements, without prejudice to the Debtors'
rights to request a further extension.

The U.S. Trustee also urges the Court not permit the Debtors to
seek a bar date for filing proofs of claim under Rule 3003(c)(2)
of the Federal Rule of Bankruptcy Procedure until accurate
Schedules and Statements are filed.  If a bar date is set, the
Debtors will have effectively shifted the burden of quantifying
and establishing for all creditors the nature and extent of their
Claims as every creditor seeking a distribution under the Plan
will be compelled to file a proof of claim to establish its
Claim, Mr. Harrington argues.

                       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.  Greenbert Traurig, LLP, is the Debtors' special corporate
advisory and litigation counsel, and Ernst & Young LLP, 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. 6, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


REMY WORLDWIDE: Wants to Sell Knopf Business for $18.5 Million
--------------------------------------------------------------
Remy Worldwide Holdings Inc. seek the authority of the U.S.
Bankruptcy Court to sell substantially all of the assets of
Debtors M&M Knopf Auto Parts LLC and Reman Holdings L.L.C. to
Knopf Automotive LLC, free and clear of all liens, claims, and
encumbrances.  

The Debtors also ask the Court for authority to assign certain
unexpired leases in connection with the proposed Knopf Sale.

M&M Knopf is in the business of selling used starter and
alternator cores, scrap metal, and other remanufactured car
parts.  As part of their expansion and diversification efforts,
the Debtors acquired M&M Knopf in 2000.

                        Marketing Efforts   

The Knopf operations, according to Douglas P. Bartner, Esq., at
Shearman & Sterling LLP, in New York, is capital intensive and if
the Debtors were to continue to operate the Business, significant
additional capital infusions would be needed.

Thus, by March 2006, the Debtors decided to to pursue options for
divesting the Knopf Business.  The Debtors engaged W.Y. Campbell
to perform a market  analysis and make recommendations regarding
the best market and method for divesting the Knopf Business.  

Upon analysis, W.Y. Campbell concluded that Heywood and Marshall
Knopf were the most logical purchasers and were the most likely
to pay the highest and best price for the Knopf Business.

Heywood Knopf, Marshall Knopf and Michael Knopf previously owned
the Business and sold their interest in it to the Debtors in
March 2000, Mr. Bartner explains.  Mr. H. Knopf served as chief
executive officer of M&M Knopf until March 2006, and Mr. Marshall
Knopf as president of M&M Knopf until December 2005.

The market for the assets of the Knopf Business is small, Mr.
Bartner notes, and W.Y. Campbell took into consideration the fact
that one of the Business' integral assets is a contract for
distribution with an aftermarket original equipment manufacturer
-- the Saginaw Distribution Agreement -- which depends upon
maintaining a business relationship with Heywood Knopf.

The Saginaw Distribution Agreement generates the majority of the
positive EBIT for the Knopf Business and without the benefit of
that personal relationship with Mr. Knopf, when the Saginaw
Distribution Agreement was set to expire in accordance with its
terms, the original equipment manufacturer would not have renewed
its agreement with M&M Knopf, the Debtors note.  

Also, the Debtors understand and believe that Mr. Knopf was
planning to open a competing venture upon the expiration of a
non-compete agreement -- which would have significantly diluted
the market for the products of the Knopf Business.

Moreover, the Knopfs are currently the landlords on five of the
six leases for properties where the Knopf Business operates, and
Debtor M&M Knopf is currently paying above-market rent on some or
all of those leases, Mr. Bartner notes.  The proposed Sale, he
contends, relieves the Debtors from continued performance under
costly leases.

                      Knopf Purchase Agreement

Accordingly, after engaging in arm's-length and good faith
negotiations, Debtors M&M Knopf and Reman Holdings, as
shareholder, entered into an Asset Purchase Agreement with Knopf
Automotive on Nov. 6, 2007, for the sale of the Knopf Business.

Under the APA, the Debtors have agreed to sell substantially all
of M&M Knopf's assets for $16 million, plus a working capital
adjustment expected to be approximately $2.5 million, for a total
expected purchase price of approximately $18.5 million.

If the working capital as of closing is less than $24,296,500,
the Purchase Price will be decreased by the difference between
that amount and the value of the working capital.

If the working capital as of closing is greater than $24,296,500,
the Purchase Price will be increased by an amount -- the Excess
Working Capital Amount -- equal to 50% of that excess, and M&M
Knopf will pay to Knopf Automotive the Excess Working Capital
Amount; provided that in no event will the Excess Working Capital
Amount exceed $1 million.

The Assets to be sold to Knopf Automotive include:

   * all accounts receivable of M&M Knopf, other than the HR&M
     receivable.  The HR&M receivable refers to that portion of
     the receivable from HR&M that is subject to a civil claim
     filed by M&M Knopf against HR&M;

   * all inventory;

   * all supplies, equipment, vehicles, machinery, furniture,
     fixtures, leasehold improvements and other tangible
     property used by M&M Knopf in connection with its business;

   * all of M&M Knopf's right, title and interest in and to
     certain identified contracts; all utility, security and
     other deposits and prepaid expenses;

   * M&M Knopf's permits and other authorizations of governmental
     authorities and third parties, licenses, telephone numbers,
     customer lists, and vendor lists, advertising materials and
     data, together with all books, operating data and records of
     M&M Knopf;

   * all rights in respect of the identified real property leased
     by M&M Knopf;

   * M&M Knopf's identified bank accounts; and

   * M&M Knopf's identified telephone numbers.

The M&M Knopf Assets to be sold will not include:

   * all cash and cash equivalents, except as identified,
     securities, negotiable instruments of M&M Knopf on hand; in
     lock boxes; in financial institutions or elsewhere;
     including all cash residing in any collateral cash account
     securing any obligation or contingent obligation of M&M
     Knopf or any affiliate;

   * any rights to tax refunds, credits or similar benefits
     attributable to excluded assets;

   * M&M Knopf's seal, minute books, charter documents, stock or
     equity records books and other books and records as pertain
     to the organization, existence or capitalization of M&M
     Knopf, as well as any other records or materials relating to
     M&M Knopf generally and not involving or related to the
     assets or the operations of M&M Knopf's business;

   * all rights of M&M Knopf under the Asset Purchase Agreement,
     the 2000 purchase agreement or the ancillary agreements;

   * tax returns of M&M Knopf, other than those relating to
     solely to the assets;

   * all current and prior insurance policies of M&M Knopf;

   * any identified right, property or asset; and

   * the HR&M Receivables.

At the closing, Knopf Automotive will assume, and agree to satisfy
and discharge all liabilities:

   -- reflected on the Closing Date Balance Sheet;

   -- of M&M Knopf arising under the identified contracts assumed
      by Knopf Automotive;

   -- for product warranty service claims relating to products
      manufactured, tested, marketed, distributed or sold by M&M
      Knopf; and

   -- in respect of any and all accounts payable and accrued
      expenses of M&M Knopf reflected on the Closing Date Balance
      Sheet.

M&M Knopf will retain and will be responsible for paying,
performing and discharging, among others, its liabilities:

   -- relating to the excluded assets;

   -- relating to its employees not hired by Knopf Automotive;

   -- on taxes arising as a result of M&M Knopf's obligations of
      its business or ownership of the assets prior to closing;

   -- on all taxes arising as a result of the transactions
      consummated pursuant to the APA;

   -- on products liability claims relating to products sold by
      M&M Knopf after March 10, 2000 and before the closing date;
      and

   -- on retained environmental obligations.

The closing of the proposed Sale is contemplated to occur no
later than Dec. 4, 2007, in advance of the proposed effective
date for the Plan.

A full-text copy of the Knopf Asset Purchase Agreement and a list
of the Contracts to be assumed and assigned are available for
free at http://ResearchArchives.com/t/s?2557

                        Sale is Warranted

"[B]y selling the Business as a going-concern enterprise instead
of liquidating, the Debtors are generating at least $10 million
more for the chapter 11 estates . . . ," Mr. Bartner says.

As of Sept. 30, 2007, the book value of the Knopf Business was
approximately $26.5 million.  As a result, at an $18.5 million
purchase price, the Debtors will incur an approximately
$8 million loss.  By selling the Business, Mr. Bartner notes, the
Debtors will not need to make the significant investment that
would have otherwise been necessary to make the Business
profitable if they  retained it.  But if the Debtors were forced
to liquidate the Business, they would incur significant wind-down
expenses associated with ceasing operations totaling
approximately $7,000,000.

Additional grounds, Mr. Bartner presents, supporting the Debtors'
business judgment to exit the Business are:

   (i) the Business is not a core business unit in the Debtors'
       future strategy;

  (ii) significant inventory risks exist with respect to
       valuation and commodity prices for scrap;

(iii) general business practices in the industry create
       unreasonable cash control risks;

  (iv) there are historical problems with respect to inventory
       controls and frequent write-downs of inventory; and

   (v) there is potential legal title exposure in inventory
       relating to unreliable sources of product.

"[On the contrary, the failure of the Debtors to close the
transaction prior to the Plan Effective Date would threaten the
success of the Debtors' prepackaged Plan of Reorganization," Mr.
Bartner points out.

The Debtors assert that no auction is needed because Knopf
Automotive is the most logical buyer.  The Knopfs have a long
history of and specialized knowledge of the Business and its
customers, the Debtors point out.

The Court will convene a hearing on Nov. 20, 2007, to consider the
Debtors' request.  Any party-in-interest who opposes the request
can file a formal objection until Nov. 15, 2007.

                       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.  Greenbert Traurig, LLP, is the Debtors' special corporate
advisory and litigation counsel, and Ernst & Young LLP, 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. 6, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


RIGHT-WAY DEALER: Judge Somma Approves Disclosure Statement
-----------------------------------------------------------
The Honorable Robert Somma of the U.S. Bankruptcy Court for the
District of Massachusetts approved, on Nov. 8, 2007, the
Disclosure Statement explaining Left-Way Corporation fka Right-Way
Dealer Warehouse, Inc.'s Chapter 11 Plan of Reorganization.

On April 2007, the Court approved the sale of substantially all of
the Debtor's assets to Five Star Products, Inc.  The Debtor
received approximately $960,000 from the sale after payment of the
claims of Bank of America, N.A., which held a first priority lien
on all of the Debtor's assets.  All of the Debtor's remaining
tangible assets were sold.

The Plan contemplates distributions to creditors from the proceeds
of the sale and from the liquidation of the Debtor's remaining
assets.

In general, the Plan calls for the holders of allowed secured
claims to either be paid the full amount of their secured claims,
or to receive their collateral back in satisfaction of their
claims.  Pursuant to the order approving the sale, the Debtor has
already paid the bank's claims in full.

Non-tax priority and administrative claims will receive the
treatment required by the Bankruptcy Code unless they agree to
some other treatment.

The Debtor estimates that non-priority unsecured claims will
receive between 8% and 20% of their allowed claims, depending on
the success of the estates' avoidance actions.

The Debtor's equity interests will be cancelled on the effective
date of the Plan.

The Plan also provides for the appointment of a liquidating
supervisor who will hold, collect, liquidate, and administer the
Debtor's remaining assets, including settlement proceeds, and
distribute the cash obtained from the sale and from such remaining
assets to creditors.  The Official Committee of Unsecured
Creditors chose Craig R. Jalbert as the liquidating supervisor.

Judge Somma also set Dec. 10, 2007, as the voting deadline for all
entities and persons entitled to vote for the Plan.  The ballots
should be delivered to:

      D. Ethan Jeffery, Esq.
      Hanify & King, P.C.
      One Beacon Street, 21st Floor
      Boston, MA 02108
      Tel: (617) 423-0400
      Fax: (617) 423-0498
      http://www.hanify.com/

                     About Right-Way Dealer

Based in Norwood, Massachusetts, Right-Way Dealer Warehouse Inc.
is a wholesaler of hardware, paints, varnishes, and supplies.  The
Debtor filed for chapter 11 protection on Jan. 22, 2007 (Bankr. D.
Mass. Case No. 07-10355).  Christian J. Urbano, Esq., D. Ethan
Jeffery, Esq., and Harold B. Murphy, Esq., at Hanify & King, P.C.,
represent the Debtor in its restructuring efforts.  Charles A.
Dale, III, Esq., Elisabeth Schreuer, Esq., and John G. Loughnane,
Esq., at McCarter & English, LLP, represent the Official Committee
of Unsecured Creditors in the bankruptcy case.  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts between $1 million and $100 million.


RIVER RADIOLOGY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: River Radiology, P.L.L.C.
             5002 Crossings Circle
             Mt. Juliet, TN 37122

Bankruptcy Case No.: 07-08510

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Radiology & Nuclear Medicine Associates,   07-08512
        P.C.

Type of Business: The Debtors provides medical imaging services.  
                  See http://www.riverradiology.net/

Chapter 11 Petition Date: November 15, 2007

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtors' Counsel: Robert James Gonzales, Esq.
                  Mglaw P.L.L.C.
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
River Radiology, P.L.L.C.    $100,000 to           $1 Million to
                             $1 Million            $100 Million

Radiology & Nuclear          $100,000 to           $1 Million to
Medicine Associates, P.C.    $1 Million            $1 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


RITCHIE (IRELAND): Auction Sale of Policies Deferred to Dec. 10
---------------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and
Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd. moved
the auction sale of a pool of life settlement policies a month
later, from Nov. 9, 2007, to Dec. 10, 2007, Bill Rochelle of
Bloomberg News reports.

The hearing to consider the results of the sale has been set for
Dec. 13, 2007, Bloomberg relates.

As reported in the Troubled Company Reporter on Oct. 8, 2007, the
U.S. Bankruptcy Court for the Southern District of New York
approved the procedures proposed by the Debtors for the sale those
policies, which constitutes all or substantially all of the
Debtors' assets.

To participate in the auction, initial overbids must be in an
amount of at least $1 million for any Ritchie I Asset Pool,
$.5 million for any Ritchie II Asset Pool and $3 million for a
bid on all the assets.

The Debtors sought Houlihan Lokey Howard & Zukin Capital Inc.'s
services in the sale process.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.  
The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Jan. 16, 2008.


SEQUOIA MORTGAGE: Fitch Affirms Ratings on 18 Cert. Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on Sequoia Mortgage Funding
Corporation mortgage pass-through certificates:

Series 2005-1

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

Series 2005-2

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 rated 'B', placed on Rating Watch Negative.

Series 2005-3

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

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $277 million of outstanding certificates.

Class B-5 from series 2005-2, with a balance of approximately
$468,000, was placed on Rating Watch Negative due to the high
balance of loans with serious delinquencies.  The pool has 2.40%
of the outstanding pool balance in foreclosure, while the CE of
the affected B-5 bond is currently 1.28%.  Fitch will closely
monitor this transaction to see how these loans move through the
delinquency pipeline.

As of the October 2007 distribution date, series 2005-1, 2005-2
and 2005-3 are seasoned 33, 32 and 30 months, respectively, and
the pool factors (current principal balance as a percentage of
original) are approximately 26%, 22% and 25%, respectively.

The underlying collateral for Sequoia Mortgage Funding Corporation
transactions consists of prime adjustable-rate mortgage loans
indexed to one- and six-month LIBOR.  The mortgage term is
typically 25 or 30 years with a 3-, 5- or 10-year interest-only
period.  The loans are acquired from various originators by a
subsidiary of Redwood Trust Inc., a mortgage real estate
investment trust  that invests in residential real estate loans
and securities.  The master servicer for the above deals is Wells
Fargo Bank, N.A., which is currently rated 'RMS1' by Fitch.


SIERRA TRANSIT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sierra Transit Mix, Inc.
        North Highway 85
        Las Vegas, NM 87701

Bankruptcy Case No.: 07-12887

Chapter 11 Petition Date: November 15, 2007

Court: District of New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: James A. Askew, Esq.
                  William J. Arland, Esq.
                  Rodey Dickason Sloan Akin & Robb, P.A.
                  P.O. Box 1888
                  Albuquerque, NM 87103-1888
                  Tel: (505) 768-7351
                  Fax: (505) 768-7358

Total Assets: $4,611,560

Total Debts:  $839,721

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
State of New Mexico                                      $383,787
P.O. Bo 25128
Santa Fe, NM 87504

Ross Oil Co., Inc.                                        $96,327
P.O. Box 188
Las Vegas, NM 87701

Tim D. Burrell, CPA                                       $73,041
CACG, P.C.
1303 Rio Grande Boulevard
Northwest, Suite 7
Albuquerque, NM 87104

Strum & Associates                                        $53,260

Downey & Company                                          $50,510

Mountain States Mutual
Casualty Co.

Apache Construction Co., Inc.      Trade Debt             $11,765

San Miguel County Treasurer        Trade Debt             $11,133

New Mexico Department of Labor     Trade Debt              $5,000

U.S. Department of Labor                                   $3,300

Internal Revenue Service                                   $2,822

Southwest Construction                                     $1,038
Parts, Inc.

Associated Contractors of                                    $675
New Mexico

State of New Mexico                                          $543

Industrial & Mine                                            $325
Supply Co., Inc.

Pitney Bowes                                                 $296

State of New Mexico                                          $252

Ace Rebar, Inc.                                              $150

San Miguel County Clerk                                       $36

City of Las Vegas                                             $36


SONICBLUE INC: Court Fixes December 7 as Admin. Claims Bar Date
---------------------------------------------------------------
The Honorable Marilyn Morgan of the U.S. Bankruptcy Court for the
Northern District of California fixed Dec. 7, 2007 as the deadline
for filing administrative claims against SONICBlue Inc. and its
debtor-affiliates.

The Court's order applies only to administrative claims that arose
in the Debtors' bankruptcy cases between March 21, 2003 and
April 17, 2007, the date of the Chapter 11 Trustee's appointment.

                         About SONICblue

Based in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems Inc., ReplayTV Inc., and Sensory Science
Corporation, filed for Chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  When the
Debtors filed for protection from their creditors, they listed
assets totaling $342,871,000 and debts totaling $335,473,000.

The Court disqualified Pillsbury Winthrop Shaw Pittman LLP as the
Debtors' bankruptcy counsel, and instead appointed Dennis J.
Connolly as the Chapter 11 trustee in the Debtors' cases.


SONICBLUE INC: Trustee Reconstitutes Unsecured Creditors Panel
--------------------------------------------------------------
The Honorable Marilyn Morgan of the U.S. Bankruptcy Court for the
Northern District of California gave authority to the U.S. Trustee
for Region 17 to reconstitute the Official Committee of Unsecured
Creditors in SONICBlue Inc. and its debtor-affiliates' bankruptcy
cases.

The Committee is now composed of:

   1) Korea Export Insurance Corporation
      Attn: Patrick Shin
      915 Wilshire Boulevard, Suite 1640
      Los Angeles, CA 90017
      Tel: (213) 622-4314
      Fax: (213) 622-5316

   2) Riverside Contracting LLC & Riverside Claims LLC
      Elliott H. Herskowitz, Managing Member
      c/o ReGen Capital, LLC
      2109 Broadway, Suite 206
      New York, NY 10023
      Tel: (212) 501-0990
      Fax: (212) 501-7088

   3) Synnex K.K.
      Takeo Ikijiri, President
      3-2-5, Ueno, Taitou-ku
      Tokyo, 110-0005
      Japan
      Tel: 81-3-5688-2381
      Fax: 81-3-5688-2387

   4) TLI Holdings, Inc.
      Attn: Robert A. Weissman
      Vice Presdient and General Counsel
      14500 Avion Parkway, Suite 300
      Chantilly, VA 20151
      Tel: (703) 818-3251
      Fax: (703) 817-1157

   5) Michelle Miller
      6114 LaSalle Avenue, Suite 310
      Oakland, CA 94611-2802
      Tel: (703) 510-6923
      Fax: (510) 291-2267

   6) York Capital Opportunity Fund
      Attn: Michelle Yi, Associate
      767 Fifth Avenue, 17th Floor
      New York, NY 10153
      Tel: (212) 300-1300
      Fax: (212) 300-1302

                         About SONICblue

Based in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems Inc., ReplayTV Inc., and Sensory Science
Corporation, filed for Chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  When the
Debtors filed for protection from their creditors, they listed
assets totaling $342,871,000 and debts totaling $335,473,000.

The Court disqualified Pillsbury Winthrop Shaw Pittman LLP as the
Debtors' bankruptcy counsel, and instead appointed Dennis J.
Connolly as the Chapter 11 trustee in the Debtors' cases.


ST GERMAIN: Completed Wind-Down Cues Fitch to Withdraw Rating
-------------------------------------------------------------
Fitch Ratings has withdrawn its rating on the capital note program
for St. Germain Holdings, Ltd.  This is due to the completion of
the wind-down of St. Germain's operations and is effective
immediately.

The action is the last in a series of actions on the capital notes
in recent weeks.


SUNCOAST ROOFERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Suncoast Roofers Supply, Inc.
        14212 North Nebraska Avenue
        Tampa, FL 33613

Bankruptcy Case No.: 07-11039

Type of Business: The Debtor is a roofing contractor.
                  See http://www.suncoastrooferssupply.com/

Chapter 11 Petition Date: November 14, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Russell M. Blain, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
GAF Building Materials Corp.              $5,904,517
2600 Singleton Boulevard
Dallas, TX 75212

Carlisle Coatings & Waterproof            $5,515,151
P.O. Box 7000
Carlisle, PA 17013

Owens Corning Sales, LLC                  $3,492,937
1035 Talleyrand Avenue
Jacksonville, FL 32206

Anchor Matchon, LLC                       $2,334,948
2222 Ponce De Leon Boulevard
Suite M 200
Miami, FL 133134

Certainteed Corp.                         $1,510,586
P.O. Box 860
Valley Forge, PA 19482

Johns Manville Corp.                      $1,301,293
P.O. Box 500597
St. Louis, MO 63150

Elk Corp.                                   $980,613
P.O. Box 845332
Dallas, TX 75284-5332

Continental Materials, Inc.                 $966,061
1614 Old York Road, 2nd Floor
Abington, PA 19001

Hunter Panels, LLC                          $791,611
15 Franklin Street
Portland, ME 04101

Polyglass Roofing Systems                   $722,924
150 Lyon Drive
Fernley, NV 89408

Tamko Asphalt Products, Inc.                $684,367
P.O. Box 801120
Kansas City, MO 64180-1120

Florida Department of Revenue               $410,000
P.O. Box 6527
Tallahasee, FL 32314

Millennium Metals, Inc.                     $405,580
10200 Eastport Road
Jacksonville, FL 32218

American Express                            $311,929
P.O. Box 360001
Fort Lauderdale, FL 33336-0001

Monier Lifetile                             $306,626
7575 Irvine Center Drive
Irvine, CA 92618

Hanson Roof Tile                            $294,679
East Region
P.O. Box 905438
Charlotte, NC 28290

Warrior Roofing Manufacturing               $239,805

Tarco, Inc.                                 $238,656

Polyfoam Products, Inc.                     $225,824

Atlas Roofing Corp.                         $217,009


TENNECO INC: Receives $474 Mil. Tenders for 10-1/4% Sr. Notes
-------------------------------------------------------------
Tenneco Inc. disclosed that as of 5:00 p.m., New York City time,
on Nov. 15, 2007, a total of $474 million in aggregate principal
amount of its 10-1/4% Senior Secured Notes due 2013 (CUSIP
880349AD7) have been tendered pursuant to its tender offer for up
to $230 million aggregate principal amount of notes.
    
As such, the requisite consents of holders of a majority in
principal amount of notes required to adopt the proposed
amendments to the indenture governing the notes have been
received, and the company and the trustee executed a supplemental
indenture to effect the proposed amendments described in the Offer
to Purchase and Consent Solicitation Statement dated Nov. 1, 2007.

Accordingly, tendered notes may no longer be withdrawn
and consents delivered may no longer be revoked, except in the
limited circumstances described in the offer to purchase.
    
Based on the results, more than $230 million principal amount of
notes have already been tendered, so the amount of notes that will
be purchased will be prorated based on the aggregate principal
amount of notes validly tendered in the tender offer on or before
the expiration date.
    
In addition, the pricing terms of the offer were also set.  As
such, the total consideration for each $1,000 principal amount of
notes validly tendered and not withdrawn prior to the Consent Date
is $1,087.09, which includes a consent payment of $30.

The total consideration was determined by reference to a fixed
spread of 50 basis points over the bid side yield of the 5-1/8%
U.S. Treasury Note due June 30, 2008, which was calculated at 2:00
p.m., New York City time, on Nov. 15, 2007.  The reference yield
and the offer yield are 3.581% and 4.081%.
    
Holders who tender their notes after the Consent Date but on or
prior to the expiration date for the offer, and whose notes are
accepted for purchase, will receive the related tender offer
consideration as defined in the offer to purchase, but will not
receive the related consent payment.
    
The offer remains open and is scheduled to expire at midnight, New
York City time, on Nov. 30, 2007, unless extended.  In addition,
accrued and unpaid interest on the notes up to but not including
the settlement date for the offer, which is expected to be on or
about Dec. 3, 2007, will be paid in cash on validly tendered notes
accepted for purchase.
    
The tender offer is conditioned on the satisfaction or waiver
prior to the acceptance date of customary conditions, including
Tenneco having received from the offer and sale of new notes, on
terms and conditions acceptable to it in its sole discretion,
funds sufficient to consummate the offer.  The company expects to
close on an offering of new 8-1/8% Senior Notes due 2015 on or
about Nov. 20, 2007.
    
Copies of the complete terms and conditions of the tender offer
and consent solicitation may be obtained by contacting Global
Bondholder Services Corporation, the information agent for the
offer, at (212) 430-3774 (collect) or (866) 873-5600 (U.S. toll-
free).

Banc of America Securities LLC and Citi are the dealer managers
and solicitation agents for the tender offer and consent
solicitation.  Additional information concerning the tender offer
and consent solicitation may be obtained by contacting Banc of
America Securities LLC, High Yield Special Products, at (704) 388-
4813 (collect) or (888) 292-0070 (U.S. toll-free) and Citigroup
Global Markets Inc. at (800) 558-3745 (toll-free).

                        About Tenneco Inc.

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and     
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has approximately
19,000 employees worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings has placed Tenneco Inc.'s Issuer Default Ratings and
securities ratings on Rating Watch Negative.  Fitch confirmed
these ratings: (i) IDR 'BB-'; (ii) Senior secured bank facility
'BB+'; (iii) Senior secured notes 'BB'; and (iv) Subordinated 'B'.


TOUSA INC: Gets NYSE Noncompliance Notice on Common Stock Value
---------------------------------------------------------------
TOUSA Inc. received notice from the NYSE, on Nov. 12, 2007, that
it was not in compliance with NYSE continued listing requirements
because the average closing share price of the company's common
stock over a consecutive 30-trading day period was less than
$1.00.

Under an NYSE rule that became effective on March 5, 2007, the
NYSE has halted trading TOUSA Inc.'s common stock when trades were
reported at a price of below $1.05.

Trading will not resume on the NYSE until the company's common
stock has traded on another market for at least one entire trading
day at a price at or above $1.10.  While TOUSA's common stock has
continued to trade on other markets pursuant to unlisted trading
privileges, such unlisted trading may not continue and may not
reach $1.10 per share.

The NYSE has minimum continuing listing standards that it requires
of its listed companies including thresholds regarding stock
price, market capitalization combined with minimum stockholders
equity and total market value.

The NYSE also noted that the company's absolute market value was,
based on a closing price of $0.35 on Nov. 9, 2007, only $20.9
million and that it would immediately initiate suspension and
delisting procedures if the 30-trading day average was below $25.0
million.

A third continued listing standard requires a 30 average trading
day market capitalization of not less than $75 million and
stockholders' equity of at least $75 million.  TOUSA is now below
this standard and anticipates being notified by the NYSE of such
failure.

Finally the company was notified by the NYSE that delisting
procedures may be instituted if its stock trades at an "abnormally
low" price.

The company intends to take actions to re-attain compliance or
request a review of the delisting decision by the NYSE.  TOUSA
said that it may not be successful with its efforts.

If the company's common stock is delisted from the NYSE, TOUSA may
apply to have its shares quoted on NASDAQ's Bulletin Board or in
the "pink sheets" maintained by the National Quotations Bureau
Inc.  The Bulletin Board and the pink sheets are considered to be
less efficient markets than the NYSE.

In addition, if the company's shares are no longer listed on the
NYSE or another national securities exchange in the United States,
the company's shares may be subject to the "penny stock"
regulations.  If TOUSA's common stock were to become subject to
the penny stock regulations, it is likely that the price of its
common stock would decline and that its stockholders would find it
difficult to sell their shares.

If the company's shares are delisted from the NYSE, this will
constitute a "change of control" under its credit agreements,
which is an event of default.  The lenders may terminate the
company's right to borrow and declare the loans to be due and
payable.

                      About TOUSA Inc.

TOUSA Inc. (NYSE: TOA) -- http://www.tousa.com/-- is a    
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets detached single-family residences,
town homes, and condominiums to a diverse group of homebuyers,
such as "first-time" homebuyers, "move-up" homebuyers, homebuyers
who are relocating to a new city or state, buyers of second or
vacation homes, active-adult homebuyers, and homebuyers with grown
children who want a smaller home.  It also provides financial
services to its homebuyers and to others through its subsidiaries,
Preferred Home Mortgage Company and Universal Land Title Inc.

                          *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on TOUSA Inc. to 'CCC+' from 'B' and removed it from
CreditWatch, where S&P had placed it with negative implications on
April 9, 2007, following the announcement of a pending settlement
with creditors of the company's EH/Transeastern LLC joint venture.  
In addition, S&P lowered the senior unsecured debt rating to 'CCC-
' from 'B-' and the subordinated debt rating to 'CCC-' from
'CCC+'.


TOUSA INC: Fitch Lowers Issuer Default Rating to C from CC
----------------------------------------------------------
Fitch Ratings has downgraded TOUSA, Inc. Issuer Default Rating to
'C' from 'CC'.  These ratings have been affirmed:

  -- Secured revolving credit facility at 'CCC/RR2';
  -- First lien secured term loan at 'CCC/RR2';
  -- Second lien secured term loan at 'C/RR5';
  -- Senior unsecured notes at 'C/RR6';
  -- Senior subordinated notes at 'C/RR6';
  -- Preferred stock at 'C/RR6'.

All ratings remain on Rating Watch Negative.

Fitch's Recovery Rating of '2' on TOUSA's $700 million secured
revolving credit facility and $200 million secured first lien term
loan indicates superior (70%-90%) recovery prospects for holders
of this debt issue.  The 'RR5' on TOUSA's $300 million secured
second lien term loan indicates below average recovery prospects
(10%-30%) in a default scenario.  The 'RR6' on TOUSA's senior
unsecured notes, senior subordinated notes and preferred stock
issuance indicates poor (0%-10%) recovery prospects.  Fitch
applied a liquidation value analysis for these recovery ratings.

TOUSA announced a net loss of $619.7 million, which included a
$40.7 million increase in the pre-tax loss contingency relating to
its Transeastern JV settlement and $530.6 million of pretax
charges resulting from goodwill impairments and the write-down of
assets including, inventory impairments of investments in
unconsolidated joint ventures, and write-off of deposits and
abandonment costs.  As of Sept. 30, 2007, TOUSA had stockholders'
equity of $48.3 million.

The downgrade of TOUSA's IDR reflects the substantial doubt about
the company's ability to continue as a going concern.   The
company is considering all available in and out of court
restructuring and reorganization alternatives, including a
possible Chapter 11 filing.  Such alternatives include, among
other things, restructuring its capital structure through the
exchange of some or all of its outstanding indebtedness for equity
in the company. TOUSA's ability to continue as a going concern
will depend upon its ability to restructure its capital structure
including exchanging a large portion of the company's outstanding
indebtedness for equity.  The company has asked its bondholders to
organize as a group in order to discuss such restructuring and
reorganization alternatives and the company has commenced
discussions with its representatives, although these discussions
are at a very early stage.

TOUSA's ratings remain on Rating Watch Negative for the
possibility of further actions.  The company continues to face
challenging housing conditions in most of its markets and a turn-
around in the near term is unlikely.  The completion of the
Transeastern JV global settlement left TOUSA in a highly leveraged
position at a time when housing market conditions are extremely
depressed.  The company's liquidity position also remains
uncertain as the company faces further possible covenant
violations under its bank credit agreements and bond indentures.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


TOUSA INC: Moody's Lowers Corporate Family Rating to Ca
-------------------------------------------------------
Moody's Investors Service lowered the ratings of Tousa, Inc.,
including its corporate family rating to Ca from Caa2.  The
outlook is negative.

The downgrades reflect the substantial questions surrounding the
company's viability as an ongoing concern, given the considerable
write downs and virtual elimination of its net worth, weak macro
environment, ongoing losses, high debt leverage, elevated
inventory levels, continued non-compliance with bank covenants,
potential delisting of its shares from the NYSE, and negative cash
flow.

These rating changes were made:

   * Corporate family rating lowered to Ca from Caa2

   * Probability of default rating lowered to C from Caa2

   * Rating on first lien senior secured term loan lowered to
     Caa1 (LGD2, 19%) from B2 (LGD2, 19%)

   * Rating on second lien senior secured term loan lowered to
     Ca (LGD4, 52%) from Caa2 (LGD4, 52%)

   * Senior unsecured notes' rating lowered to C (LGD5, 72%) from
     Caa3 (LGD5, 72%)

   * Senior subordinated notes' rating lowered to C (LGD6, 91%)
     from Ca (LGD6, 91%)

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
builds and sells single family homes largely for the move-up
homebuyer.  It also operates captive mortgage origination and
title insurance service companies.  It is 67%- owned by Technical
Olympic S.A. Homebuilding revenues and EBITDA for the nine-month
period ended Sept. 30, 2007 were approximately $1.6 billion and
$144 million, respectively.


TRIPLE CROWN: Host Sale Prompts S&P's Negative CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Triple
Crown Media LLC, including the 'B' corporate credit rating, on
CreditWatch with negative implications.  The action follows the
company's announcement of the sale of its Host Communications Inc.
businesses.
     
While the transaction will result in repayment of a significant
portion of first-lien debt and temporarily improve credit
measures, Triple Crown will be more reliant on the newspaper
industry for EBITDA generation.  Newspaper publishers have faced
challenging operating conditions across the country due
to declining advertising revenue and circulation, a portion of
which S&P believe stems from a secular shift away from print
media.  The local nature of Triple Crown's newspapers, however,
somewhat temper this concern.  Local papers have fared best in the
current climate because they remain an important source for local
news and advertising.
      
"While Triple Crown's credit measures will improve after the sale,
we are concerned about the company's ability to remain in
compliance with bank covenants in 2008 given step-up provisions
after the December 2007 and June 2008 quarters," noted Standard &
Poor's credit analyst Guido DeAscanis.  "In particular, interest
coverage remains under pressure given the high cost of the second-
lien debt in the capital structure."
     
Triple Crown will seek to refinance its bank debt in the near
term, and S&P will consider any proposed revisions to the capital
structure, along with management's intermediate-term business and
financial strategies, as part of S&P's review.


TROPICANA ENTERTAINMENT: S&P Affirms 'B' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's revised its rating outlooks on Tropicana
Entertainment LLC and its unrestricted subsidiary, Tropicana Las
Vegas Resort & Casino LLC, to negative from stable.  Ratings on
the companies, including the 'B' corporate credit rating on each
entity, were affirmed.
     
The ratings on TELLC and TLV incorporate a view of the
consolidated enterprise.  Although this does not mean that the
ratings on these entities will be the same level at all times, it
does mean that the strategic relationship between the entities is
deemed an important factor that will always have a bearing on the
rating of each, despite the distinct financing structures that
have been established.  This view is supported by the strategic
importance of both the Tropicana brand and the Las Vegas asset to
the consolidated entity, and the fact that the same senior
management team manages the operations of both entities as one
company.
      
"The revision of the rating outlooks to negative reflects
operating performance below our expectations since the completion
of the acquisition of Aztar Corp. on Jan. 3, 2007," explained
Standard & Poor's credit analyst Ben Bubeck.  "Despite some
progress in driving margin improvement through cost-containment
initiatives, highly competitive conditions across many of TELLC's
markets have resulted in revenue declines that have more than
offset any benefit from an improved cost structure.  Furthermore,
TELLC was not in compliance with its leverage covenant as of Sept.
30, 2007, and will likely require an amendment to future covenant
levels, in addition to a waiver of noncompliance in the September
quarter.  S&P expect that such an amendment will also result in
higher pricing under the bank facilities and negatively affect
cash flow generation in future periods."
     
The ratings reflect Tropicana's portfolio of predominantly second-
tier assets, high pro forma debt leverage, and an expected
significant increase in longer term capital spending associated
with a likely Las Vegas redevelopment.  In addition, the ratings
reflect S&P's expectation that the companies will continue to
experience challenges associated with stabilizing a declining
revenue base, while continuing to implement a cost-containment
strategy.  Still, the combined company's business profile benefits
from its geographically diverse asset portfolio, including a
presence in the two largest U.S. gaming markets--Las Vegas and
Atlantic City.


UNITED HERITAGE: Earns $1.1 Mil. in Second Quarter Ended Sept. 30
-----------------------------------------------------------------
United Heritage Corporation disclosed financial results for the
three and six months ended Sept. 30, 2007.

Due to the sale of the New Mexico property, the company had net
income of $1,140,367 for the three months and $1,258,233 for the
six months ended Sept. 30, 2007, as compared to a net loss of
$685,565 for the three months and a net loss of $1,383,264 for the
six months ended Sept. 30, 2006.
   
Revenues for the three months ended Sept. 30, 2007, decreased to
$455, as compared to $347,626 for the three months ended Sept. 30,
2006.  Revenues for the six month period also decreased over the
same period in the 2006 fiscal year, from $656,091 for the six
months ended Sept. 30, 2006, to $4,315.  The decrease in revenue
was due to the sale of the company's New Mexico property which,
prior to the sale, accounted for a significant portion of its
production and sale of oil and all of its production and sale of
natural gas.
    
At Sept. 30, 2007, the company's consolidated balance sheet showed
$5,958,843 in total assets, $3,704,399 in total liabilities, and
$2,254,444 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed $89,608 in total current assets available to pay $3,618,969
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?2567

                      Going Concern Doubt

Weaver and Tidwell L.L.P., in Fort Worth, Texas, expressed
substantial doubt about United Heritage 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 form reported that the company sold
all of its proved reserves in 2006 and currently does not have
significant revenue producing assets.  In addition, the auditing
firm said that the company has limited capital resources and it's
majority shareholder who was financing the company's development
filed for bankruptcy subsequent to March 31, 2007.

                      About United Heritage

Headquartered in Midland, Texas, United Heritage Corporation
(NasdaqCM: UHCP) -- http://www.unitedheritagecorp.com/-- is an  
independent producer of natural gas and crude oil based in
Midland, Texas.  The company produces from properties it leases in
Texas.  Lothian Oil Inc., formerly the company's largest
shareholder, provided the company with the funds to operate from
November 2005 until it declared bankruptcy on June 13, 2007.


UNITED RENTALS: Cerberus Not Prepared to Proceed with Purchase
--------------------------------------------------------------
United Rentals, Inc., disclosed last week that Cerberus Capital
Management, L.P. informed it that Cerberus is not prepared to
proceed with the purchase of United Rentals on the terms set forth
in its merger agreement, dated July 22, 2007.

Under that agreement, Cerberus agreed to acquire United Rentals
for $34.50 per share in cash, in a transaction valued at
approximately $7.0 billion.

The company noted that Cerberus has specifically confirmed that
there has not been a material adverse change at United Rentals.

United Rentals views this repudiation by Cerberus as unwarranted
and incompatible with the covenants of the merger agreement.

Having fulfilled all the closing conditions under the merger
agreement, United Rentals is prepared to complete the transaction
promptly.

The company also pointed out that Cerberus has received binding
commitment letters from its banks to provide financing for the
transaction through required bridge facilities.  The company
currently believes that Cerberus' banks stand ready to fulfill
their contractual obligations.

United Rentals also said that its business continues to perform
well, as evidenced by its strong third quarter results, which
included record EBITDA.  In addition, the company believes that
the revised strategic plan it began initiating at the beginning of
the third quarter, which includes a refocus on its core rental
business, improved fleet management and significant cost
reductions, is providing the foundation to maintain its
performance.

United Rentals has retained the law firm of Orans, Elsen & Lupert
LLP to represent it in connection with considering all of its
legal remedies in this matter.

                   About United Rentals

United Rentals, Inc. -- http://www.unitedrentals.com/-- (NYSE:  
URI) is the largest equipment rental company in the world based on
revenue, with an integrated network of over 690 rental locations
in 48 states, 10 Canadian provinces and one location in Mexico.
The company's approximately 11,500 employees serve construction
and industrial customers, utilities, municipalities, homeowners
and others.  The company offers for rent over 20,000 classes of
rental equipment with a total original cost of $4.3 billion.


UNITED RENTALS: S&P Retains 'BB-' Rating Under Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on United Rentals Inc. and its wholly owned
subsidiary United Rentals Inc. remain on CreditWatch with negative
implications.
      
"Our decision follows United Rentals' announcement that Cerebus
Capital Management L.P. is not prepared to proceed with the
purchase of the company on the terms in its merger agreement,"
said Standard & Poor's credit analyst John Sico.
     
It is unclear at this time whether the transaction will eventually
proceed.  United Rentals has not announced which course it will
take if the merger agreement is terminated.  The corporate credit
rating will remain on CreditWatch pending the outcome of the
merger agreement and future developments.
     
Greenwich, Connecticut-based United Rentals is North America's
largest construction equipment rental company, with more than 690
locations in 48 states, Canada, and Mexico.


UNIVERSAL FOOD: Court Sets Virginia Asset Sale Hearing on Nov. 21
-----------------------------------------------------------------
The Honorable Jacqueline P. Cox of the U.S. Bankruptcy Court for
the Northern District of Illinois will convene a hearing to
consider Universal Food and Beverage Co. Inc. and its debtor-
affiliates' request to sell their assets in Independence, Virginia
on Nov. 21, 2007, at 219 South Dearborn, Courtroom 619 in Chicago,
Illinois 60604.

On. Nov. 24, 2007, the Debtors entered into an Asset Purchase
Agreement with International Trading Partners of Virginia, Inc.,
agreeing to sell a water bottling plant and personal property
assets consisting of all non-leased machinery, equipment, rolling
stock, furniture, fixtures, computers, dies, moulds, jigs and
other personal property to ITP for $4.65 million free and clear of
all liens, claims, and encumbrances.

The Debtors believe that the immediate sale of the Virginia assets
is critical to maximize the value of the assets.

Objections are due tomorrow, Nov. 20, 2007.

Universal Food & Beverage Company Inc. manufactures and markets
food and beverage products.  The company and its affiliates
in Georgia and Virginia filed for Chapter 11 petitions on
Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  
Konstantinos Armiros, Esq., and Miriam R. Stein, Esq., at
Arnstein & Lehr LLP represent the Debtors.  Howard R. Korenthal at
MorrissAnderson & Associates Ltd. is the Debtors' chief
restructuring officer.  The Official Committee of Unsecured
Creditors' counsel is Schiff Hardin LLP.  When the Debtors filed
for bankruptcy, they disclosed $0 assets and an aggregate of more
than $20 million in debts.


UNIVERSAL FOOD: Panel Retains Schiff Hardin as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Universal Food
and Beverage Co. Inc. and its debtor-affiliates' bankruptcy cases
obtained permission from the United States Bankruptcy Court for
the Northern District of Illinois to retain Schiff Hardin LLP as
its bankruptcy counsel, nunc pro tunc to Sept. 20, 2007.

Schiff Hardin is expected to:

   a. administer the Chapter 11 case and oversight with respect to
      the Debtors' affairs including all issues  arising from the
      Debtors, the Committee or this case;

   b. prepare on behalf of the Committee necessary applications,
      motions, memoranda, order, reports and other legal papers;

   c. appear in Court and at statutory meetings of creditors to
      represent the interest of the Committee;

   d. negotiate, formulate, draft and confirm of a plan of
      reorganization and matters related to the plan.

   e. investigate, if any, as the Committee may desire concerning,
      among other things, the assets, liabilities, financial
      condition, sale of any of the Debtors' business, and
      operating issues concering the Debtors' that may be relevant
      to this Chapter 11 case;

   f. communicate with the Committee's constituents and others at
      the direction of the Committee in furtherances of its
      responsibilities; and

   g. perform all of the Committee's duties and powers under the
      Bankruptcy Code and the Bankruptcy Rules and the performance
      of other services as are in the interest of those
      represented by the Committee.

The Firm's professionals bill:

            Designation               Hourly Rate
            -----------               -----------
            Partners                  $335 - $630
            Associates                $230 - $410
            Legal Assistants           $80 - $240

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

Universal Food & Beverage Company, Inc., manufactures and markets
food and beverage products.  The Debtor and its debtor-affiliates
in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31,
2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  Barry A Chatz,
Esq., and James A. Chatz, Esq., at Arnstein & Lehr LLP, represent
the Debtors.  When they filed for protection from their creditors,
the Debtors disclosed $0 assets but an aggregate of more than
$20 million in debts.


URS CORP: Completes $3.1 Bil. Acquisition of Washington Group
-------------------------------------------------------------
URS Corporation has completed its acquisition of Washington Group
International Inc. for a total purchase price of approximately
$3.1 billion.

The closing of the acquisition follows approvals by URS and
Washington Group stockholders at each company's special meeting of
stockholders held on Nov. 15, 2007.  

"This transaction has important benefits for the stockholders and
customers of both companies," Martin M. Koffel, chairman and chief
executive officer of URS, said.  "With the addition of Washington
Group's complementary engineering and construction services, URS
becomes one of the few fully-integrated engineering, construction
and technical services firms capable of serving every phase of a
project - from initial planning, engineering and construction of a
project, to operations and maintenance."

"The combined company also has enhanced scale and expertise to
meet the increasing demand for comprehensive solutions on large,
complex global assignments," Mr. Koffel continued.  "We are
looking forward to capturing the tremendous potential of the
combined company.  We also are delighted to welcome Washington
Group's 25,000 employees to URS.  We believe the combined company
is unrivaled in terms of its professional talent and the
opportunities we are able to offer our employees as part of a
larger, more dynamic company."

The acquisition further diversifies and broadens URS' market
exposure, allowing the company to offer a broad range of
engineering and construction services to clients in the
transportation, facilities, environmental, water/wastewater,
industrial infrastructure and process, homeland security,
installations and logistics, and defense systems markets.

In addition, the combined company will be a major contractor to
the federal government.  

Under the terms of the merger agreement, Washington Group
stockholders are receiving $43.80 in cash and 0.900 shares of URS
common stock for each share of Washington Group stock.  

In lieu of receiving the mix of cash and URS common stock,
Washington Group stockholders may elect to receive all stock or
all cash.  The number of shares to be paid in lieu of cash in an
all-stock election and the amount of cash to be paid in lieu of
URS common stock in an all-cash election will be based on the
volume weighted average trading price of URS common stock during
the five trading day period ended Nov. 14, 2007, of $57.0184.

All-cash and all-stock elections are subject to proration. Based
on the five trading day volume weighted average price of URS
common stock of $57.0184, Washington Group stockholders can elect
to receive $95.11656 in cash, subject to proration, 1.6681731
shares of URS common stock, subject to proration, or $43.80 in
cash and 0.900 shares of URS common stock.

The deadline for Washington Group stockholders to elect whether to
receive a cash consideration, stock consideration or a combination
thereof, subject to proration, will be 5:00 p.m. ET on Nov. 20,
2007.  URS stockholders are retaining the shares they held prior
to the transaction.

In connection with the completion of the transaction, Washington
Group's shares have ceased to trade on the NYSE as of the close of
trading on Nov. 15, 2007.

Washington Group will operate as the Washington Division of URS.  
Steven Hanks, former chief executive officer of Washington Group,
has been named president of the Washington Division and appointed
to the URS Corporation board of directors.

                     About Washington Group

Headquartered in Boise, Idaho, Washington Group International Inc.
-- http://www.wgint.com/-- provides the talent, innovation, and  
proven performance to deliver integrated engineering,
construction, and management solutions for businesses and
governments worldwide.  The company has approximately 25,000
people at work around the world providing solutions in power,
environmental management, defense, oil and gas processing, mining,
industrial facilities, transportation and water resources.

                         About URS Corp.

Headquartered in San Francisco, California, URS Corporation
(NYSE:URS) -- http://www.urscorp.com/-- is an engineering design  
services firm and a United States federal government contractor
for systems engineering and technical assistance and operations
and maintenance services.  The company's business focuses
primarily on providing fee-based professional and technical
services in the engineering and construction services and defense
markets, although the company performs some limited construction
work.  It operates through two divisions: the URS Division and the
EG&G Division.

                          *     *     *
    
As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating and '2' recovery rating to URS Corp.'s proposed
$2.1 billion senior secured credit facilities, indicating
expectations of substantial recovery in the event of a payment
default.  The facilities are rated the same as the corporate
credit rating on the company.  

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Moody's Investors Service assigned a provisional rating of (P)Ba1
to the proposed $2.1 million senior secured credit facility of URS
Corporation, which will be used to finance its pending acquisition
of Washington Group International Inc.


VALLECITO GAS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vallecito Gas, LLC
        14850 Montfort Drive, Suite 165
        Dallas, TX 75254
        Tel: (214) 431-5734

Bankruptcy Case No.: 07-35674

Type of Business: The Debtor is explores and exploits oil fields
                  located throughout the Mid-Continent region
                  of the U.S.  See http://www.vallecitogas.net/

Chapter 11 Petition Date: November 14, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Jason Talbott Rodriguez, Esq.
                  Mark A. Castillo, Esq.
                  Stephanie Diane Curtis, Esq.
                  The Curtis Law Firm, P.C.
                  901 Main Street
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
PC ASAP                            Computer Equipment     $61,377
4727 Frankford Road                                      Secured:
Dallas, TX 75287                                          $10,148

Davenport, Hartman and             Services               $34,989
Novotny, LLP
1210 West Clay Avenue
Houston, TX 77019

Tiffany Gas Company, LLC           Compensation to        $24,000
190 East 20th Street, Suite 1      Navajo Nation
Farmington, NM 87499

Welborn, Sullivan, Meck and                               $17,043
Tooley, P.C.

Neil H. Whitehead, III                                     $9,209

Hydrocarbon Exploration and                                $2,257
Development, Inc.

La Plata Archaeological                                    $2,371
Consultants

Alexander D. Crecca, P.C.          Legal Services            $961

Geomap Company                                               $678

Sprint PCS                                                   $657

CT Legal Solutions                                           $522

Arcturus Corporation               Contract               Unknown

Barrons Resources                  Agreement              Unknown

Bearcat Drilling co.                                      Unknown

Black Hills Exploration and        Contract               Unknown
Production, Inc.

Cawley Gillespie                                          Unknown

Enerdyne, LLC                      Contract               Unknown

Energy Resource Partners LLC                              Unknown

EPMC                                                      Unknown


VIRGIN MOBILE: Sept. 30 Balance Sheet Upside-Down by $622.1 Mil.
----------------------------------------------------------------
Virgin Mobile USA Inc. reported financial and operational results
for the third quarter and nine months ended Sept. 30, 2007.  The
financial results presented are the historical results of Virgin
Mobile USA's former operating company, Virgin Mobile USA LLC.

Virgin Mobile USA's consolidated balance sheet at Sept. 30, 2007,
showed $285.4 million in total assets and $907.5 million in total
liabilities, resulting in a $622.1 million total members' deficit.

Virgin Mobile USA's consolidated balance sheet at Sept. 30, 2007,
also showed strained liquidity with $277.6 million in total
current assets available to pay $426.0 million in total current
liabilities.

Virgin Mobile USA reported a net loss for the third quarter of
2007 of $7.3 million, compared to a net loss of $5.1 million for
the third quarter of 2006.  The increase in net loss was primarily
the result of one-time, $11.4 million favorable impact in the
third quarter of 2006 associated with the reversal of an accrual
for settlement, as well as investment in the company's
accelerating growth as the company brought on 92,500 more
customers in the third quarter 2007 compared to the same period in
2006.  Interest payments also increased.  Virgin Mobile USA's net
income for the first nine months of 2007 increased 138% to
$19.2 million, compared to net income of $8.1 million for the same
period in 2006.

During the third quarter 2007, Virgin Mobile USA's net service
revenue increased 25% versus the prior year period to
$301.4 million, driven by a 23% increase in end-of-period
customers compared to Sept. 30, 2006, as well as a 30% increase in
non-voice service revenues compared to the third quarter 2006.
Virgin Mobile USA's net service revenue for the nine-month
2007 period increased 25% to $933.5 million.  This was driven by
growth in the customer base, as well as by a 34% increase in non-
voice service revenues during the first nine months of 2007 as
compared to the first nine months of 2006.
    
Adjusted EBITDA in the third quarter 2007 grew to $17.0 million,
an increase of 3.9% compared to the same period in 2006.  Third
quarter 2006 adjusted EBITDA included a benefit of $11.4 million
due to the reversal of an accrual for a legal settlement.
Excluding this one-time item, adjusted EBITDA grew 240% from
$5.0 million in the third quarter 2006 to $17.0 million in the
third quarter 2007, as the result of Virgin Mobile USA's
rapidly-increasing scale.  Virgin Mobile USA's adjusted EBITDA for
the first nine months of 2007 increased by 26%, to $89.9 million,
compared to the first nine months of 2006, with adjusted EBITDA
margin of 9.6% for the first nine months of 2007.  Excluding the
one-time item in 2006, adjusted EBITDA rose 50% in the first 9
months of 2007 as compared to the same period in 2006.  This
primarily resulted from growth in customers and service revenue,
as Virgin Mobile USA continued to realize the benefits of its
increasing scale.
   
"Our results reflect the fundamental strengths of our business
model," said Daniel H. Schulman, chief executive Officer, Virgin
Mobile USA.  "Demand for our service is strong, as evidenced by
the high growth in our customer base, and our focus enables us to
maintain the lowest customer acquisition costs in the wireless
industry, and industry-leading churn of 4.9% for the third   
quarter.  With capital expenditures at just 2% of net service
revenues, adjusted EBITDA less capex grew to approximately
$71 million in the first nine months.  This high cash generation
is the hallmark of a mobile virtual network company at scale."
    
"We are receiving positive indications from our retail partners as
we enter the seasonally strong fourth quarter," added Schulman.
"The Virgin Mobile brand and proposition continues to attract
considerable demand, and we look forward to a strong holiday
season."

        Initial Public Offering of Virgin Mobile USA Inc.

In October 2007, Virgin Mobile USA Inc. successfully completed its
initial public offering.  Virgin Mobile USA Inc. is a holding
company that was formed for the purpose of an initial public
offering that was completed on Oct. 16, 2007.  In connection with
the IPO, the company, Virgin Mobile USA LLC and certain other
entities completed an internal reorganization.  As part of the
reorganization, Virgin Mobile USA LLC converted to a limited
partnership and changed its name to Virgin Mobile USA L.P.  

On Oct. 16, 2007, Virgin Mobile USA Inc. and certain selling stock
holders sold 27,500,000 shares of Virgin Mobile USA Inc. Class A
common stock at $15.00 per share.  The net proceeds from the IPO
to the company were approximately $355.4 million after deducting
underwriting commissions and discounts of $23.7 million, estimated
offering expenses of $4.6 million.  The company used $136 million
of the IPO proceeds to pay Sprint Nextel for a portion of Sprint
Nextel's limited liability company interests in Virgin Mobile USA
LLC that the company purchased in connection with the
reorganization and IPO.  The remaining net proceeds of
$219.4 million were contributed to the operating partnership,
Virgin Mobile USA L.P.  

As of Sept. 30, 2007, Virgin Mobile USA Inc. had not engaged in
any business or other activities except in connection with its
formation and the reorganization transactions described in its
prospectus, dated Oct. 10, 2007.

                   About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a national provider  
of wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.


WILLIAMS COMPANIES: Moody's Ups Senior Unsecured Debt's Rating
--------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured long term
debt ratings of The Williams Companies, Inc. to Baa3 from Ba2.  
Moody's also upgraded the senior unsecured ratings of Williams'
natural gas pipeline subsidiaries, Transcontinental Gas Pipeline
and Northwest Pipeline Corporation, to Baa2 from Ba1.  These
actions conclude the rating review begun on May 21 after Williams
announced the sale of its power business.  Williams' midstream
energy subsidiary, Williams Partners L.P., remains under review
for possible upgrade pending completion of the Wamsutter
transaction announced on November 1.  The outlook is stable.

"Williams' return to an investment grade rating is the result of a
multi-year recovery process that has resulted in a more focused
and disciplined company, including elimination of the negative
overhang from its merchant power generation business," said
Moody's Vice President Steve Wood.  "Strategically, Moody's
believes that Williams' management is committed to maintaining an
investment grade rating and we expect them to demonstrate this
through conservative financial polices and capital spending
discipline."

The two-notch upgrade to Baa3 reflects the positive benefits
Williams receives from selling its power business, fundamental
improvement in Williams' three core natural gas businesses and
expected improvements in the company's credit momentum looking
into 2008.

Moody's has indicated in the past that it believed the power
business lowered Williams' ratings by one rating notch, so selling
this business resulted in a one notch increase to Ba1.  Selling
the power business eliminates $2.4 billion of adjusted debt
associated with its power tolling obligations as well as the
additional volatility from its various contracts and hedging
transactions.

The further upgrade to Baa3 reflects Williams' scale, the
diversification provided by its three natural gas businesses (E&P,
midstream and gas pipelines), the company's expectation of
continued organic growth in each of these businesses, and
improvement in Williams' overall financial and credit metrics.  
These positive attributes are tempered by Williams' higher
commodity price exposure compared to other diversified gas
companies, its aggressive capital spending program resulting in
significant negative free cash flow, and Williams' reliance on its
MLPs to fund this growth through asset sales.  In addition,
Williams' investment grade rating is based on the company's
commitment to repay parent company debt in conjunction with
raising additional debt at the MLPs.

Moody's analyzed Williams using the diversified natural gas rating
methodology.  Based on reported September 30 results, pro forma
for the power sale, Williams mapped to a Baa2 rating. However,
this rating methodology is heavily weighted toward typical
financial credit metrics.  Williams benefits from the current high
commodity price environment and anomalously strong frac spreads in
the Rocky Mountains, so the Baa3 rating is considered more
appropriate.

Moody's also evaluated Williams by looking at each of the three
natural gas businesses separately.  For this "sum-of-the-parts"
analysis, Moody's allocated Williams' parent debt to the three
business segments.  Moody's assessed each business using the
corresponding rating methodology -- independent exploration and
production, midstream energy and natural gas pipelines -- such
that the methodology implied ratings were similar among the
segments.  Combining the three separate analyses supported a
composite Baa3 rating as well.  While this assessment was based on
the strength of the individual businesses, Williams' debt holders
benefit from the cash flow diversification provided by these three
segments.

Moody's upgraded Williams' two pipelines, Transco and Northwest,
to Baa2, which reflects their substantial scale, supply diversity
and growth potential, and financial strength.  The upgrade further
considers the rate case settlements that will result in higher
earnings and cash flow.  The pipelines' ratings are tempered by
Williams' Baa3 rating and the company's plan to move the pipelines
into an MLP entity over the next several years.

The Williams Companies, Inc., headquartered in Tulsa, Oklahoma, is
an integrated natural gas company with operations in interstate
natural gas pipelines, midstream gas and E&P.


WOLVERINE TUBE: S&P Affirms Junk Rating and Removes Pos. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'CC' corporate credit rating, on Huntsville, Alabama-based
Wolverine Tube Inc.  In addition, all ratings were removed from
CreditWatch, where they were placed with positive implications on
Feb. 5, 2007.  The ratings had been placed on CreditWatch
following a planned capital contribution and revised registered
exchange offer and solicitation of consent.  The outlook is
developing.
     
"The affirmation and CreditWatch removal reflect our heightened
uncertainty regarding the company's ability to meet the August
2008 maturity of its 7.375% senior notes despite recent capital
contributions that have somewhat improved its near-term liquidity
position," said Standard & Poor's credit analyst Sean McWhorter.
     
The company has said that if it cannot meet the maturity, a
company recapitalization is possible.
     
Total debt, adjusted for operating leases and pension obligations,
was about $360 million at Sept. 30, 2007.
     
Huntsville, Alabama-based Wolverine supplies copper and copper
alloy tube, rod, bar and fabricated products as well as metal
joining products to original equipment manufacturers and
contractors.
     
"We could lower the ratings if the company is unable to make
progress in refinancing its upcoming maturity," Mr. McWhorter
said.  "Higher ratings would depend upon Wolverine's successfully
exchanging or refinancing the notes and showing a sustained
improvement in operating performance."


ZIM CORP: Posts $101,207 Net Loss in 2nd Quarter Ended Sept. 30
---------------------------------------------------------------
ZIM Corporation disclosed financial results for its second quarter
ended Sept. 30, 2007.

Net loss for the quarter ended Sept. 30, 2007,was $101,207.  The
net loss for the quarter ended Sept. 30, 2006, was $369,991.

Revenue for the quarter ended Sept. 30, 2007, was $446,686, a
decrease from $580,913 for the quarter ended Sept. 30, 2006.  
ZIM's decrease in revenue is primarily attributable to the decline
in revenue from its SMS aggregation services caused by the
continued saturation of the aggregation market.
    
"Consistent with previous announcements, our decrease in revenues
is attributed to the decrease in our SMS aggregation revenues.  We
have reduced operating expenses and continue to look for
additional savings as we pursue opportunities related to our
Internet TV, Mobile Content and Database platforms" said Dr.
Michael Cowpland, president and chief executive officer of ZIM.
    
ZIM had cash of $209,741 as at Sept. 30, 2007, as compared to
$578,883 for the period as at Sept. 30, 2006, and $319,561 at
June 30, 2007.  As at September 30, 2007, ZIM also had an amount
due to the chief executive officer, who is also a shareholder, of
$49,740 with no amounts due to financial institutions.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1,074,156 in total assets, $914,640 in total liabilities, and
$159,516 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $856,956 in total current assets
available to pay $859,794 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?2569

                      Going Concern Doubt

Raymond Chabot Grant Thornton LLP, in Ottawa, Canada, expressed
substantial doubt about ZIM Corporation's ability to continue as a
going concern aftr auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm reported the company has incurred a net loss of
$1,936,187 and provided $198,143 of cash from operations, during
the year ended March 31, 2007.  The company also has generated
negative cash flows from operations during each of the previous
five years.

                         About ZIM Corp.

Ottawa, Canada-based ZIM Corporation (OTC BB: ZIMCF) --
http://www.zim.biz/-- is a mobile content, Enterprise Database  
Software and Internet TV service provider.  Through its global
infrastructure, ZIM provides publishing and licensing services for
market-leading mobile content and for Internet TV broadcasting.


* Fitch Expects Moderately Weaker 2007 Sales Than Last Year
-----------------------------------------------------------
Fitch Ratings expects a moderately weaker 2007 holiday season
compared to last year when comparable store sales were up 2.8%
(per the International Council of Shopping Centers) and total
sales increased 4.6% (per the National Retail Federation).  
Promotional activity is earlier and broader than last year as
retailers seek to drive store traffic and clear excess apparel
inventory.  While recent headlines about toy recalls could divert
demand to U.S. and European made products, overall toy demand
should remain strong.  In addition, sales in some categories, such
as consumer electronics, should fare better than others given the
price accessibility and continued demand for popular products.

2008 Outlook:

Fitch anticipates that comparable store sales growth in 2008 will
be weaker than 2007 levels due to slow U.S. GDP growth, which
Fitch forecasts to be about 1.7% in 2008, versus an expected 1.8%
in 2007.  Expected high energy costs, weak housing and credit
markets, and increased unemployment rates will weigh on consumer
confidence and spending.  While these factors will impact lower
income consumers more significantly than those at higher income
levels, consumers at all but the highest income levels are
expected to moderate discretionary spending with fewer
aspirational purchases and more trading down among retail
channels.  As a result, competition among retailers is anticipated
to remain intense, particularly in those geographic markets that
are most acutely impacted by housing and job related weakness.  
The combination of pressured revenues, promotional activity, and
high costs related to energy and commodities are expected to
stress operating profit margins.

Fitch expects retailers will be primarily focused on perfecting
their operating strategies in order to preserve sales and gain
market share as well as manage profitability and cash flow
generation.  A clear demarcation between the strong and weak
operators will become apparent in 2008 and, over time further
retail consolidation will occur as strong operators accelerate
their share gains and weaker operators get rationalized out of the
market.  In addition, depressed stock prices and a weak U.S.
dollar could encourage further share repurchase and foreign-led
acquisition activity.  However, the level of this activity will be
significantly below that of the last three years and in general,
Fitch expects companies to manage their capital structure
initiatives within the context of a more challenging operating
environment.

Of importance is that liquidity for U.S. retail companies is
expected to remain strong and be primarily internally generated.  
External sources of liquidity such as new debt issuance and bank
facilities remain available, particularly for investment grade
companies.  In 2008, refinancing activity is expected to be below
the $10.8 billion of debt maturities.  However, additional debt
financing related to Home Depot's $22.5 billion share repurchase
program and Target's review of its capital structure and credit
card business is possible. Overall, Fitch views the U.S. retail
industry as having more downside rating risk than upside rating
potential as supported by the ratio of Negative Rating Outlooks
and Rating Watches relative to Positive Rating Outlooks and
Watches of 5:3.

Key Trends for 2008:

Fitch expects companies will need to be focused on managing their
business to drive traffic into stores, contain costs, and
appropriately allocate cash flow.

Spurring Top Line Growth Through Unique Brands And Strong In-Store
Execution:

Retailers with well defined and executed operating strategies
around merchandise, pricing, stores and service will further
differentiate themselves from weaker peers in 2008.  Strategies
retailers will use to drive top line growth include:

  -- Private brands, which create a compelling value
     proposition for consumers as they may be priced more
     competitively than similar national brands or possess
     unique attributes;
  -- Exclusive brands and limited editions, such as Kohl's
     Simply Vera Vera Wang merchandise, which create
     excitement, drive store traffic and promote full price
     buying; and
  -- Superior in-store experience and service levels to build
     customer loyalty, particularly for commoditized
     merchandise categories.

Cost Containment in the Face of Top-Line Deceleration:

Controlling costs will be a key area of focus to offset margin
compression from top line pressures and promotional activity as
well as high energy and commodity costs.  As a result, retailers
are expected to focus on inventory management, supply chain
efficiencies and labor productivity.  However, as many operators
have already realized benefits from these areas over the last few
years, it may be difficult to fully offset margin pressures.

Capital Structure - Internal and External Considerations:

Fitch expects a lower level of leverage financed mergers and
acquisitions and share buyback activity in the U.S. retail sector
in 2008 versus 2007 given tightened credit market conditions.  In
addition, retail companies are anticipated to use cash flow
generation to fund capital expenditures and strengthen store
operations while reducing cash flow focused on shareholder returns
if necessary.  This was the case following the Southern California
supermarket strike in 2003/2004 when both Safeway and Kroger used
cash flow to invest in core operations and lower debt levels while
reducing share repurchase activity.  However, low stock prices and
a weak U.S. dollar could encourage further share repurchase or
acquisition activity by strategic or foreign buyers.

Sector Specific Outlooks:

Fitch expects sales of discretionary goods, particularly in home
related and apparel categories, to remain challenged while
staples, such as food and prescriptions, show relative strength.

Discounters:

Food and consumables will continue to drive store traffic for
discounters but consumers, particularly those with lower income
levels, will become more selective in their spending and limit
their purchases of non-essential items.  As a result, discounters
will focus on competitive pricing and customer service to drive
sales.  Furthermore, Fitch expects operating profit margins to
remain relatively steady as discounters manage their cost
structures.  Discounters, such as Target and Costco, that cater to
higher income consumers will fare better than companies, such as
Wal-Mart, that cater to lower income customers.  Store base
expansion will continue; however, Wal-Mart is slowing its pace of
store growth to 5% to 6% from around 9% over the past few years as
it focuses on strengthening its existing operations.  Financial
engineering in terms of debt-financed share repurchases will
continue to be a significant rating consideration for these
companies.

Supermarkets and Drug Stores:

Given their broad non-discretionary product offerings and
convenient store locations, supermarkets are expected to perform
well given a challenging economic backdrop as consumers trade down
from casual dining restaurants.  In addition, supermarkets are
expected to pass cost increases through to customers and benefit
from their value oriented private label offerings.  While
competition has become more rational in certain markets following
the spate of consolidation and asset sale activity over the past
two years, new non-traditional grocery store competitors continue
to increase their presence. Most recently, Tesco's opening of
Fresh & Easy stores has sparked interest in smaller formats, with
other retailers such as Whole Foods testing similar concepts.  If
successful, Fitch expects that smaller store concepts could set a
new course for store base development as the large supermarket
operators continue to evolve their store bases and merchandising
strategies.  For the large supermarket operators, mergers and
acquisitions will continue but are expected to be small and market
based.

For drug stores, 2008 is expected to be a year when the large
chain drug retailers benefit from their increased scale and
breadth of services, following a year of significant merger and
acquisition activity.  Cash flow generation will largely be
directed at capital expenditure projects, including unit growth,
store remodels and systems improvements.  While market fill-in
acquisitions will continue, more importantly merger and
acquisition activity in areas such as pharmacy benefit management
and specialty pharmacy are likely to occur as drug retailers
further develop their multi-channel distribution strategies.  
Chain drug stores will continue to benefit from their convenient
store bases and increased service offerings, such as in-store
clinics, which will help them win share from other healthcare
venues.  Profit margins could be pressured by potential weakness
in front-end categories and changes to industry pricing benchmarks
that result in lower pharmacy reimbursement rates, but some of
this will be offset by growth in higher margined generics.

Department Stores:

Department stores will be one of the more challenged retail
sectors in 2008.  Fitch expects companies will continue their
focus on presenting differentiated merchandise, including private
and exclusive brands, as well as improving store operations
through remodels and systems upgrades.  Merchandise development
cycle time reductions and investments in inventory management
systems should also enable stronger operators to respond more
effectively to changes in consumer demand.  However, heightened
promotional activity on weak sell-through merchandise will
pressure operating margins, particularly for those retailers with
poor inventory controls.

Luxury chains will continue to outperform the rest of the
industry, although sales growth will likely moderate due to
difficult comparisons following an extended four year period of
strong sales gains and as aspirational consumers fall away.  
However, a weak dollar could continue to drive demand for those
retailers, such as Saks and Neiman Marcus, which serve popular
tourist destinations.  Among mid-tier chains, operators with
strong management teams and sharp merchandising strategies, such
as Kohl's and J.C. Penney, should be able to solidify or
accelerate market share gains, while regional department stores
and those with poorly executed strategies are likely to continue
to see the weakest top line growth and margin contraction.

Specialty:

Consumer electronics demand will continue to be strong in 2008
relative to other discretionary categories due to incremental
sales driven by the digital conversion, the Olympics and further
price declines.  However, the rate of growth will moderate as much
of the new product adoption has already taken place.  Operating
profit margins will be pressured for those companies with weak
inventory and expense management. Competition from discounters
will remain intense as they aggressively price and expand their
consumer electronics merchandise offerings.  Services, such as
Best Buy's Geek Squad, will be critical differentiating factors to
attract customers due to product complexity and the value of
offering total solutions packages.

Home improvement retailers are anticipated to focus on
strengthening their store bases and service levels to capture
market share in the face of a challenging housing market.  This
segment remains highly fragmented, with Home Depot and Lowe's
accounting for less than 20% of the market.  While Home Depot is
slowing its store growth to focus on strengthening its existing
operations, Lowe's is expected to continue expanding its store
base aggressively.  Debt-financed share repurchases will continue
to be a focus for Home Depot as it has yet to complete $11.8
billion of the $22.5 billion share repurchase program that was
announced in June 2007.

Specialty apparel retailers, particularly those with poor fashion
content, will be hurt by weak demand.  A focus on operating
efficiencies and inventory levels to limit promotional activity
may not be sufficient to maintain operating profit margins.  For
toy retailers, Fitch expects performance to remain steady driven
by potential new legislation and reforms on toy safety testing
that should mute toy safety fears.  Fitch expects office products
retailers to be pressured as small business spending tightens in
line with a slowing economy, but retailers that provide an easy
shopping experience and value-added services, such as installation
of wireless networks, are expected to outperform their peers.

These are list of Fitch-rated issuers and their current Issuer
Default Ratings in the U.S. retail sector:

Discounters

  -- Costco Wholesale Corporation ('AA-'; Outlook Stable);
  -- Target Corporation ('A+'; Rating Watch Negative);
  -- Wal-Mart Stores, Inc. ('AA'; Outlook Stable).

Supermarkets and Drug Stores

  -- CVS Caremark Corp. ('BBB'; Outlook Stable);
  -- The Kroger Co. ('BBB'; Outlook Stable);
  -- Rite Aid Corp. ('B-'; Outlook Stable);
  -- Safeway Inc. ('BBB'; Outlook Stable);
  -- Supervalu Inc. ('BB-'; Outlook Positive).

Department Stores

  -- The Bon-Ton Stores, Inc. ('B'; Outlook Stable);
  -- Dillard's, Inc. ('BB'; Outlook Stable);
  -- J.C. Penney Company, Inc. ('BBB'; Outlook Positive);
  -- Kohl's Corporation ('BBB+'; Outlook Stable);
  -- Macy's, Inc. ('BBB'; Outlook Negative);
  -- Neiman Marcus, Inc. ('B'; Outlook Stable);
  -- Nordstrom, Inc. ('A-'; Outlook Positive);
  -- Saks Incorporated ('B'; Outlook Stable);
  -- Sears Holdings Corporation ('BB'; Outlook Stable).

Specialty Retail

  -- Best Buy Co. Inc. ('BBB+' ; Outlook Stable);
  -- Burlington Coat Factory Warehouse Corp. ('B-'; Outlook
     Stable);
  -- The Gap, Inc. ('BB+'; Outlook Negative);
  -- The Home Depot, Inc. ('BBB+'; Outlook Negative);
  -- Linens 'n Things, Inc. ('CCC'; Outlook Stable);
  -- Lowe's Companies, Inc. ('A+'; Outlook Stable);
  -- RadioShack Corporation ('BB'; Outlook Negative);
  -- Staples, Inc. ('BBB+'; Outlook Stable);
  -- Toys 'R' Us, Inc. ('B-'; Outlook Stable).


* S&P Places Ratings on 11 Tranches Under Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 11
tranches from five U.S. trust preferred collateralized debt
obligation transactions on CreditWatch with negative implications.  
All of the transactions are collateralized in part by subordinated
debt issued by mortgage real estate investment trusts.  At the
same time, S&P affirmed its ratings on 29 tranches from these five
transactions.

The CreditWatch placements primarily reflect the weakening credit
quality of the mortgage REIT assets held within these CDO
collateral pools.  Because of current conditions in the mortgage
markets, many mortgage originators and purchasers, including
REITs, have faced challenges in obtaining funding to
finance their ongoing operations.

Standard & Poor's currently rates 93 outstanding U.S. trust
preferred CDO transactions, including transactions collateralized
in large part by:

     -- Bank trust preferred securities issued by small to  
        midsize bank holding companies (71 U.S. CDO
        transactions);

     -- Insurance trust preferred securities issued by small to
        midsize insurance companies (eight U.S. CDO
        transactions); and,

     -- REIT trust preferred securities issued by equity or
        mortgage REITs (14 U.S. CDO transactions).

The CreditWatch placements affect four REIT trust preferred CDO
transactions and one bank trust preferred CDO transaction with
exposure to mortgage REIT assets in its collateral pool.

Including the CreditWatch placements listed below, S&P's ratings
on a total of 13 tranches from trust preferred CDO transactions
with exposure to REIT debt are currently on CreditWatch negative.  
Additionally, on Sept. 13, 2007, S&P lowered its ratings on 46
tranches from nine trust preferred REIT CDO transactions.

S&P expect to resolve the CreditWatch placements on the tranche
ratings listed below within the next four weeks.


            Ratings Placed on Creditwatch Negative

                                            Rating
                                            ------
   Transaction                Class   To               From
   -----------                -----   --               ----
   Attentus CDO I Ltd.        C1      AA-/Watch Neg    AA-
   Attentus CDO I Ltd.        C2A     BBB-/Watch Neg   BBB-
   Attentus CDO I Ltd.        C2B     BBB-/Watch Neg   BBB-
   Attentus CDO I Ltd.        D       BB/Watch Neg     BB
   Attentus CDO I Ltd.        E       B-/Watch Neg     B-
   Attentus CDO II Ltd.       F-1     CCC+/Watch Neg   CCC+
   Attentus CDO II Ltd.       F-2     CCC+/Watch Neg   CCC+
   Attentus CDO III Ltd.      F       B+/Watch Neg     B+
   Taberna Preferred          E       BBB/Watch Neg    BBB
    Funding VIII Ltd.
   Taberna Preferred          F       BB/Watch Neg     BB
    Funding VIII Ltd.
   Trapeza CDO X Ltd.         B       AA/Watch Neg     AA

                       Ratings Affirmed

     Transaction                          Class     Rating
     -----------                          -----     ------
     Attentus CDO I Ltd.                  A1        AAA
     Attentus CDO I Ltd.                  A2        AAA
     Attentus CDO I Ltd.                  B         AA  
     Attentus CDO II Ltd.                 A-1       AAA
     Attentus CDO II Ltd.                 A-2       AAA
     Attentus CDO II Ltd.                 A-3A      AAA
     Attentus CDO II Ltd.                 A-3B      AAA
     Attentus CDO II Ltd.                 B         AA
     Attentus CDO II Ltd.                 C         A-
     Attentus CDO II Ltd.                 D         BBB-
     Attentus CDO II Ltd.                 E-1       BB-
     Attentus CDO II Ltd.                 E-2       BB-
     Attentus CDO III Ltd.                A-1A      AAA  
     Attentus CDO III Ltd.                A-1B      AAA  
     Attentus CDO III Ltd.                A-2       AAA  
     Attentus CDO III Ltd.                B         AA  
     Attentus CDO III Ltd.                C-1       A  
     Attentus CDO III Ltd.                C-2       A  
     Attentus CDO III Ltd.                D         A-  
     Attentus CDO III Ltd.                E-1       BBB-  
     Attentus CDO III Ltd.                E-2       BBB-
     Taberna Preferred Funding VIII Ltd.  A-1A      AAA
     Taberna Preferred Funding VIII Ltd.  A-1B      AAA
     Taberna Preferred Funding VIII Ltd.  A-2       AAA
     Taberna Preferred Funding VIII Ltd.  B         AA
     Taberna Preferred Funding VIII Ltd.  C         A
     Taberna Preferred Funding VIII Ltd.  D         A-
     Trapeza CDO X Ltd.                   A-1       AAA
     Trapeza CDO X Ltd.                   A-2       AAA


* BOND PRICING: For the Week of Nov. 12 - Nov. 16, 2007
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Alesco Financial                      7.625%  05/15/27     67
Allegiance Tel                       11.750%  02/15/08     52
Alltel Corp                           6.800%  05/01/29     71
Ambac Inc                             6.150%  02/15/37     71
Amer & Forgn Pwr                      5.000%  03/01/30     63
Amer Color Graph                     10.000%  06/15/10     66
Amer Pad & Paper                     13.000%  11/15/05      0
Americredit Corp                      0.750%  09/15/11     69
Americredit Corp                      2.125%  09/15/13     67
Americredit Corp                      2.125%  09/15/13     67
Ames True Temper                     10.000%  07/15/12     72
Antigenics                            5.250%  02/01/25     62
Archibald Candy                      10.000%  11/01/07      0
Ashton Woods USA                      9.500%  10/01/15     75
At Home Corp                          4.750%  12/15/06      0
Ata Holdings                         12.125%  06/15/10      0
Atherogenics Inc                      1.500%  02/01/12     17
Atherogenics Inc                      4.500%  03/01/11     36
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
BankUnited Cap                        3.125%  03/01/34     67
BBN Corp                              6.000%  04/01/12      0
Bearingpoint Inc                      2.500%  12/15/24     74
Bearingpoint Inc                      2.750%  12/15/24     71
Beazer Homes USA                      4.625%  06/15/24     74
Beazer Homes USA                      6.500%  11/15/13     75
Beazer Homes USA                      6.875%  07/15/15     75
Beyond.com                            7.250%  12/01/03      0
Big City Radio                       11.250%  03/15/05      0
Borden Inc                            7.875%  02/15/23     73
Bowater Inc                           6.500%  06/15/13     75
Buffets Inc                          12.500%  11/01/14     52
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     38
Charter Comm Inc                      6.500%  10/01/27     66
CIH                                   9.920%  04/01/14     68
CIH                                  10.000%  05/15/14     68
CIH                                  11.125   01/15/14     73
CIT Group Inc                         6.100%  03/15/67     74
Clark Material                       10.750%  11/15/06      0
Claire's Stores                      10.500%  06/01/17     71
Clear Channel                         5.500% 12/15/16      75
Collins & Aikman                     10.750%  12/31/11      1
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     57
CompuCredit                           5.875%  11/30/35     51
Constar Intl                         11.000%  12/01/12     70
Countrywide Finl                      6.000%  03/16/26     73
Countrywide Finl                      6.000%  02/08/36     68
Countrywide Finl                      6.200%  07/16/29     69
Countrywide Finl                      6.250%  05/15/16     72
Curagen Corp                          4.000%  02/15/11     69
Dana Corp                             9.000%  08/15/11     70
Decode Genetics                       3.500%  04/15/11     67
Decode Genetics                       3.500%  04/15/11     68
Delta Air Lines                       8.000%  12/01/15     70
Delta Mills Inc                       9.625%  09/01/07     15
Delphi Corp                           6.197%  11/15/33     57
Delphi Corp                           6.500%  08/15/13     73
Delphi Corp                           8.250%  10/15/33     44
Duquesne Light                        6.250%  08/15/35     74
Dura Operating                        8.625%  04/15/12     30
Dura Operating                        9.000%  05/01/09      1
Eagle Food Centr                     11.000%  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     62
Epix Medical Inc                      3.000%  06/15/24     72
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     16
Finova Group                          7.500%  11/15/09     17
Ford Motor Co                         6.375%  02/01/29     70
Ford Motor Co                         6.625%  02/15/28     69
Ford Motor Co                         6.625%  10/01/28     69
Ford Motor Co                         7.125%  11/15/25     70
Ford Motor Co                         7.400%  11/01/46     70
Ford Motor Co                         7.500%  08/01/26     73
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  06/15/43     71
Ford Motor Cred                       6.150%  01/20/15     74
Ford Motor Cred                       6.250%  03/20/15     74
General Motors                        6.750%  05/01/28     71
General Motors                        7.375%  05/23/48     72
GMAC                                  5.250%  01/15/14     74
GMAC                                  5.900%  01/15/19     73
GMAC                                  5.900%  02/15/19     70
GMAC                                  5.900%  10/15/19     66
GMAC                                  6.000%  02/15/19     69
GMAC                                  6.000%  02/15/19     68
GMAC                                  6.000%  02/15/19     67
GMAC                                  6.000%  03/15/19     70
GMAC                                  6.000%  03/15/19     69
GMAC                                  6.000%  03/15/19     70
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.000%  03/15/19     69
GMAC                                  6.000%  04/15/19     67
GMAC                                  6.000%  09/15/19     72
GMAC                                  6.000%  09/15/19     71
GMAC                                  6.050%  08/15/19     70
GMAC                                  6.050%  08/15/19     72
GMAC                                  6.050%  10/15/19     67
GMAC                                  6.100%  09/15/19     66
GMAC                                  6.125%  10/15/19     75
GMAC                                  6.150%  08/15/19     66
GMAC                                  6.150%  09/15/19     73
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  04/15/19     68
GMAC                                  6.250%  12/15/18     70
GMAC                                  6.250%  01/15/19     72
GMAC                                  6.250%  04/15/19     72
GMAC                                  6.250%  05/15/19     70
GMAC                                  6.300%  08/15/19     71
GMAC                                  6.300%  08/15/19     70
GMAC                                  6.350%  04/15/19     68
GMAC                                  6.400%  12/15/18     71
GMAC                                  6.400%  11/15/19     71
GMAC                                  6.400%  11/15/19     70
GMAC                                  6.500%  06/15/18     74
GMAC                                  6.500%  11/15/18     73
GMAC                                  6.500%  02/15/20     75
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     75
GMAC                                  6.600%  06/15/19     72
GMAC                                  6.600%  06/15/19     70
GMAC                                  6.650%  06/15/18     71
GMAC                                  6.650%  10/15/18     70
GMAC                                  6.700%  06/15/18     72
GMAC                                  6.700%  06/15/18     75
GMAC                                  6.700%  11/15/18     73
GMAC                                  6.700%  06/15/19     71
GMAC                                  6.750%  05/15/17     73
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     74
GMAC                                  6.750%  09/15/18     75
GMAC                                  6.750%  10/15/18     75
GMAC                                  6.750%  05/15/19     74
GMAC                                  6.750%  05/15/19     71
GMAC                                  6.750%  06/15/19     71
GMAC                                  6.750%  06/15/19     73
GMAC                                  6.750%  03/15/20     74
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     74
GMAC                                  6.900%  07/15/18     74
GMAC                                  7.000%  02/15/18     74
GMAC                                  7.000%  06/15/22     74
GMAC                                  7.000%  11/15/23     71
GMAC                                  7.000%  11/15/24     69
GMAC                                  7.000%  11/15/24     70
GMAC                                  7.000%  11/15/24     69
GMAC                                  7.050%  03/15/18     75
GMAC                                  7.150%  03/15/25     69
GMAC                                  7.250%  01/15/25     71
GMAC                                  7.250%  02/15/25     74
GMAC                                  7.250%  03/15/25     71
GMAC                                  7.300%  01/15/18     75
GMAC                                  7.375%  04/15/18     75
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.625%  06/01/15     75
Harrahs Oper Co                       5.750%  10/01/17     72
Herbst Gaming                         8.125%  06/01/12     75
Hines Nurseries                      10.250%  10/01/11     75
HNG Internorth                        9.625%  03/15/06     19
Ion Media                            11.000%  07/31/13     69
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      3
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      3
K Hovnanian Entr                      6.000%  01/15/10     74
K Hovnanian Entr                      6.250%  01/15/16     73
K Hovnanian Entr                      6.250%  01/15/16     73
K Hovnanian Entr                      6.375%  12/15/14     74
K Hovnanian Entr                      6.500%  01/15/14     74
K Hovnanian Entr                      7.500%  05/15/16     75
K Hovnanian Entr                      7.750%  05/15/13     68
K Hovnanian Entr                      8.875%  04/01/12     68
Kaiser Aluminum                       9.875%  02/15/02      5
Kaiser Aluminum                      12.750%  02/01/03      6
Kimball Hill Inc                     10.500%  12/15/12     51
Kmart Corp                            9.350%  01/02/20      5
Kmart Corp                            9.780%  01/05/20      0
KMart Funding                         8.800%  07/01/10     10
KMart Funding                         9.440%  07/01/18     60
Knight Ridder                         6.875%  03/15/29     75
Lehman Bros Holding                  11.000%  10/25/17     75
Liberty Media                         3.750%  02/15/30     58
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     64
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      5
McSaver Financl                       7.600%  08/01/07      5
McSaver Financl                       7.875%  08/01/03      5
MediaNews Group                       6.375%  04/01/14     73
MHS Holdings Co                      16.875%  09/22/04      0
Morris Publish                        7.000%  08/01/13     74
Mosler Inc                           11.000%  04/15/03      0
Movie Gallery                        11.000%  05/01/12     27
Muzak LLC                             9.875%  03/15/09     53
National Steel Corp                   8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     67
New Orl Grt N RR                      5.000%  07/01/32     62
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northpoint Comm                      12.875%  02/15/10      0
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     61
Nutritional Src                      10.125%  08/01/09      5
Oakwood Homes                         7.875%  03/01/04     13
Oakwood Homes                         8.125%  03/01/09      3
Oscient Pharma                        3.500%  04/15/11     58
Oscient Pharma                        3.500%  04/15/11     55
Outboard Marine                       9.125%  04/15/17      5
Pac-West Telecom                     13.500%  02/01/09      4
Pac-West Telecom                     13.500%  02/01/09      2
Pegasus Satellite                    13.500%  03/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     36
Pope & Talbot                         8.375%  06/01/13     33
Primus Telecom                        3.750%  09/15/10     65
Primus Telecom                        8.000%  01/15/14     56
Propex Fabrics                       10.000%  12/01/12     49
PSInet Inc                           10.000%  02/15/05      0
Radian Group                          5.375%  06/15/15     75
Radnor Holdings                      11.000%  03/15/10      0
Rait Financial                        6.875%  04/15/27     70
Rayovac Corp                          8.500%  10/01/13     67
Read-Rite Corp                        6.500%  09/01/04      0
Residential Cap                       6.000%  02/22/11     64
Residential Cap                       6.375%  06/30/10     65
Residential Cap                       6.500%  06/01/12     64
Residential Cap                       6.500%  04/17/13     63
Residential Cap                       6.875%  06/30/15     64
Rite Aid Corp                         6.875%  12/15/28     68
Rite Aid Corp                         7.700%  02/15/27     73
RJ Tower Corp.                       12.000%  06/01/13      2
Saint Acquisition                    12.500%  05/15/17     62
ServiceMaster Co                      7.100%  03/01/18     73
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     69
Six Flags Inc                         4.500%  05/15/15     67
Six Flags Inc                         9.625%  06/01/14     72
Six Flags Inc                         9.750%  04/15/13     74
SLM Corp                              5.000%  06/15/28     74
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.250%  03/15/28     73
SLM Corp                              5.250%  12/15/28     71
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.400%  06/15/30     71
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  06/15/29     68
SLM Corp                              5.500%  03/15/30     71
SLM Corp                              5.500%  06/15/30     71
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.500%  12/15/30     70
SLM Corp                              5.550%  03/15/29     72
SLM Corp                              5.600%  03/15/29     73
SLM Corp                              5.600%  06/15/29     75
SLM Corp                              5.600%  12/15/29     71
SLM Corp                              5.600%  12/15/29     72
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     70
SLM Corp                              5.700%  12/15/29     75
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     72
SLM Corp                              5.750%  09/15/29     74
SLM Corp                              5.750%  09/15/29     75
SLM Corp                              5.750%  12/15/29     73
SLM Corp                              5.750%  12/15/29     72
SLM Corp                              5.750%  12/15/29     72
SLM Corp                              5.750%  12/15/29     72
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     71
SLM Corp                              5.850%  09/15/29     75
SLM Corp                              5.850%  12/15/31     73
SLM Corp                              5.900%  09/15/29     74
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  12/15/31     72
SLM Corp                              6.050%  12/15/31     74
Spacehab Inc                          5.500%  10/15/10     54
Spansion LLC                          2.250%  06/15/16     66
Special Devices                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     73
Standard Pac corp                     6.000%  10/01/12     61
Standard Pac Corp                     6.250%  04/01/14     67
Standard Pacific                      6.500%  08/15/10     73
Standard Pac Corp                     6.875%  05/15/11     73
Standard Pac corp                     7.000%  08/15/15     66
Standard Pacific                      7.750%  03/15/13     73
Standard Pacific                      9.250%  04/15/12     51
Stanley-Martin                        9.750%  08/15/15     69
Tekni-Plex Inc                       12.750%  06/15/10     52
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     59
Times Mirror Co                       7.250%  11/15/96     58
Times Mirror-New                      7.500%  07/01/23     65
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11      9
Tousa Inc                             7.500%  01/15/15     35
Tousa Inc                             9.000%  07/01/10     43
Tousa Inc                            10.375%  07/01/12      7
Toys R Us                             7.375%  10/15/18     75
Trans Mfg Oper                       11.250%  05/01/09     60
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     66
True Temper                           8.375%  09/15/11     58
TXU Corp                              6.500%  11/15/24     72
TXU Corp                              6.550%  11/15/34     71
United Air Lines                      9.200%  03/22/08     49
United Air Lines                      9.350%  04/07/16     30
United Air Lines                      9.560%  10/19/18     54
United Air Lines                     10.020%  03/22/14     49
United Air Lines                     10.850%  02/19/15     30
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.700%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     60
Wachovia Corp                         9.250%  04/10/08     59
Wachovia Corp                        15.500%  12/05/07     63
WCI Communities                       6.625%  03/15/15     61
WCI Communities                       7.875%  10/01/13     63
WCI Communities                       9.125%  05/01/12     69
William Lyon                          7.500%  02/15/14     61
William Lyon                          7.625%  12/15/12     60
William Lyon                         10.750%  04/01/13     65
Wimar Opco/Fin                        9.625%  12/15/14     71
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Wornick Co                           10.875%  07/15/11     69
Ziff Davis Media                     12.000%  08/12/09     56

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Martirez, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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