TCR_Public/071120.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 20, 2007, Vol. 11, No. 275

                             Headlines



ABCDS 2006-1: Moody's Junks Ratings on $17 Million Notes
ACA ABS: Moody's Downgrades Ratings on $562 Million Notes
ADVANCED MICRO: Secures $622 Mil. Investment from Mubadala Unit
AEARO TECHNOLOGIES: $1.2BB 3M Co Deal Cues S&P's Positive Watch
AFM 805: Case Summary & 30 Largest Unsecured Creditors

AGILENT TECHNOLOGIES: Board Approves Share-Repurchase Program
AGILENT TECH: Moody's Says Stock Repurchase Won't Affect Ratings
ALLTEL CORP: Tender Offers for Debt Securities Expires
ALLTEL CORP: Completes $27.5 Billion Sale to Atlantis Holdings
AMP'D MOBILE: Wants to Sell Warrant to Buy 375,000 Obopay Shares

ARIZANT INC: S&P Revises Senior Facility Recovery Rating to 3
ARMSTRONG HOLDINGS: Commences Asset Distribution on December 12
ASHTON PLACE: Moody's Holds Rating and Revises Outlook to Neg.
AVET COACH: Case Summary & 20 Largest Unsecured Creditors
BANC OF AMERICA: S&P Holds Low-B Ratings on Six Cert. Classes

BANC OF AMERICA: Moody's Downgrades Ratings on 12 Tranches
BAYOU GROUP: Judge Hardin Approves Klestadt as Special Counsel
BAYOU GROUP: Has Until November 30 To File Chapter 11 Plan
BEAR STEARNS: Foreign Reps. File Opening Appellant Brief
BEAR STEARNS: Massachusetts Files Admin. Complaint Against BSAM

BELL MICRO: Has Until January 31 to Comply with Nasdaq Listing
BOMBARDIER RECREATIONAL: Moody's Withdraws Ratings on Term Loans
BORGWARNER CAPITAL: Moody's Reviews Preferred Shelf's  Rating
BOWIE RESOURCES: Sixth Circuit Sheds Light on Sec. 363 Asset Sale
BRODERICK CDO: S&P Puts 'BB+' Rating Under Negative CreditWatch

CARBIZ INC: Commences Sales and Collections Operations in Kentucky
CHRYSLER LLC: Officially Seals New Labor Agreement with UAW
CITIGROUP MORTGAGE: Moody's Downgrades Ratings on 16 Tranches
CLEARANT INC: Net Loss Drops to $576,000 in Qtr. ended Sept. 30
COMVERSE TECH: Consolidates Management Structure with Affiliate

CONSECO FINANCE: S&P Assigns Default Rating on Class B-2 Loan
DANA CORP: Gets Court Approval to Settle 7,500 Asbestos Claims
DAVI & VALENTI: Files List of 18 Largest Unsecured Creditors
DEED AND NOTE: Files List of 12 Largest Unsecured Creditors
DELPHI CORP: Reaches Agreement with Investors on Plan Amendments

DEUTSCHE BANK: Moody's Downgrades Ratings on 62 Tranches
DOBSON COMMUNICATIONS: S&P Retains Ratings Under Positive Watch
DUNMORE HOMES: Wants Court Nod to Use Lenders' Cash Collateral
DUNMORE HOMES: Asks Court OK to Obtain $1 Million DIP Financing
DURA AUTOMOTIVE: U.S. Trustee Objects to Chapter 11 Plan

DURA AUTOMOTIVE: Noteholders Support U.S. Trustee's Objections
DURA AUTOMOTIVE: Second Lien Group Objects to Chapter 11 Plan
EAGER BEAVER: Case Summary & 14 Largest Unsecured Creditors
EL PASO: S&P Affirms 'BB' Corporate Credit Ratings
EQUITY ONE: S&P Cuts Rating on Class B Certs. to BB from BBB

FEUERMAN STUDIOS: Case Summary & 18 Largest Unsecured Creditors
FIRST FRANKLIN: Moody's Cuts Ratings on 9 Certificate Classes
GILLESPIE ACQUISITION: Case Summary & 30 Largest Unsec. Creditors
GSR TRUST: Poor Collateral Performance Cues S&P to Cut Ratings
GSV INC: Posts $1,716 Net Loss in Third Quarter Ended Sept. 30

HINES HORTICULTURE: Sept. 30 Balance Sheet Upside-Down by $1.2 M.
HOLLINGER INC: Sept. 30 Balance Sheet Upside-Down by CDN$133 Mil.
HOUGHTON INT'L: S&P Withdraws Ratings at Company's Request
HUNTINGTON NATIONAL: Moody's Places Ratings Under Review
INDEPENDENCE TAX: Sept. 30 Balance Sheet Upside-Down by $6.7 Mil.

INTEGRATED HEALTH: Sept. 30 Balance Sheet Upside-Down by $39.5 M.
INTERNATIONAL MANAGEMENT: Trustee Wants to Sell NJ Property
IXION PLC: Moody's Junks Rating on $50 Million Notes
JOHNSTON BREWING: Case Summary & 20 Largest Unsecured Creditors
KEY ENERGY: Prices $425 Million of 8.375% Sr. Notes Offering

LEAP WIRELESS: Delays 10Q Filing Due to Financial Restatements
LEVITZ FURNITURE: Employs Kurtzman Carson as Notice & Claims Agent
LEVITZ FURNITURE: Hires Rodman & Renshaw as Financial Advisor
LOCHSONG LTD: Moody's Reviews Ratings on Three Note Classes
MAGELLAN HEALTH: S&P Lifts Debt Issue Ratings to BBB- from BB

MARLIN LEMPKE: Case Summary & 10 Largest Unsecured Creditors
MCMORAN EXPLORATION: Completes $300 Mil. Sale of Senior Notes
MIRANT CORP: To Return $4.6 Billion in Excess Cash to Stockholders
MIRANT CORP: Buyback Program Cues S&P to Hold 'B+' Rating
MOBIUS ENTERTAINMENT: Defaults on $12.65 Million State Loan

MONEYGRAM INT'L: Moody's Lowers Issuer Rating to Ba1 from Baa3
MORGAN STANLEY: S&P Affirms 'B-' Rating on $3 Million Notes
MOVIE GALLERY: Won't be Able to File Plan Before November 27
MOVIE GALLERY: Delays Form 10-Q Filing for Qtr. Ended Sept. 30
MOVIE GALLERY: Court Gives Final Okay to $150MM Goldman Sachs Loan

MTI TECHNOLOGY: Gets Final OK to Use DIP Funds and Cash Collateral
NATURADE INC: President and CEO Richard Munro Resigns
NEAH POWER: Completes $500,000 Convertible Debenture Offering
NELLSON NUTRACEUTICAL: Examiner Says Ch. 11 Trustee Not Necessary
NEUMANN HOMES: Section 341(a) Meeting Scheduled for December 20

NEUMANN HOMES: Has Until Dec. 17 to File Schedules & Statements
NEW YORK RACING: Hearing on Exclusivity Periods Moved to Dec. 12
NEW YORK RACING: Plainfield Balks at Exclusive Period Extension
NICHOLS BROTHERS: Files Chapter 11 Bankruptcy in Washington
NORTHERN ROCK: Changes Board with 2nd Phase of Strategic Review

NUANCE COMMS: Posts $3.4 Mil. Net Loss in Quarter Ended Sept. 30
PACIFIC LUMBER: Bank of New York Wants Mediation Procedures Set
PACIFIC LUMBER: Scopac Wants Cash Collateral Use Until Feb. 2008
PALM COAST: Case Summary & Three Largest Unsecured Creditors
PARMALAT SPA: Could Get EUR3.1 Billion from Claims Settlement

PARMALAT SPA: Italian Prosecutors Pursue BofA Link Evidence
PAUL DE MARRAIS: Case Summary & Seven Largest Unsecured Creditors
PEOPLOUNGERS INC: Committee Says Asset Sale Has "No Benefit"
PERFORMANCE TRANSPORTATION: Case Summary & 30 Largest Creditors
PETRO ACQUISITION: Receiver Puts Units Under Chapter 11

POPE & TALBOT: Files Ch. 11 Petition under U.S. Bankruptcy Code
POPE & TALBOT: Case Summary & 29 Largest Unsecured Creditors
PRESTON CDO I: Moody's Puts Low-B Ratings on $28 Million Notes
REMY WORLDWIDE: Bankruptcy Court Approves CVC Settlement Agreement
REMY WORLDWIDE: Can Assume Caterpillar Inventory Agreement

RESIDENTIAL ASSET: Moody's Lowers Ratings on 21 Cert. Classes
RG GLOBAL: June 30 Balance Sheet Upside-Down by $8.7 Million
RUTLAND RATED: Moody's Junks Rating on $20 Million Series 40 Notes
RUTLAND RATED: Moody's Junks Rating on $5 Million Series 41 Notes
RUTLAND RATED: Moody's Junks Rating on $12.5 Mil. Series 39 Notes

SCIENTIFIC GAMES: Completes Buy of 50% Stake in Guard Libang
SR TELECOM: Files for Creditor Protection under CCAA
STERLING AUTOMOTIVE: Customer Complaints May Lead to Bankruptcy
STRUCTURED ASSET: S&P Lowers Ratings on 10 Certificate Classes
STRUCTURED ASSET: Moody's Reviews Ratings on Two Cert. Classes

STRUCTURED ASSET: Moody's Cuts Rating on Class II-B-3 Certs. to B1
SUBURBAN PROPANE: Posts $32.1 Mil. Net Loss in Qtr. Ended Sept. 29
SYLVEST FARMS: Court Denies Administrator's Case Conversion Plea
TOWER AUTOMOTIVE: Reaches Settlement Resolving Michigan's Claim
TRIGEM COMPUTER: Representatives File Third Section 1518(1) Report

UNITED RENTALS: Moody's Affirms Ratings and Changes Outlook
US FARMS: Sept. 30 Balance Sheet Upside-Down by $104,224
VESTA INSURANCE: Gaines Plan Trustee Wants Nod on Settlement
VESTA INSURANCE: Court Okays Florida Select's Texas SDR Settlement
WACO ACQUISITIONS: Voluntary Chapter 11 Case Summary

WESTERN SPRINGS: Moody's Lowers Ratings on Seven Note Classes
WESTMORELAND COAL: Receives Non-Compliance Notice from AMEX
WHX CORP: Sept. 30 Balance Sheet Upside-Down by $78.5 Million
XEROX CORP: Solid Position Prompts Moody's to Lift Ratings

* Bridge Associates Names John Pidcock as Director

* Moody's Junks Rating on Credit Default Swap Reference CN100985
* Moody's Takes Rating Actions on Various Transactions
* S&P Addresses CreditWatch Placements on $3.3 Bil. Securities
* S&P Puts Ratings on 803 Classes of US RMBS Under Neg. Watch

* Large Companies with Insolvent Balance Sheets



                             *********

ABCDS 2006-1: Moody's Junks Ratings on $17 Million Notes
--------------------------------------------------------
Moody's Investors Service placed these notes issued by ABCDS 2006-
1, Ltd. on review for possible downgrade:

Class Description: $200,000,000 Senior Swap Agreement with Royal
                   Bank of Canada, London Branch

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

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

Class Description: $60,000,000 Class A-2 First Priority Senior
                   Secured Floating Rate Notes Due 2050

Prior Rating: Aaa
Current Rating: A2, on review for possible downgrade

Class Description: $51,600,000 Class A-3 Second Priority
                   Senior Secured Floating Rate Notes Due 2050

Prior Rating: Aaa
Current Rating: A3, on review for possible downgrade

Class Description: $48,600,000 Class B Third Priority Senior
                   Secured Floating Rate Notes Due 2050

Prior Rating: Aa2
Current Rating: Baa3, on review for possible downgrade

Class Description: $8,400,000 Class C Fourth Priority Mezzanine
                   Secured Floating Rate Deferrable Interest Notes
                   Due 2050

Prior Rating: A2
Current Rating: Ba3, on review for possible downgrade

Class Description: $12,000,000 Class D Fifth Priority Mezzanine
                   Secured Floating Rate Deferrable Interest Notes
                   Due 2050

Prior Rating: Baa2
Current Rating: Caa3, on review for possible downgrade

Class Description: $5,000,000 Class E Sixth Priority Mezzanine
                   Secured Floating Rate Deferrable Interest Notes
                   Due 2050

Prior Rating: Baa3
Current Rating: Caa3, on review for possible downgrade

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


ACA ABS: Moody's Downgrades Ratings on $562 Million Notes
---------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade two classes of notes issued by ACA ABS
CDO 2006-2, Limited. T he notes affected by today's rating action
are as follows:

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

Prior Rating: Baa3, on review for possible downgrade
Current Rating: B3, on review for possible downgrade

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

Prior Rating: B3, on review for possible downgrade
Current Rating: Caa2, on review for possible downgrade

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
November 1, 2007 of an event of default caused by a failure of the
Senior Class A Overcollateralization Ratio to equal or exceed
100%, as required under Section 5.1(h) of the Indenture dated
November 29, 2006.

ACA ABS CDO 2006-2, Limited is a collateralized debt obligation
backed primarily by a portfolio of RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to effect the calculation of
overcollateralization.  Thus, the Senior Class A
Overcollateralization Ratio failed to meet the required level.

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

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


ADVANCED MICRO: Secures $622 Mil. Investment from Mubadala Unit
---------------------------------------------------------------
AMD has received an investment from a subsidiary of Mubadala
Development Company.  Mubadala invested approximately
$622 million, receiving 49 million newly-issued shares at a price
per share of $12.70, the closing price of AMD common stock on Nov.
15, 2007.

AMD received approximately $608 million, after reimbursing
Mubadala for approximately $14.6 million in expenses.  AMD will
use the net proceeds from the sale of the shares of common stock
for general corporate purposes including accelerating its long-
term, customer-focused growth strategy by investing in R&D,
product innovations and manufacturing excellence.

"We proudly welcome Mubadala, a world-class investor, to the AMD
shareholder family.  This investment strengthens AMD's ability to
deliver customer-centric innovation and choice to the marketplace,
creating greater value for all of our shareholders," said AMD
chairman and CEO Hector Ruiz.

"AMD is a great fit for Mubadala's investment approach - a
spirited competitor and innovator led by a strong and visionary
management team," Khaldoon Khalifa Al Mubarak Mubadala CEO and
managing director said.  "We see significant opportunities for
long-term growth and value creation."

This is a non-controlling, minority investment.  Mubadala will not
receive any board representation as part of the deal.  This
transaction does not present a controlling investment or
acquisition subject to review by the Committee on Foreign
Investment in the U.S.

Merrill Lynch acted as financial advisor to AMD.  Lehman Brothers
acted as lead financial advisor to Mubadala; Morgan Stanley acted
as co-financial advisor.

               About Mubadala Development Company

Headquartered in Abu Dhabi, United Arab Emirates, Mubadala
Development Company -- http://www.mubadala.ae/-- is a strategic  
investment and development company that is wholly-owned by the Abu
Dhabi Government.  The company has an international portfolio,
with interests in sectors such as energy, heavy industry,
telecommunications, infrastructure, and aerospace.

               About Advanced Micro Devices Inc.

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. -- http://www.amd.com/-- (NYSE: AMD) designs and   
manufactures microprocessors and other semiconductor products.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Standard & Poor's Ratings Services affirmed its B/Negative/--
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, S&P assigned its 'B' rating
to the company's $1.5 billion 5.75% senior convertible notes due
2012, and raised the rating on the company's existing senior
unsecured debt to 'B' from 'B-', because the company no longer has
secured debt in its capital structure.

As reported in the Troubled Company Reporter on Aug. 13, 2007,
Fitch Ratings has assigned a 'CCC+/RR6' rating to Advanced Micro
Devices Inc.'s private placement of $1.5 billion 5.75% convertible
senior notes due 2012.  

Fitch also affirmed the company's Issuer Default Rating at 'B';
and Senior unsecured debt at 'CCC+/RR6'.

As reported in the Troubled Company Reporter on July 26, 2007,
Standard & Poor's Ratings Services affirmed its 'B/Negative/--'
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, Standard & Poor's lowered
the rating on the company's 7.75% senior notes due 2012 to 'B-'
from 'BB-', which is now rated the same as the company's other
senior unsecured notes, reflecting release of the collateral
securing the issue.


AEARO TECHNOLOGIES: $1.2BB 3M Co Deal Cues S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Aearo Technologies Inc. on CreditWatch with positive
implications, following the announcement that 3M Co. (AA/Stable/A-
1+) will acquire the company for $1.2 billion. S&P did not place
the ratings on Aearo's total debt of $675 million on CreditWatch,
because S&P expect the debt to be refinanced as part of the
acquisition (as per covenants in the credit agreement).

Furthermore, S&P expect to withdraw the corporate credit rating
shortly after the close of the acquisition, expected in the first
quarter of 2008.


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

Bankruptcy Case No.: 07-15511

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        A.F.M. 806, Inc.                           07-15512
        A.F.M. 807, Inc.                           07-15513
        A.F.M. 810, Inc.                           07-15514
        A.F.M. 812, Inc.                           07-15515
        A.F.M. 814, Inc.                           07-15516
        A.F.M. 815, Inc.                           07-15517
        A.F.M. 816, Inc.                           07-15518
        Ohio Valley A.F.M., Inc.                   07-15506

Type of Business: The "A.F.M." Debtors are subsidiaries of Waco
                  Acquisitions, Inc.  Ohio Valley A.F.M., Inc., is
                  a subsidiary of OV Acquisition, Inc.  Waco
                  Acquisition and OV Acquisition are subsidiaries
                  of Petro Acquisitions, Inc.

                  The "A.F.M" Debtors' principal business is the
                  operation of convenience stores in Kentucky.
                  Ohio Valley on the other hand is the national
                  franchiser of AmeriStop Food Mart convenience
                  stores and operates company-owned stores as
                  subsidiaries as well as franchise stores within
                  Ohio and Kentucky with a limited number of
                  stores in Indiana and Virginia.

                  Additional detail of the Debtors' bankruptcy
                  filing can be found under the Petro Acquisition
                  story published in today's Troubled Company
                  Reporter.

Chapter 11 Petition Date: November 12, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: Burton Perlman

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

Consolidated financial condition of the "A.F.M." Debtors as of
July 15, 2007:

    Total Assets: $13,813,422

    Total Debts:  $658,578

Consolidated financial condition of Ohio Valley, which includes
the AmeriStop Food Mart company owned stores, as of Aug. 12, 2007:

    Total Assets: $6,383,243

    Total Debts:  $3,331,415

Consolidated List of the Debt30 Largest Unsecured Creditors of
Debtors:

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

   Core-Mark International                              $865,190
   Attention: Bankruptcy
   1055 Salt River Road
   Leitchfield, KY 42754

   Kentucky Lottery Corp.                               $159,619
   Attention: Bankruptcy
   Contact: President
   6040 Dutchman's Lane
   Louisville, KY 40205-3271

   Dinsmore & Shol                                      $137,961

   Joseph Decosimo & Co.                                $153,027

   Pepsi-Cola Bottling-Cincinnati                        $79,586

   Coca Cola Bottling Co.                                $46,008

   C.N.A. Insurance                                      $35,542

   Trauth Dairy                                          $27,532

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

   Radio Station 94.9                                    $19,363

   Home City Ice Co.                                     $17,900

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

   Flanagan, Lieberman, Hoffman & Swaine                 $10,304

   The Merten Group                                      $12,240

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

   Charles Deglow                                         $9,619

   Tri-State Juice                                        $9,349

   Narendra Patel                                         $7,524

   RJM Management                                         $7,429

   Cox Auto Trader                                        $7,240

   ZEP Manufacturing Co.                                  $7,217

   Duke Energy                                            $7,085

   Tri-State Service Station                              $7,024

   Movie Gallery U.S. Inc.                                $6,838

   M.W. Davis                                             $6,382

   Frito-Lay, Inc.                                        $6,168

   Staples                                                $6,087

   Movies U Buy/S.Q.S.                                     $6,144

   Marge Schott                                           $5,881


AGILENT TECHNOLOGIES: Board Approves Share-Repurchase Program
-------------------------------------------------------------
Agilent Technologies Inc. said that its Board of Directors has
approved a share-repurchase program of up to $2 billion of its
common stock over the next two years.  Agilent completed its
previous $2 billion share buyback in October, bringing its
cumulative repurchases to $6.466 billion since the program's
inception in 2005.

""The Board's decision reflects our confidence in Agilent's
operating model and strong cash flow," said Bill Sullivan, Agilent
president and chief executive officer.  "It also demonstrates our
continuing commitment to return excess cash to the owners."

Agilent anticipates the share-repurchase program will be
implemented using a variety of methods, which may include open-
market purchases, block trades, accelerated share-repurchase
transactions or otherwise, or by any combination of such methods.  
The number of shares to be repurchased and the timing of any
repurchases will depend on factors such as the stock price,
economic and market conditions, and corporate and regulatory
requirements.  The stock-repurchase program may be suspended or
discontinued at any time.

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/--  
is a measurement company and a technology leader in
communications, electronics, life sciences and chemical analysis.  
The company's 19,000 employees serve customers in more than 110
countries.  The company has operations in India, Argentina, Puerto
Rico, Bolivia, Paraguay, Venezuela, and Luxembourg, among others.


AGILENT TECH: Moody's Says Stock Repurchase Won't Affect Ratings
----------------------------------------------------------------
Agilent Technologies, Inc. announcement that its board has
authorized a new $2 billion common stock repurchase program to be
implemented over the next two years will not impact Agilent's
credit rating, according to Moody's Investors Service.  The share
repurchase is expected to be funded with proceeds from free cash
flow, cash and option exercises.

Moody's believes the announcement will not impact Agilent's
ratings given the company's strong liquidity even after
considering the planned share repurchase program.  Nonetheless,
the announcement continues to indicate an aggressive use of
Agilent's significant balance sheet liquidity ($1.8 billion of
unrestricted cash as of October 2007) since we expect free cash
flow after acquisitions for fiscal 2008 to be less than the $1
billion of annual share repurchases planned.  As such, the
company's continued use of free cash flow for non-productive
purposes reduces financial flexibility and could constrain the
rating at the current rating level.  In October 2007, the company
completed a $600 million debt offering to replenish cash balances
that were used to fund the remaining purchases under its fiscal
2007 $2 billion accelerated stock buyback program.  Moody's noted
that at the current rating category, Agilent had capacity to incur
the additional debt supported by higher EBITDA levels.

The Ba1 rating currently incorporates financial policies that are
not fully aligned with creditor interests as well as the potential
for leveraging event risk.  The rating also captures the
expectation that healthy liquidity and low balance sheet leverage
will be maintained.  Moody's notes the maintenance of strong
liquidity is critical in order to ensure the ability to continue
investing in new product development during the inevitable
industry down cycles and also to maintain flexibility for
opportunistic acquisitions that fill in technology gaps or round
out service capabilities.

Following the execution of the share repurchase program, Moody's
expects that Agilent will maintain cash balances of around $1
billion or more in addition to having access to a $300 million
multiyear committed unsecured credit facility.  Additional
liquidity support is derived from our expectation that free cash
flow generation will remain robust through cycles given that
operating performance continues to be solid.  Moody's expects that
the bulk of free cash flow is likely to be used for strategic
acquisitions and share repurchases under the new $2 billion share
repurchase program, thereby limiting further cash buildup.  To the
extent that acquisitions plus share repurchases were to
significantly exceed amounts provided by the company's free cash
flow for a sustained period, the rating or outlook would not
likely experience upward pressure.

Headquartered in Santa Clara, California, Agilent Technologies,
Inc. is a leading measurement technology company serving the
communications, electronics, life sciences and chemical analysis
industries.  Net revenues for the twelve months ended October 31,
2007 were $5.4 billion.


ALLTEL CORP: Tender Offers for Debt Securities Expires
------------------------------------------------------
Alltel Corporation disclosed the expiration, as of 8:00 a.m., New
York City time, on Nov. 16, 2007, of the cash tender offers and
consent solicitations by its wholly-owned subsidiaries, Alltel
Communications, Inc. and Alltel Ohio Limited Partnership, for
their outstanding debt securities.

The final results of the tender offers and consent solicitations
for the Securities are:

1) Issuer: ACI
   Title of Security & CUSIP No.: 6.65% Senior Notes due 2008
   (CUSIP No. 885571AE9)
   Principal Amount Outstanding: $38,981,000
   Amount of Securities Tendered: $26,189,000
   Approximate Percentage Tendered: 67.18%

2) Issuer: ACI
   Title of Security & CUSIP No.: 7.60% Senior Notes due 2009
   (CUSIP No. 885571AD1)
   Principal Amount Outstanding: $52,974,000
   Amount of Securities Tendered: $49,272,000
   Approximate Percentage Tendered: 93.01%

3) Issuer: Alltel Ohio
   Title of Security & CUSIP No.: 8.00% Notes due 2010
   (CUSIP No. 02003XAA8)
   Principal Amount Outstanding: $297,338,000
   Amount of Securities Tendered: $280,038,000
   Approximate Percentage Tendered: 94.18%

As a result of receiving consents from holders of more than a
majority in aggregate principal amount of each series of
Securities, each Issuer has entered into a supplemental indenture
implementing the proposed amendments to the relevant indentures
governing the Securities, which eliminate or make less restrictive
certain restrictive covenants and conditions to defeasance, as
well as certain events of default with respect to certain series
of Securities, and related provisions in the indentures.

Citi and Goldman, Sachs & Co. acted as dealer managers for the
tender offers and as solicitation agents for the consent
solicitations.  For additional information regarding the terms of
the tender offers and consent solicitations, please contact: Citi
at (800) 558-3745 (toll-free) or Goldman, Sachs & Co at (877) 686-
5059 (toll free).  Requests for documents may be directed to
Global Bondholder Services, which acted as the depositary and
information agent for the tender offers and consent solicitations,
at (866) 540-1500 (toll-free).

Headquartered in Little Rock, Arkansas, ALLTEL Corporation
(NYSE:AT) -- http://www.alltel.com/-- operates America's largest   
wireless network, which delivers voice and advanced data services
nationwide to 12 million customers.  Alltel is a Forbes 500
company with annual revenues of nearly $8 billion.

                      *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services lowered its ratings on ALLTEL
Corp., including its corporate credit rating, which was lowered to
'B+' from 'BB'.  The outlook is
negative.

As reported in the TCR on Nov. 9, 2007, Fitch Ratings downgraded
the ratings of Alltel Corporation and its subsidiaries, Alltel
Communications Inc. and Alltel Ohio Limited Partnership including
Alltel Corp.'s Issuer Default Rating to 'B' from 'BB-'; $1.5
billion credit facility to 'CCC+/RR6' from 'BB-'; Senior unsecured
debt to 'CCC+/RR6' from 'BB-'; and ACI's IDR to 'B' from 'BB-';
$39 million senior unsecured notes due 2008 to 'B/RR4' from 'BB-';
$53 million senior unsecured notes due 2009 to 'B/RR4' from 'BB-'.  
Fitch also lowered Alltel Ohio's IDR to 'B' from BB-' and $297
million senior unsecured notes due 2010 'B/RR4' from 'BB-'.

As reported in the TCR on Nov. 6, 2007, Moody's Investors Service
assigned a B2 Corporate Family Rating and a SGL-2 Speculative
Grade Liquidity Rating to Alltel Corporation.  In addition,
Moody's assigned a Ba3 rating to the senior secured facilities and
a Caa1 rating to the senior unsecured facilities related to the
acquisition of Alltel Communications Inc.


ALLTEL CORP: Completes $27.5 Billion Sale to Atlantis Holdings
--------------------------------------------------------------
Alltel Corp. has completed the closing of its merger with Atlantis
Holdings, LLC, an affiliate of TPG Capital and GS Capital
Partners, in a transaction valued at $27.5 billion.  Holders of
Alltel common stock will receive $71.50 per share in cash under
the terms of the merger agreement, which was adopted by Alltel
shareholders at a special meeting on Aug. 29, 2007.

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Alltel Corp. disclosed that the Federal Communications Commission
has approved the proposed acquisition of Alltel by Atlantis.

As a result of the transaction, Alltel's stock will cease trading
on the New York Stock Exchange at close of market on
Nov. 16, 2007.

"This transaction delivers substantial value to our shareholders,
and we want to thank them again for their support through the
years," Scott Ford, Alltel's president and chief executive
officer, said.

Headquartered in Little Rock, Arkansas, ALLTEL Corporation
(NYSE:AT) -- http://www.alltel.com/-- operates America's largest   
wireless network, which delivers voice and advanced data services
nationwide to 12 million customers.  Alltel is a Forbes 500
company with annual revenues of nearly $8 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services lowered its ratings on ALLTEL
Corp., including its corporate credit rating, which was lowered to
'B+' from 'BB'.  The outlook is
negative.

As reported in the TCR on Nov. 9, 2007, Fitch Ratings downgraded
the ratings of Alltel Corporation and
its subsidiaries, Alltel Communications Inc. and Alltel Ohio
Limited Partnership including Alltel Corp.'s Issuer Default Rating
to 'B' from 'BB-'; $1.5 billion credit facility to 'CCC+/RR6' from
'BB-'; Senior unsecured debt to 'CCC+/RR6' from 'BB-'; and ACI's
IDR to 'B' from 'BB-'; $39 million senior unsecured notes due 2008
to 'B/RR4' from 'BB-'; $53 million senior unsecured notes due 2009
to 'B/RR4' from 'BB-'.  Fitch also lowered Alltel Ohio's IDR to
'B' from BB-' and $297 million senior unsecured notes due 2010
'B/RR4' from 'BB-'.

As reported in the TCR on Nov. 6, 2007, Moody's Investors Service
assigned a B2 Corporate Family Rating and a SGL-2 Speculative
Grade Liquidity Rating to Alltel Corporation.  In addition,
Moody's assigned a Ba3 rating to the senior secured facilities and
a Caa1 rating to the senior unsecured facilities related to the
acquisition of Alltel Communications Inc.


AMP'D MOBILE: Wants to Sell Warrant to Buy 375,000 Obopay Shares
----------------------------------------------------------------
Amp'd Mobile Inc. seeks permission from the U.S. Bankruptcy Court
for the District of Delaware to sell certain warrant to purchase
375,000 shares of the common stock of Obopay Inc.

On July 12, 2006, Obopay has entered into a partnership with Amp'd
Mobile.  Under the terms of the agreement, the two companies,
offered a mobile payment service, Obopay-Amp'd to Amp'd Mobile
subscribers, and Amp'd Mobile agreed to promote the service to all
Amp'd subscribers.  

Kathryn D. Sallie, Esq., at The Bayard Firm, stated that the
Debtor will complete the intended sale without further notice,
hearing or court order pursuant to Court-approved de minimis asset
sale procedures, if no objection is filed against the sale notice.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164, 569,842. The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


ARIZANT INC: S&P Revises Senior Facility Recovery Rating to 3
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
recovery rating on Minneapolis, Minnesota-based Arizant Inc.'s
senior secured revolving credit facility and term loan to '3'
from '4'.
      
"This revision predominantly reflects the company's debt
reduction, and changes to our assumptions around U.S. versus
foreign EBITDA," said Standard & Poor's credit analyst Jesse
Juliano.
     
The '3' recovery rating indicates S&P's expectations for
meaningful recovery (50%-70%) in the event of a payment default.  
The senior secured rating on the revolver and term loan remains
'B+'.  The corporate credit rating is affirmed at 'B+'; the
outlook is stable.
           
The speculative-grade ratings on Arizant reflect its limited size
and resources, its operation within a niche market, and the
potential for debt-financed acquisitions or dividends.  These
factors overshadow the company's leading position in the
temperature management market, its consistent growth, and its very
conservative capital structure for the current rating.
     
Arizant is the leading manufacturer of perioperative temperature
management products.  Its three product lines are disposable
warming blankets used during surgery, fluid warming devices, and
disposable hospital warming gowns.  The company generates largely
recurring revenue because disposable products are used with its
growing installed base of fixed warming units.


ARMSTRONG HOLDINGS: Commences Asset Distribution on December 12
---------------------------------------------------------------
Armstrong Holdings Inc. disclosed its timetable for dissolution
including distribution of net assets to shareholders.
    
Dec. 5, 2007, will be the last day of trading in ACKH common
stock, and will be the record date for shareholders entitled to
receive a final distribution of the company's net assets.  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.

After 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.

                 About Armstrong Holdings Inc.
    
Based in Lancaster, Pennsylvania, Armstrong Holdings Inc. (OTC
Bulletin Board: ACKH) -- http://www.armstrong.com/-- was the  
parent holding company of Armstrong World Industries Inc.  On Oct.
2, 2006, Armstrong World Industries Inc. emerged from Chapter 11
reorganization under its Fourth Amended Plan of Reorganization,
which provided for the cancellation of the AWI stock owned by the
company.   The company has conducted no business and had no
operations since Oct. 2, 2006.


ASHTON PLACE: Moody's Holds Rating and Revises Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Services has affirmed the Caa3 rating on Texas
State Affordable Housing Corporation, Multifamily Housing Revenue
Bonds (Ashton Place and Woodstock Apartments Project) Senior
Series 2001A and C rating on outstanding Series 2001C and Series
2001D bonds.  The ratings affirmation affects $8,665,000
outstanding Series 2001A bonds, $1,025,000 outstanding Series
2001C bonds and $1,025,000 outstanding Series 2001D bonds.  The
outlook has been revised to negative and reflects numerous Events
of Default as outlined in the Trust Indenture, including, further
tapping the Senior Series 2001A Debt Service Reserve Fund, and
insufficient funds in the Series 2001C and Series 2001D Debt
Service Reserve Funds, to make debt service payments.

Occupancy has continued to trend upward at Woodstock Apartments,
currently at 80%, compared to 73% as of May, 2007.  Ashton Place
continues to report occupancy rate of approximately 90%.  NOI and
debt service coverage show slight improvement.  Based on FY 2006
audited financials, debt service coverage on the senior bonds was
0.73 times (excluding the reserve for repair and replacement)
compared to 0.62 a year earlier. Debt service coverage on the
Series C bonds, net of senior debt service, was -2.08 times
(excluding the reserve for repair and replacement); debt service
coverage on the Series D bonds, net of senior and sub debt
service, was -2.70 times (excluding the reserve for repair and
replacement).

The outlook for the bonds has been revised to negative.  The
revised outlook reflects continuing Events of Default and the
properties' poor financial condition.  Due to the management's
failure to submit sufficient funds, the Trustee tapped reserve
funds in the amount of $192,857.87 from the Series 2001A Debt
Service Reserve Fund to make the August 1, 2007 principal and
interest payment on the Series 2001A bonds.  Furthermore, both
properties are in need of various interior and exterior repairs,
which could cause an additional strain on the projects' financial
resources.


AVET COACH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Avet Coach Corporation
        1369 Blondell Avenue
        Bronx, NY 10461

Bankruptcy Case No.: 07-13641

Type of Business: The Debtor offers ambulette transportation
                  services in the metropolitan area.
                  See http://www.avet.com/

Chapter 11 Petition Date: November 16, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Wendy B. Green, Esq.
                  Forman Holt & Eliades LLC
                  218 Route 17 North
                  Rochelle Park, NJ 07662
                  Tel: (201) 845-1000
                  Fax: (201) 845-9112

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
   ------                        ---------------     ------------
Christine Hernandez                                      $435,000
c/o  The Goodarb Law Firm
99 Wall Street, 19th Floor
New York, NY 10005

American Express                                         $225,000
P.O. Box 2855
New York, NY 10116-2855

New York Department                                      $147,000
Taxation & Finance
TSRD Prompt Tax WA Harriman
State Complex
Albany, NY 12227

Cananwill, Inc.                  Auto Liability          $130,000
                                 Insurance Finance

Syvio Abreu                                              $120,000

Wells Fargo                                              $100,000

National Continental Insurance                            $87,000

Local 531 IBT Health & Welfare                            $70,000

Babbekov                                                  $50,000

Miguel Cabrera                                            $50,000

Canon                            Copier Lease             $47,000

Digitech Computers, Inc.                                  $45,000

Sayegh Auto                                               $40,000

Sarad Marketing, Inc.                                     $30,000

Local 707 Health & Welfare Fun                            $22,000

T and S Gas Center                                        $20,000

Ben's Auto Parts                                          $14,000

Parkmatic                                                 $13,000

C.J. Fleet                                                $12,000

Excel Distributors                                         $6,000


BANC OF AMERICA: S&P Holds Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.' s series 2004-3.  
Concurrently, S&P affirmed its ratings on all remaining classes
from the same series.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The upgrades of several pooled certificates reflect the defeasance
of $78 million (7%) of the pool's collateral since issuance.
     
The upgrades of the nonpooled UH classes follow our analysis of
the U-Haul portfolio loan and are primarily due to the
deleveraging of the loan since issuance.  All of the cash flows on
the UH classes are derived from the U-Haul Portfolio loan.  The
upgrades of the nonpooled SS classes follow S&P's analysis of the
17 State Street loan and are primarily due to the improved
operating performance of the collateral securing the loan since
issuance.  All of the cash flows on the SS classes are derived
from the 17 State Street loan.

As of the July 10, 2007, remittance report, the collateral pool
consisted of 91 loans with an aggregate trust balance of
$1.11 billion, compared with 94 loans with a $1.27 billion balance
at issuance.  The master servicer, Bank of America, reported
financial information for 96% of the pool, excluding
the defeased loans.  Ninety-five percent of the servicer-reported
information was full-year 2006 data.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.69x, up slightly from 1.61x at issuance.  All of the
loans in the pool are current, and there are no loans with the
special servicer.  To date, the trust has not experienced any
losses.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $416.2 million (45%) and a weighted average
DSC of 1.88x, compared with 1.84x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans, and all of the
collateral was characterized as "good."
     
Credit characteristics for two of the top 10 loans, the U-Haul
Portfolio and 17 State Street loans, remain consistent with those
of investment-grade obligations.  Details are:

     -- The U-Haul Portfolio loan is the largest loan in the
        pool, with a trust balance of $103.4 million and a
        whole-loan balance of $172.4 million.  The whole-loan
        balance consists of the $103.4 million senior interest,
        which is included in the trust, and a $68.9 million
        subordinated interest that is held in a separate REMIC
        in the trust.  The loan is secured by a first mortgage
        encumbering the fee interest in 77 U-Haul self-storage
        properties and one U-Haul truck rental facility
        encompassing 44,931 units.  The properties, which are
        located in 24 states, were built between 1920 and 2003
        and renovated between 1994 and 2001. W.P Carey & Co.
        purchased the properties in conjunction with a 20-year
        sale/leaseback transaction. Under the master lease, the
        current economic occupancy is 100%.  Standard & Poor's
        adjusted net cash flow is similar to its level at
        issuance.

     -- 17 State Street, the second-largest loan in the pool,
        has a trust balance of $74.2 million and a whole-loan
        balance of $109.7 million.  The whole-loan balance
        consists of the $74.2 million senior interest, which is
        included in this transaction, a $13.4 million
        subordinated interest that is held in a separate REMIC
        in the trust, and a $22 million B note that is held
        outside of the trust.  The loan is secured by the fee
        interests of a 49-story class A office building in New
        York, New York.  The property was built in 1988 and
        consists of 531,526 net rentable sq. ft.  Occupancy as
        of June 30, 2007, was 100%, and the year-end 2006 DSC
        was 1.59x.  Standard & Poor's adjusted NCF has
        increased 16% from its level at issuance.

BofA reported a watchlist of 16 loans with an aggregate
outstanding balance of $110.1 million (10%).  The largest loan on
the watchlist, Woodland Park Plaza Office Building ($16.1 million,
1%), is secured by a 225,727-sq.-ft. office property in Houston,
Texas.  The loan is on the watchlist because of a low DSC (0.19x)
as of March 31, 2007.  Occupancy fell to 61% after two major
tenants vacated when their leases expired at the end of 2006.  
However, several new leases were executed in the first half of
2007, and occupancy is expected to increase to 95%.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    

                         Ratings Raised
     
            Banc of America Commercial Mortgage Inc.
      Pooled commercial mortgage pass-through certificates
                          series 2004-3

                       Rating
                       ------
           Class     To      From   Credit enhancement
           -----     --      ----   ------------------
           B         AA+     AA           13.17%
           C         AA      AA-          12.05%

            Banc of America Commercial Mortgage Inc.
    Nonpooled commercial mortgage pass-through certificates
                          series 2004-3

                                 Rating
                                 ------
                     Class     To      From
                     -----     --      ----
                     UH-D      AA+     AA                
                     UH-E      AA      AA-               
                     UH-F      AA-     A+                
                     UH-G      A       A-               
                     UH-H      A-      BBB+                
                     UH-J      BBB     BBB-                
                     SS-B      BBB+    BB+               
                     SS-C      BBB     BB                
                     SS-D      BBB-    BB-                

                       Ratings Affirmed
     
            Banc of America Commercial Mortgage Inc.
      Pooled commercial mortgage pass-through certificates
                        series 2004-3

           Class    Rating         Credit enhancement
           -----    ------          ----------------
           A-3      AAA                  15.98%
           A-4      AAA                  15.98%
           A-5      AAA                  15.98%
           A-1A     AAA                  15.98%
           D        A                     9.67%
           E        A-                    8.55%
           F        BBB+                  7.01%
           G        BBB                   5.89%
           H        BBB-                  4.34%
           J        BB+                   3.92%
           K        BB                    3.36%
           L        BB-                   2.80%
           M        B+                    2.38%
           N        B                     2.10%
           O        B-                    1.82%
           X        AAA                    N/A

            Banc of America Commercial Mortgage Inc.
           Nonpooled commercial mortgage pass-through
                   certificates series 2004-3

                         Class    Rating
                         -----    ------
                         UH-A     AAA                   
                         UH-B     AAA                
                         UH-C     AAA                     


                      N/A - Not applicable.


BANC OF AMERICA: Moody's Downgrades Ratings on 12 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches and has placed under review for possible downgrade the
ratings of 6 tranches from 3 separate trusts established by Banc
of America Funding Corporation in 2006.  The collateral backing
these classes consists of primarily first lien, fixed and
adjustable-rate, Alt-A mortgage loans.

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

Issuer: Banc of America Funding 2006-7 Trust

  * Cl. T2-M-1 Currently Aa1 on review for possible downgrade,
  * Cl. T2-M-2 Currently Aa2 on review for possible downgrade,
  * Cl. T2-M-3 Currently Aa3 on review for possible downgrade,
  * Cl. T2-M-4, Downgraded to A2, previously A1,
  * Cl. T2-M-5, Downgraded to Baa1, previously A2,
  * Cl. T2-M-6, Downgraded to Baa2, previously A3,
  * Cl. T2-M-7, Downgraded to Ba1, previously Baa2,
  * Cl. T2-M-8, Downgraded to Ba3, previously Baa3,
  * Cl. T2-B-1, Downgraded to B2, previously Ba2.

Issuer: Banc of America Funding 2006-G Trust

  * Cl. M-6, Downgraded to Baa3, previously Baa2,
  * Cl. M-7, Downgraded to B3, previously Ba2.

Issuer: Banc of America Funding 2006-H Trust

  * Cl. M-1 Currently Aa1 on review for possible downgrade,
  * Cl. M-2 Currently Aa2 on review for possible downgrade,
  * Cl. M-3 Currently Aa3 on review for possible downgrade,
  * Cl. M-4, Downgraded to A3, previously A1,
  * Cl. M-5, Downgraded to Baa3, previously A3,
  * Cl. M-6, Downgraded to Ba3, previously Baa1,
  * Cl. M-7, Downgraded to Caa1, previously Baa3.


BAYOU GROUP: Judge Hardin Approves Klestadt as Special Counsel
--------------------------------------------------------------
The Hon. Adlai S. Hardin, Jr., of the United States Bankruptcy
Court for the Southern District of New York gave Bayou Group LLC
and its debtor-affiliates authority to employ Klestadt & Winters
LLP as its special counsel.

As the Debtor's special counsel, Klestadt & Winters is expected to
investigate the remaining adversary proceedings before the Court
for which the firm serves as counsel to various plaintiffs.

Tracy L. Klestadt, Esq., a partner of the firm, charges $495 per
hour for this engagement.  The firm's other professionals and
their compensation rates are:

     Professionals                 Hourly Rate
     -------------                 -----------
     Ian Winter, Esq.                 $395
     John Jureller, Esq.              $390
     Sean Southard, Esq.              $350
    
     Designations                  Hourly Rate
     ------------                  -----------
     Associates                    $175 - $300
     Paralegals                       $125

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

Mr. Klestadt can be reached at:

     Tracy L. Klestadt, Esq.
     Klestadt & Winters, LLP
     292 Madison Avenue, 17th Floor
     New York, New York 10017
     Tel: (212) 972-3000

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).   
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.   
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BAYOU GROUP: Has Until November 30 To File Chapter 11 Plan
----------------------------------------------------------
The Hon. Adlai S. Hardin, Jr., of the United States Bankruptcy
Court for the Southern District of New York further extended Bayou
Group LLC and its debtor-affiliates' exclusive periods to:

   a. file a Chapter 11 plan until Nov. 30, 2007; and

   b. solicit acceptance of that plan until Jan. 30, 2008.

According to the Debtors, this is the fourth and final request to
further extend their exclusive periods.

As previously reported in the Troubled Company Reporter, the
Debtors filed their Joint Chapter 11 Plan of Reorganization.  
However, at a Disclosure Statement hearing, Judge Hardin rejected
the Debtors' Amended Disclosure Statement.

Judge Hardin further said that fraudulent conveyance lawsuits
filed by the receiver against investors should continue.

The Debtors disclosed that they withdrew their motion to approve
the Disclosure Statement in light of the complicated legal issues
embodied in the Plan in favor of litigating 119 adversary
proceedings.  The Debtors however intend to seek approval of the
Disclosure Statement within the statutory period of exclusivity.

With respect to the ongoing adversary proceedings, the Debtors'
tell the Court that achievements to date include:

   * reviewing and analyzing preliminary discovery responses of
     defendants in the Adversary Proceedings;

   * filing Amended Complaints in 108 adversary proceedings for
     the benefit of defrauded creditors;

   * defeating motions to dismiss the Amended Complaints filed by
     defendants in 95 of the adversary proceedings;

   * defeating motions for summary judgment filed by defendants in
     24 adversary proceedings;

   * entering into court-approved settlement agreements with
     defendants in 8 adversary proceedings for the benefit of the
     Debtors' estates;

   * negotiating pending settlements with defendants in 39  
     adversary proceedings for the benefit of the Debtors' esates;

   * negotiating a discovery schedule for remaining 72 active
     adversary proceedings that could result in trial or summary       
     judgment motions by the end of 2007.

With respect to the ongoing adversary proceedings, the Debtors'
also said that achievements to date include:

   * reviewing and analyzing preliminary discovery responses of
     defendants in the Adversary Proceedings;

   * filing amended complaints in 113 adversary proceedings for
     the benefit of defrauded creditors;

   * defeating motions to dismiss the amended complaints filed by
     defendants in 95 of the Adversary Proceedings;

   * defeating motions for summary judgment filed by defendants in
     24 adversary proceedings;

   * entering into court-approved settlement agreements with
     defendants in 64 adversary proceedings for the benefit of the
     Debtors' estates;

   * negotiating pending settlements with six defendants in
     adversary proceedings for the benefit of the Debtors'
     estates;

   * negotiating an aggressive discovery schedule for remaining
     active adversary proceedings that could result in trial or
     summary judgment motions by the end of 2007; and

   * conducting depositions nationwide in the 42 active adversary
     proceedings.

The Debtors anticipate that, given this substantial progress on
these critical issues over the past 15 months, they will be able
to further develop and refine within the forthcoming two months an
appropriate, feasible, and equitable Plan that addresses the
resolution of the pending adversary proceedings and the
distribution of funds to the Debtors' defrauded investor
creditors.

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).   
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.   
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BEAR STEARNS: Foreign Reps. File Opening Appellant Brief
--------------------------------------------------------
Bear Stearns High-Grade Structured Credit Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structured Credit Strategies
Enhanced Leverage Master Fund, Ltd.,  filed on July 30, 2007,
provisional winding-up proceedings in the Grand Court of Cayman
Islands under the provisions of the Companies Law (2007 Revision)
of the Cayman Islands.  On the same day, the Funds filed
petitions in the U.S. Bankruptcy Court for the Southern District
of New York seeking recognition of the Cayman Islands liquidation
as a foreign main proceedings under Chapter 15 of the U.S.
Bankruptcy Code.

On July 31, 2007, the Cayman Islands Court appointed Simon Lovell
Clayton Whicker and Kristen Beighton, from KPMG, as the Bear
Stearns Funds' joint provisional liquidators and foreign
representatives.  The Cayman Court converted the provisional
liquidation to official liquidation in September.

In August 2007, Judge Burton R. Lifland of the U.S. Bankruptcy
Court for the Southern District of New York denied the Foreign
Representatives' Chapter 15 request finding that each of the
Funds' real seat and their "center of main interest" is the
United States, where they conduct the administration of their
interest on a regular basis, and the Southern District of New
York, where their principal interests, assets and management are
located.

The Foreign Representatives appealed from Judge Lifland's
Decision and asked the U.S. District Court in the Southern
District of New York to determine whether Judge Lifland erred in
finding that (i) the Funds' COMI are not located in the Cayman
Islands, hence their liquidation proceedings there are not
entitled to recognition as foreign main proceedings, and (ii) the
Funds do not have an "establishment" in the Cayman Islands, and
that, therefore, the foreign proceedings are not entitled to
recognition as foreign non-main proceedings.

                 Conflict with Chapter 15 Tenets

On the Foreign Representatives' behalf, Fred S. Hodara, Esq., at
Akin Gump Strauss Hauer & Feld, LLP, in New York, argues that
Judge Lifland's Decision conflicts with the basic tenets of
Chapter 15, which is to foster comity and cooperation between
American and foreign courts.

Mr. Hodara notes that Chapter 15 scholars, including Chapter 15
co-author Prof. Jay Westbrook in his work Locating the Eye of the
Financial Storm, uniformly stress that Chapter 15's purpose of
maximizing cooperation with foreign courts.  Judge Lifland, also
co-author of Chapter 15, in his work, Chapter 15 of the United
States Bankruptcy Code: An Annotated Section-by-Section Analysis,
has recognized the central role played by comity in Chapter 15.

Since Chapter 15 was enacted in 2005, U.S. Courts have granted
comity and recognition to Cayman Islands proceedings including:

   -- In re SPhinX, Ltd., 351 B.R. 103, 112 (Bankr. S.D.N.Y.
      2006) granting non-main recognition;

   -- In re Amerindo Internet Growth Fund Limited, Chapter 15
      Case No. 07-10327 (RDD)(Bankr. S.D.N.Y. March 7, 2007)
      granting foreign main recognition; and

   -- In re Bancredit Cayman Limited (In Liquidation), Chapter 15
      Case No. 06-11026 (SMB) (Bankr. S.D.N.Y. June 15, 2006)
      granting foreign main recognition.

Mr. Hodara asserts that Chapter 15 was designed to streamline the
process of granting recognition to foreign insolvency proceedings
making it "as simple, fast and inexpensive as possible," by
reducing it to "a simple documentary process, unless challenged."

The United Nations Commission for International Trade Law
reflects the same idea, Mr. Hodara contends, noting that that
UNCITRAL lists, as one of its key objectives, provisions of a
system designed "to provide expedited and direct access for
foreign representatives to the courts of the enacting State" and
to avoid the need to rely on cumbersome and time-consuming
letters rogatory or other forms of diplomatic or consular
communications that might otherwise have to be used."

To obtain approval of a Chapter 15 request, foreign
representatives must demonstrate that the foreign proceeding is
either a "main" or nonmain" proceeding.  A foreign main
proceeding, under Section 1502(4) of the Bankruptcy Code, is one
that is brought in the courts of the country where the debtor has
the COMI is located, while a foreign nonmain proceeding, under
Section 1502(2), is one that is brought in a country outside the
place of a COMI where the debtor has an "establishment," defined
in Section 1502(5), as "any place of operations where the debtor
carries out a nontransitory economic activity."  The Bankruptcy
Code, however, does not defined "nontransitory economic
activity."

Chapter 15 includes a statutory presumption that, in the absence
of evidence to the contrary, a foreign debtor's COMI is the place
where its registered offices are located, Mr. Hodara tells the
U.S. District Court.  This statutory presumption, he continues,
may be challenged only on the basis of evidence that the COMI is
in another country, or on the basis of the very narrow public
policy exception in Section 1506, which permits courts to refuse
to take actions manifestly contrary to the public policy of the
United States.

Mr. Hodara further contends that one of the key reasons for
streamlining the recognition process is predictability.  A
predictable recognition process is essential to the insolvent
entity's creditors, he adds.  In considering whether to recognize
foreign insolvency proceedings under Chapter 15, Mr. Hodara notes
that courts and commentators, including the High Court of Ireland
in In re Eurofood IFSC Ltd., Case C-341/04 (Grand Chamber), 2006,
agree that a Bankruptcy Court should heed the goals of respecting
international comity and meeting the reasonable expectations of
creditors.

           Erroneous Interpretation of COMI Presumption

Mr. Hodara tells the District Court that it is undisputed that
the Foreign Debtors submitted all of the requisite documents to
satisfy the threshold requirements for Chapter 15 recognition and
that their place of registration is in the Cayman Islands.  Thus,
Mr. Hodara asserts that the Cayman Islands are the presumptive
site of the Foreign Debtors' COMI.  No interested party has
challenged recognition and there is nothing to suggest that the
Chapter 15 Petitions were filed for anything but the proper
purposes, he adds.

The analysis of the COMI of a hedge fund cannot be considered as
if the hedge fund were a company that manufactures products or
provides services, he explains.  Typically, a hedge fund will
have no office or employees, because, unlike a typical business,
there are no "cooperations" in the traditional sense.  Instead,
hedge funds, by the actions of their boards of directors, enter
into various service contracts with investment managers,
administrators, attorneys, and auditors.  Therefore, he contends,
in the hedge fund context, the pivotal analysis must focus on the
expectations of creditors and investors that the law of the
country where the fund is incorporated will control both prior
to, and after commencement of, any insolvency proceedings.

Mr. Hodara also contends that initiation of the liquidation
proceedings in the Cayman Islands is consistent with the
expectations of the interested parties, which consist of four
investors and less than 20 creditors, many of which were
represented by Cayman Islands counsel before the commencement of
the Cayman Islands proceedings.  

The Bankruptcy Court ignored relevant evidence that buttresses
the presumption that the Foreign Debtors' COMI is in the Cayman
Islands, Mr. Hodara alleges.  The Bankruptcy Court, he points
out, focused on facts set forth in pleadings filed at the very
outset of the Foreign Debtors' Chapter 15 cases before the
Foreign Representatives had had a chance to investigate.  
Evidence presented prior to and during the Chapter 15 Request
hearings showed that Bear Stearns Asset Management, Inc., the
Funds' investment manager, managed investments located in
numerous jurisdictions, including the Cayman Islands and Europe,
he notes.  This is in contrary to the Bankruptcy Court's finding
that the assets managed by BSAM is located in the Southern
District of New York.

Mr. Hodara also alleges that Bankruptcy Court discounted a number
of relevant facts that contradicted its view of the Cayman
Islands office as a "letterbox."  While the Bankruptcy Court
acknowledged that two of High-Grade Fund' three investors are
registered Cayman Islands companies, it dismissed this fact on
the grounds that the investors were exempted foreign entities.

The Bankruptcy Court gave no consideration to the fact that on
the appointment of the Foreign Representatives as joint
provisional liquidators, the powers of the boards of directors
ceased and the absolute control of the Foreign Debtors was
transferred to Cayman Islands-based official liquidators, Mr.
Hodara says.

Moreover, Mr. Hodara alleges that the Bankruptcy Court completely
ignored other facts adduced at the August 27 hearing on the
Foreign Debtors' Chapter 15 Petition request, namely that:

   (a) the Foreign Debtors' prepetition attorneys are in the
       Cayman Islands;

   (b) the Foreign Debtors' prepetition auditors, Deloitte &
       Touche, performed auditing work in the Cayman Islands;

   (c) most, if not all, of the Foreign Debtors' remaining liquid
       assets are in bank accounts in the Cayman Islands;

   (d) the Foreign Representatives and the Foreign Debtors are
       governed by the laws and regulations of the Cayman
       Islands, where the only foreign proceedings, other than
       the Chapter 15 cases, are pending;

   (e) the Foreign Debtors are subject to Cayman Islands tax law
       and are not subject to U.S. income tax; and

   (f) the Foreign Debtors' investments included collateralized
       debt obligations constituted under Cayman Islands law.

Furthermore, Mr. Hodara alleges that the Bankruptcy Court erred
in failing to recognize the Foreign Proceedings as foreign
nonmain proceedings because the Foreign Debtors have
"establishments" in the Cayman Islands.

Mr. Hodara says the Foreign Representatives' evidentiary showing
of the business conducted in the Cayman Islands amply supports
recognition of the Cayman Islands proceedings at least as
foreign non-main proceedings based on a "place of operations
where the debtor carries out a non-transitory economic activity."

Accordingly, the Foreign Representatives asks the District Court
to reverse Judge Lifland's denial of their Chapter 15 request,
and recognize the Foreign Proceedings as foreign main proceedings
or, in the alternative, foreign non-main proceedings.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Massachusetts Files Admin. Complaint Against BSAM
---------------------------------------------------------------
The Enforcement Section of the Massachusetts Securities Division
in the office of Secretary of State William F. Galvin filed an
administrative complaint against Bear Stearns Asset Management,
Inc., for violating the Massachusetts Uniform Securities Act and
relevant regulations.  

Since September 1, 2003, until 2007, BSAM is the investment
manager of Bear Stearns High-Grade Structured Credit Strategies
Master Fund, Ltd., and Bear Stearns High-Grade Structure Credit
Strategies Enhanced Fund, Ltd., which filed for liquidation
proceedings in the Grand Court of Cayman Islands in July 2007 as
a result of the collapse of the U.S. sub-prime mortgage market.
BSAM solicited investors for the Cayman Funds.

The Complaint asserts that BSAM was trading securities, including
mortgage-backed securities and collateralized debt obligations,
from its own account with hedge funds it advised without properly
notifying the client funds' independent directors, as required by
federal and state securities laws as well as its own prospectus
disclosures and representations.  Under the Complaint, the
transactions that required prior approval from the Cayman Funds'
independent directors, 78.95% did not receive approval in 2006,
58.66% in 2005, 29.73% in 2004, and 18% in 2003.

Through the Complaint, the Enforcement Section wants to censure
BSAM and to take further action as may be deemed just and
appropriate by the hearing officer for the protection of
investors.  It also requires BSAM to (i) permanently cease and
desist from violating the Act and Regulations and (ii) pay an
administrative fine in an amount as may be determined.

Michael Regan, Esq., staff attorney of the Enforcement Section,
in Boston, Massachusetts, notes that the Investment Act of 1940
bars an investment adviser from engaging in principal
transactions with an advisory client "without disclosing to such
client in writing before the completion of such transaction the
capacity in which he is acting and obtaining the consent of the
client to such transaction."

The disclosure and consent procedure was known as a Principal
Trade Letter at BSAM, Mr. Regan said.  The PTL was designed as a
tool to minimize and control conflicts of interest between BSAM,
Bear, Stearns & Co., Inc., the Cayman Funds, and other investment
vehicles managed by BSAM.

The Complaint also asserted that BSAM failed to carry out its
obligations with regard to principal transactions from 2004 to
2007.  Mr. Regan pointed out that BSAM staff "with responsibility
for PTLs were uncertain as to when and why PTLs were necessary."  
BSAM neither trained nor oversaw the people who were supposed to
obtain approvals on principal trades from the Cayman Funds'
directors.  

Because the consent of the independent directors was not obtained
for many principal transactions, as required by federal law and
the BSAM offering documents, BSAM has violated the Massachusetts
Uniform Securities Act, Mr. Regan alleged.

"Investors are entitled to know when their investment adviser has
some stake in the other side of the deal, as Congress realized
back in 1940.  Investors must also be able to rely on truthful
information and representations provided in an Offering
Memorandum.  Bear Stearns Asset Management did not do what the
law and its own disclosures assured investors that it would do,"
Secretary Galvin said in a press release.

"The cavalier attitude that this company had about its various
conflicts of interest is intolerable.  This is a case that
demonstrates why existing rules regulating principal transactions
are so important for investors," Mr. Galvin continued.

"This begins to explain how the sub-prime genie got out of the
bottle," Mr. Galvin told the Associated Press.

William O'Connor, Esq., at Crowell & Moring, in New York, related
to AP that the Complaint "is an indication that there are a lot
more problems that are going to come out" involving alleged
conflicts of interest in mortgage-related investments.  "It's not
just about writing off losses.  You're going to see more and more
claims like this come forward," Mr. O'Connor continued.

To recall, the Securities Division of Mr. Galvin's office had
conducted a probe on whether the Funds' informed its independent
directors before engaging in trading transactions.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BELL MICRO: Has Until January 31 to Comply with Nasdaq Listing
--------------------------------------------------------------
Bell Microproducts Inc. has received the decision of the board of
directors of The NASDAQ Stock Market LLC granting to the company
until Jan. 31, 2008, to become compliant with the NASDAQ's
continued listing requirements.

The company also has received an additional staff determination
letter from NASDAQ stating that the company is not in compliance
with the requirements for continued listing pursuant to NASDAQ
Marketplace Rule 4310(c)(14), due to its failure to file its
Quarterly Report on Form 10-Q, for the quarter ended Sept. 30,
2007, on a timely basis.

This staff determination notice serves as an additional basis for
delisting the company's common stock from trading on NASDAQ.  The
company's common stock continues to trade on the NASDAQ Global
Market under the symbol "BELM," however, after Jan. 31, 2008, the
company's securities are subject to be delisted from trading.
    
The company is working to complete its financial restatements in
order to comply with its SEC filing requirements.  The company is
in the process of correcting identified errors in its financial
statements, including the accounting impacts associated with its
review of the company's historical stock option grant practices.

In addition to the accounting impact of its stock option
review, the company is also reviewing its historical accounting
treatment for certain reserves, accruals, and other accounting
estimates.  A committee of independent directors has been
appointed to complete this review.

                    About Bell Microproducts

Headquartered in San Jose, California, Bell Microproducts Inc.
(Nasdaq: BELM) -- http://www.bellmicro.com/-- is an       
international, value-added distributor of high-tech products,
solutions and services, including storage systems, servers,
software, computer components and peripherals, as well as
maintenance and professional services.  Bell is a Fortune 1000
company that has operations in Argentina, Brazil, Chile and
Mexico.

                         *     *     *

The company has received waivers from its lenders into March 2008
relating to the filing of financial reports with the SEC and the
provision of audited financial reports.


BOMBARDIER RECREATIONAL: Moody's Withdraws Ratings on Term Loans
----------------------------------------------------------------
Moody's Investors Service withdrew its proposed ratings on
Bombardier Recreational Products Ba2 senior secured revolver and
B1 senior secured term loan assigned on June 2007, following the
company's decision to postpone the offering due to current market
conditions.  At the same time, Moody's affirmed BRP's B1 corporate
family rating, B1 probability of default rating, the existing Ba2
rating of the senior secured revolver due 2011, and the B1 rating
of the senior secured term loan due 2013.  The rating outlook
continues to be negative.

"The negative outlook principally reflects Moody's concern that
consumer spending both in North America and in Europe, but
primarily in the United States, will soften in the near term
putting pressure on the company's operating performance," said
Kevin Cassidy, Vice President/Senior Credit Officer at Moody's
Investors Service.  "Although Moody's recognizes the operational
improvements the company has made over the last couple of years,
it has returned most of its profitability to shareholders in the
past" noted Cassidy.  He further stated that "Moody's expects that
the company will again lever up to improve shareholder return once
the capital markets improve"

BRP's rating could be downgraded if adjusted leverage approaches
5.5x either because of moderating operating performance or a
material increase in leverage or a combination of both.  On the
other hand, "the rating outlook could be stabilized if BRP
continues to improve its operating performance despite an expected
decline in consumer spending and maintains adjusted leverage
around 5x, even if it levers up for a dividend/share repurchase"
noted Cassidy.

Moody's subscribers can find additional information in the BRP
Credit Opinion published on Moodys.com.

Ratings withdrawn:

  -- CDN$250 million senior secured revolver, due 2012, at Ba2;

  -- CDN$1,125 million senior secured term loan, due 2013, at
     B1;

Ratings affirmed/assessments revised:

  -- Corporate family rating at B1;

  -- Probability of default rating at B1;

  -- CDN$250 million senior secured revolver, due 2011, at Ba2
     (to LGD 2, 28% from LGD 2, 25%);

  -- $720 million senior secured term loan, due 2013, at B1(to
     LGD 4, 54% from LGD 4, 51%)

With corporate headquarters in Valcourt, Quebec, Bombardier
Recreational Products Inc. is a leading designer, manufacturer,
and distributor of motorized recreational products worldwide. Net
sales for the twelve-month period ended July 2007 were
approximately CDN$2.8 billion.


BORGWARNER CAPITAL: Moody's Reviews Preferred Shelf's  Rating
-------------------------------------------------------------
Moody's Investors Service placed BorgWarner Inc.'s Baa2 Senior
Unsecured rating under review for possible upgrade.  The action is
prompted by debt reduction funded by stronger earnings and
significant free cash flow generated over the last nine months,
and follows the company's affirmation of 2007 guidance towards the
higher-end of earlier ranges.  During 2007 cash flows from the
company's wholly-owned operations have been applied to lower
balance sheet indebtedness at the parent level.  As a result,
BorgWarner's leverage and coverage metrics based upon its wholly-
owned operations have shown progressive improvement and are
approaching or exceeding levels that existed prior to the 2005
debt financed acquisition of a majority interest in BERU AG.

Moody's anticipates BorgWarner's global and customer
diversification, participation in several product areas with
leadership positions and growth prospects, and improving backlog
of business awards should permit these trends to continue.  The
review will focus on the sustainability of these developments,
including an assessment of the company's liquidity profile, and
the extent to which debt protection ratios may show incremental
progress.  In addition, the review will consider the role which
acquisitions may play in the company's strategy and the impact
which its plans for shareholder returns could have on debt
protection measures over the intermediate term.

Ratings placed under review for possible upgrade:

BorgWarner Inc.

   * Senior Unsecured, Baa2
   * Subordinate Shelf, (P)Baa3
   * Preferred Shelf, (P)Ba1

BorgWarner Capital Trusts, I, II, and III

   * Shelf ratings for Trust preferred, (P)Baa3

The last rating action was on May 24, 2007 when the ratings'
outlook was changed to positive from stable.

BorgWarner Inc., headquartered in Auburn Hills, MI, is a global
tier-1 automotive supplier focused on engine and drivetrain
products.  In 2006, revenues were approximately $4.6 billion. The
company operates manufacturing and technical facilities in 64
locations in 17 countries.


BOWIE RESOURCES: Sixth Circuit Sheds Light on Sec. 363 Asset Sale
-----------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit affirmed a
district court ruling stating that any sale related claim would be
extinguished by a Section 363 sale order unless expressly assumed
in an asset purchase agreement.

The Sixth Circuit's decision relates to a bankruptcy court
approved sale of Bowie Resources Limited's assets to, and
assumption of Bowie's executory contracts by, Appalachian Fuels
LLC, pursuant to an asset purchase agreement.  

                       TVA Contract Dispute

Al Perry Enterprises Inc., acting as sales agent for Bowie in
securing coal supply contracts, paid a commission on sales of coal
pursuant to the contracts.  One of the contracts was with the
Tennessee Valley Authority.  

A dispute arose between Bowie and Perry regarding Bowie's
obligation to pay commissions to Perry in connection with the TVA
contract.

As a result, Perry filed suit against Bowie in the United States
District Court for the Southern District of Indiana.

The case was resolved by the entry of an agreed judgment which
required Bowie to continue paying commissions to Perry in
connection with its sale of coal to TVA.  The agreed judgment also
required Bowie, should it enter bankruptcy proceedings, to assume
its contractual obligations to Perry under the agreed judgment.

                       Sec. 363 Asset Sale

Bowie and several related entities later commenced voluntary
Chapter 11 bankruptcy cases in the Bankruptcy Court for the
Eastern District of Kentucky at Ashland.  Bowie operated as a
debtor-in-possession until October 2003, and paid commissions to
Perry until July 2003.

On Sept. 12, 2003, the bankruptcy court entered an order
establishing auction procedures for the sale of Bowie's assets and
the assumption and assignment of executory contracts and unexpired
leases.

Bowie initially entered into an asset purchase agreement with JJM
Energy LLC for substantially all of Bowie's assets and the
assumption and assignment of executory contracts and unexpired
leases, including the TVA contract.

In accordance with the bankruptcy court's established auction
procedures, a notice of the proposed sale and the opportunity to
bid was prepared providing for the debtor to conduct an auction at
the offices of its counsel.

Bowie filed a statement of cure amounts, and shortly thereafter a
supplemental statement of cure amounts, indicating a cure amount
for the TVA contract of zero dollars.

Perry filed an objection to the cure amount arguing that it was
entitled to past and future commissions under the agreed judgment.

Perry further objected to the proposed sale stating: "[Buyer]
apparently is of the position that the TVA Contract may be assumed
and assigned without paying commissions due to Perry.  Perry
objects to this."  The sale to JJM was not consummated and the
objection of Perry was continued by the bankruptcy court to be
"re-noticed for hearing . . ., if necessary."  No further action
was taken on Perry's objection.

In October 2003, however, a sale of substantially all of the
assets of Bowie to Appalachian Fuels was proposed.  Notice of the
proposed sale and the purchase agreement was provided to the
creditors of Bowie, including Perry.

The purchase agreement was in all material respects identical to
that previously proposed between Bowie and JJM.  Included in the
assets to be purchased by Appalachian Fuels were certain executory
contracts, including the TVA contract for the purchase and sale of
coal.  All assets were to be delivered "free and clear of all
Liens except Permitted Liens, pursuant to section 363 and 365 of
the Bankruptcy Code . . ."

The purchase agreement also provides that Appalachian Fuels will
assume none of Bowie's debts not expressly stated in the purchase
agreement.

When Perry received no further commission payments from
Appalachian Fuels, Perry filed an instant breach of contract
action claiming that Appalachian had assumed the commission
obligations previously owed to Bowie in connection with the TVA
contract as a result of the agreed judgment between Bowie and
Perry.

Cross motions for summary judgment were filed by the parties and
the matter was referred to the Bankruptcy Court for the Eastern
District of Kentucky, the same bankruptcy court which had presided
over Bowie's bankruptcy proceedings.

The bankruptcy court issued proposed findings of fact and
conclusions of law and a judgment to the district court,
recommending that Perry's motion be denied and that Appalachian
Fuel's motion be granted.

The district court entered a memorandum opinion and order adopting
the bankruptcy court's recommendation.

Perry then appealed the district court's grant of summary judgment
arguing that the district court erred by finding that Appalachian
Fuels did not assume the obligation to pay commissions to Perry
pursuant to the purchase agreement.

                       Sixth Circuit Ruling

In its opinion, the Court of Appeals stated that Perry had notice
that its right to receive commissions was about to be extinguished
by virtue of the asset purchase by Appalachian Fuels and had
knowledge that the sale would be free and clear of all liens and
claims except for those expressly assumed by the purchaser of
Bowie's assets.  Nevertheless, Perry chose not to file an
objection to the sale of the assets and, but for the sale of
assets, Perry would have no claim against Appalachian Fuels.

The Court of Appeals agrees with the district court that to the
extent that Perry assumed its interest in the commissions was
protected by the asset purchase agreement language, "[i]t made
this assumption at its peril."

Stephen L. Fink, Esq., at Barnes & Thornburg represented Perry in
this matter.  Appalachian Fuels was represented by Donald M.
Snemis, Esq., at Ice Miller LLP.  The case is Al Perry Enterprises
Inc. vs  Appalachian Fuels LLC, No. 06-6505.


BRODERICK CDO: S&P Puts 'BB+' Rating Under Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2, A-3, A-4, A-5, B, C, D, and E notes issued by Broderick CDO 3
Ltd. and on the class A1J, A2, A3, and B notes issued by Lancer
Funding II Ltd. on CreditWatch with negative implications.
     
Standard & Poor's notes that Broderick CDO 3 Ltd. triggered an
event of default under section 5.1(i) of the indenture, dated Feb.
27, 2007, with a class A sequential pay ratio less than 100%.  On
Nov. 8, 2007, Lancer Funding II Ltd. triggered an EOD under
section 5.1(h) of the indenture dated May 24, 2007, with a senior
credit ratio of less than 100%.  
     
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
   -----------               -----      --               ----
   Broderick CDO 3 Ltd.      A-2        AAA/Watch Neg    AAA
   Broderick CDO 3 Ltd.      A-3        AAA/Watch Neg    AAA
   Broderick CDO 3 Ltd.      A-4        AAA/Watch Neg    AAA
   Broderick CDO 3 Ltd.      A-5        AAA/Watch Neg    AAA
   Broderick CDO 3 Ltd.      B          AA/Watch Neg     AA
   Broderick CDO 3 Ltd.      C          A/Watch Neg      A
   Broderick CDO 3 Ltd.      D          BBB/Watch Neg    BBB
   Broderick CDO 3 Ltd.      E          BB+/Watch Neg    BB+
   Lancer Funding II Ltd.    A1J        AAA/Watch Neg    AAA
   Lancer Funding II Ltd.    A2         AA/ Watch Neg    AA
   Lancer Funding II Ltd.    A3         A/Watch Neg      A
   Lancer Funding II Ltd.    B          BBB/Watch Neg    BBB

                    Other Outstanding Ratings

           Transaction               Class   Rating
           -----------               -----   ------
           Broderick CDO 3 Ltd.      A-1     AAA
           Lancer Funding II Ltd.    A1S     AAA
           Lancer Funding II Ltd.    X       AAA


CARBIZ INC: Commences Sales and Collections Operations in Kentucky
------------------------------------------------------------------
CarBiz Inc. has begun its full operation of sales and collections
in its Kentucky location.  Last week CarBiz received their first
state license in Ohio which began sales on Friday, November 9.

"Things are moving fast; we expect all 26 stores will be in
operation before the end of the year," Carl Ritter, chief
executive officer, said.

Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF.OB)
-- http://www.carbiz.com/-- provides software, training and  
consulting solutions to the United States automotive industry.  
CarBiz's suite of business solutions includes dealer software
products focused on the "buy-here pay-here", sub-prime finance and
automotive accounting markets.  CarBiz also operates "buy-here
pay-here" dealerships in Florida through its CarBiz Auto Credit
division that are wholly owned or joint venture companies.

                       Going Concern Doubt

Christopher, Smith, Leonard, Bristow & Stanell P.A., in Sarasota,
Florida, expressed substantial doubt about Carbiz Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Jan. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficiency.

At July 31, 2007, the company's balance sheet showed total assets
of $1.8 million and total liabilities of $8.2 million, resulting
to a total shareholders' deficit of $6.4 million.


CHRYSLER LLC: Officially Seals New Labor Agreement with UAW
-----------------------------------------------------------
Leaders of Chrysler LLC and the United Auto Workers union
officially sealed a new four-year national labor agreement at a
signing ceremony Monday, Nov. 19, 2007 in Detroit, Michigan.  
After the contract was signed, top members of the bargaining teams
-- UAW President Ron Gettelfinger, Chrysler Vice Chairman and
President Tom LaSorda, UAW Vice President General Holiefield, and
Chryler Senior Vice President Employee Relations John Franciosi --
shook hands, officially ending the process that began last spring.

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Chrysler confirmed that on Oct. 27, 2007, a new Chrysler-UAW 2007
national labor agreement, in response to UAW's ratification
results.

UAW members voted to ratify the new collective bargaining
agreement with Chrysler, with 56% votes in favor of the four-year
pact among production workers, and 51% in favor among skilled
trades workers.  About 94% of office and clerical workers voted in
favor of the agreement, and 79% of UAW-represented Chrysler
engineering workers approved the contract.

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.


CITIGROUP MORTGAGE: Moody's Downgrades Ratings on 16 Tranches
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 16
tranches from 7 deals issued by Citigroup Mortgage Loan Trust in
2006 and late 2005.  The collateral backing these classes consists
of primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

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

Complete list of rating actions:

Issuer: Citigroup Mortgage Loan Trust 2006-AR6
  -- Cl. 2-M2, Downgraded to Baa1, previously A2,
  -- Cl. 2-M3, Downgraded to Ba1, previously Baa2,
  -- Cl. 2-M4, Downgraded to Ba3, previously Baa3.

Issuer: Citigroup Mortgage Loan Trust Series 2005-8
  -- Cl. II-B3, Downgraded to Baa3, previously Baa2.

Issuer: Citigroup Mortgage Loan Trust 2006-4
  -- Cl. B3, Downgraded to Baa3, previously Baa2.

Issuer: Citigroup Mortgage Loan Trust 2006-FX1
  -- Cl. M-4, Downgraded to Ba1, previously Baa3.

Issuer: Citigroup Mortgage Loan Trust Inc. 2006-WF1
  -- Cl. M-2, Downgraded to Baa1, previously A2,
  -- Cl. M-3, Downgraded to Ba2, previously Baa2,
  -- Cl. M-4, Downgraded to B1, previously Baa3,
  -- Cl. M-5, Downgraded to Caa2, previously Ba1.

Issuer: Citigroup Mortgage Loan Trust Inc. 2006-WF2
  -- Cl. M-2, Downgraded to Baa1, previously A2,
  -- Cl. M-3, Downgraded to Ba1, previously Baa2,
  -- Cl. M-4, Downgraded to B3, previously Baa3,
  -- Cl. M-5, Downgraded to Caa3, previously Ba1.

Issuer: Citigroup Mortgage Loan Trust Series 2005-10
  -- Cl. I-B2, Downgraded to A3, previously A2,
  -- Cl. I-B3, Downgraded to Ba2, previously Baa2.


CLEARANT INC: Net Loss Drops to $576,000 in Qtr. ended Sept. 30
---------------------------------------------------------------
Clearant Inc. reported net loss of $576,000 for quarter ended
Sept. 30, 2007, compared to a net loss of $2.6 million for the
same period in the previous year.

The company reported net loss of $2.39 million for the first nine
months of 2007, an improvement from $7.47 million in the first
nine months of 2006.

These results were affected by:

   -- a decreased in sales, general and administrative expenses
      by $1,481,000, for the three months ended Sept. 30, 2007;
      
   -- research and development expenses decreased 98% to $6,000
      for the three months ended Sept. 30, 2007, from $269,000
      for the three months ended Sept. 30, 2006, this decrease
      was a result of reduced research and development costs
      associated with the reduction of our research and
      development personnel and related expenses.

As of Sept. 30, 2007, the company has net cash on hand of
approximately $1.6 million, accounts payable and accrued
liabilities of $2.1 million.

At Sept. 30, 2007, the company's balance sheet showed total assets
$3.7 million, total liabilities of 2.3 million and total
shareholders' equity of $1.4 million.

"Our rapidly growing direct distribution business clearly has the
potential to expand significantly and to be the spearhead of
future growth for the company," Jon Garfield, chief executive
officer, said.  

"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," Mr. Garfield added.

                       About Clearant Inc.

Headquartered in Los Angeles, Clearant Inc. (OTC BB: CLRA.OB) --
http://www.clearant.com/-- is a biotechnology company which has  
developed the patent-protected Clearant Process, which
substantially reduces all types of bacteria and viruses in
biological products while maintaining the functionality of the
underlying tissue implant or protein.

                     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.


COMVERSE TECH: Consolidates Management Structure with Affiliate
---------------------------------------------------------------
Comverse Technology Inc. continued its organizational realignment,
through which certain positions at Comverse Technology and its
subsidiary Comverse Inc. have been consolidated, creating a more
agile, cross-functional structure.

Accordingly, Comverse Technology's president and chief executive
officer Andre Dahan will assume the additional position of
president and CEO.

"We have been evolving from a holding company structure, and
toward a flatter, more functionalized global organization in which
senior management is closer to our customers, and decisions can be
made more efficiently," Mr. Dahan said.

The consolidation represents another step in creating a more
functional and agile organization, able to serve customers with
greater responsiveness.  This year, Comverse Technology has
strengthened its senior management team through the addition of:

   -- John Bunyan, chief marketing officer;

   -- Lance Miyamoto, executive vice president, global human
      resources;

   -- Cynthia Shereda, executive vice president, general
      counsel and corporate secretary; and

   -- Lauren Wright, senior vice president, business operations
      and planning.

Each of these new executives holds cross-functional
responsibilities at both Comverse Technology Inc., and Comverse
Inc.

With this realignment, Yaron Tchwella, the current president of
Comverse Inc., will be leaving the company after a transition
period.

"I'd like to thank Yaron for his contributions to the company, and
in particular for his role in helping to design and launch our
organizational transition, while meeting business goals and
objectives during his time as president," Mr. Dahan added.

               About Comverse Technology Inc.

Based in Woodbury, New York, Comverse Technology Inc., --
http://www.cmvt.com/-- (Pink Sheets: CMVT.PK) through its   
Comverse Inc. subsidiary, provides software and systems enabling
network-based multimedia enhanced communication and billing
services.  The company's Total Communication portfolio includes
value-added messaging, personalized data and content-based
services, and real-time converged billing solutions.  Other
Comverse Technology subsidiaries include: Verint Systems
(VRNT.PK), which provides analytic software-based solutions for
communications interception, networked video security and business
intelligence; and Ulticom (ULCM.PK), which provides service
enabling signaling software for wireline, wireless and Internet
communications.

                          *     *     *

In March 2006, Standard & Poor's placed the company's long-term
foreign and local issuer credit ratings at BB-.  The ratings still
hold to date.


CONSECO FINANCE: S&P Assigns Default Rating on Class B-2 Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1 and B-2 certificates from Conseco Finance Home Equity
Loan Trust 2001-D.  Concurrently, S&P affirmed its ratings on 21
classes from four deals originated in 2001 and 2002, including
series 2001-D.
     
The B-2 class from series 2001-D has taken principal write-downs,
and as a result, its rating has been lowered to 'D'.  The
downgrade of class B-1 from series 2001-D reflects a reduction in
credit enhancement caused by monthly realized losses, in addition
to a high amount of severe delinquencies (90-plus days,
foreclosures, and REOs).  As of the October 2007 remittance
period, monthly losses have outpaced excess interest by
approximately 1.3x over the past six months.  The defaulted B-2
class (currently has a balance of approximately $3,404,240)
supports the B-1 class.  There is approximately $4,988,000 in
severe delinquencies, which makes up 8.6% of the current pool
balance.  
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral supporting
these series consists primarily of fixed-rate, conventional, fully
amortizing, closed-end home equity loans secured by first, second,
or more junior mortgages on one- to four-family residential
properties.


                        Ratings Lowered

             Conseco Finance Home Equity Loan Trust

                                         Rating
                                         ------
             Series       Class         To     From
             ------       -----         --     ----
             2001-D       B-1           BB     BBB
             2001-D       B-2           D      CCC

                       Ratings Affirmed

            Conseco Finance Home Equity Loan Trust

             Series      Class             Rating
             ------      -----             ------
             2001-C      A-4, A-5          AAA
             2001-C      M-1               AA+
             2001-C      M-2               A
             2001-C      B-1               BBB
             2001-C      B-2               B
             2001-D      A-5               AAA
             2001-D      M-1               AA
             2001-D      M-2               A
             2002-B      A-3, A-IO         AAA
             2002-B      M-1               AA
             2002-B      M-2               A
             2002-B      B-1               BBB
             2002-B      B-2               BB
             2002-C      AV-1, MV-1        AAA
             2002-C      MF-2              AA+
             2002-C      MV-2              AA
             2002-C      BF-1, BV-1        BBB+  


DANA CORP: Gets Court Approval to Settle 7,500 Asbestos Claims
--------------------------------------------------------------
Dana Corp. and its debtor-affiliates obtained the U.S. Bankruptcy
Court for the Southern District of New York's permission to enter
into settlement agreements with Asbestos personal injury
claimants.

The settlements, which would cost the Debtors $2,000,000 and
partially reimbursed by insurers, would result to the dismissal
of 7,500 Asbestos claims filed by tort attorneys Robert Peirce &
Associates; The Lanier Law Firm; Goldenberg, Miller, Heller &
Anotognoli; and Bevan & Associates.

According to toledoblade.com, Judge Burton Lifland said the
decision "resolves a very large number of claims" and opens the
door for other claimants to seek similar settlements.

The Debtors are facing 150,000 asbestos-related personal injury
claims as of June 30, 2007.  The Debtors have been named
defendants in a number of lawsuits related to the Debtors' sale
of certain automotive gaskets containing asbestos in an
encapsulated form and the alleged exposure of people to asbestos
as a consequence of contact with these gaskets.

The settlement agreements, among other things, require the
Asbestos Personal Injury Claimants to provide medical
documentation of their illnesses, and evidence of their exposure
to asbestos-containing products manufactures, sold, or
distributed by Dana, according to Corinne Ball, Esq., at Jones
Day, in New York, on behalf of the Debtors.  She added that the
claimants must also submit release to qualify for payment of
their asbestos personal injury claims.

The Court overruled an objection filed by an ad hoc committee of
asbestos personal injury claimants.  The group, represented by
Douglas T. Tabachnik, Esq., at the Law Offices of Douglas T.
Tabachnik, in Freehold, New Jersey, and Sander L. Esserman, Esq.,
at Stutzman, Bromberg, Esserman & Plifka, in Dallas, Texas,
complained that the Settlement Agreements provide potentially
different, more favorable treatment for the asbestos personal
injury claims that are being settled pre-confirmation than the
treatment afforded other asbestos personal injury claims,
although those claims are classified in the same class under
Dana's plan of reorganization.  The ad hoc committee also asked
the Debtors to shed light with respect to the settlements reached
by some of its members with the Dana, which settlements remain
unfunded and unpaid.

Dana's third amended Joint Plan of Reorganization and the Court-
approved Disclosure Statement provide that Class 3 - Asbestos
Personal Injury Claims will be reinstated on the Plan's effective
date.

                      About Dana Corporation

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

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DAVI & VALENTI: Files List of 18 Largest Unsecured Creditors
------------------------------------------------------------
Davi & Valenti Movers Inc. submitted to the U.S. Bankruptcy Court
for the Middle District of Florida its list of creditors holding
largest unsecured claims.

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Colonial Bank                 1755 University         $2,000,000
Attn: Mark Rosenthal          Parkway West
Tamiami Trail N.,#508         Sarasota, FL 34243
Sarasota, FL 34236            
                              Loans                      $50,000

                              Certificates of            $25,000
                              Deposit

Maureen Valenti                                         $500,000
11704 Clubhouse Drive
Bradenton, FL 34202

Wells Fargo                                              $80,000
P.O. Box 6426
Carol Stream, IL 60179

Wheaton Van Lines                                        $75,000

Paccaar Car Financial         2 2006 26 foot             $60,000
                              Peterbilts
Advance Me Inc.                                           $57,000

Yellow Book USA                                          $55,000

Willis Relocation Risk Group                             $45,000

Chris Lapi Moving                                        $40,000

Chrysler Financial           2006 Grank Cherokee         $35,000

Lexis Financial              2005 LS430                  $30,000

Atlantic Financial Co.                                    $30,000

Internal Revenue Service     Payroll Taxes               $20,000

U.S. Bank                                                $20,000

Ken Burton, Jr.              First and Second Quarter    $18,000
                             of 2007 Property Taxes

Bank of America CC           Credit Card Purchases       $15,000

Great Bay Capital            Forklift                    $15,000

R.H. Donneley Publishing     Lawsuit                     $14,217

Headquartered in Sarasota, Florida, Davi & Valenti Movers Inc. --
http://www.davivalenti.com/-- is into logistics and it transport  
professional household goods and other high-value products.  The
Debtor filed for Chapter 11 protection on Sept. 7, 2007 (Bankr.
M.D. Fla. Case No. 07-08200).  David W. Steen, Esq. of David W.
Steen P.A. represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it has
estimated assets and debts of $1 million to $100 million.


DEED AND NOTE: Files List of 12 Largest Unsecured Creditors
-----------------------------------------------------------
Deed and Note Traders LLC submitted to the U.S. Bankruptcy Court
for the District of Arizona its list of creditors holding largest
unsecured claims.

   Entity                                       Claim Amount
   ------                                       ------------
Wells Fargo Business Line                           $200,000
Arizona Business Banking
MAC T5601-012
P.O. Box 659700
San Antonio, TX 782-0700

Wells Fargo Mastercard                               $57,269
Payment Remittance Ctr.
P.O. Box 54349
Los Angeles, CA 90054-0349

Home Depot Credit Services                           $51,825
P.O. Box 6029
The Lakes, NV 88901-6029                    

Chase Master Card                                    $39,910

Bank of America                                      $38,100

Carolyn Lee                                          $32,617

David A. Kinas                                       $28,111

Citibusiness Card                                    $20,076

Lowe's                                               $18,347

Office Depot Credit Plan                              $4,528

Office Max                                            $2,369

Bank of the West                                        $467

Headquartered in Tucson, Arizona, Deed and Note Traders LLC --
http://www.deedtrader.com/-- develops real estate property.
The Debtor filed for chapter 11 protection on Sept. 7, 2007,
(Bankr. D. Ariz. Case No. 07-01734).  Scott D. Gibson, Esq. of
Gibson, Nakamura & Decker PLLC represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors it estimated its assets and debts of $1 million to
$100 million.


DELPHI CORP: Reaches Agreement with Investors on Plan Amendments
----------------------------------------------------------------
Delphi Corp. has reached agreement with General Motors Corp. and
its Plan Investors on amendments to its Joint Plan of
Reorganization, Global Settlement Agreement, and Master
Restructuring Agreement between Delphi and GM, and the New Equity
Purchase and Commitment Agreement with Delphi's Plan Investors
led by an affiliate of Appaloosa Management L.P.

Delphi filed these proposed amendments in the U.S. Bankruptcy
Court for the Southern District of New York as revisions to the
appendices to the company's Disclosure Statement.  Conforming
potential amendments to Delphi's Disclosure Statement will be
filed no later than Nov. 16, 2007.

These filings are being made in accordance with a scheduling
order entered by the Bankruptcy Court last week, which provides
for the resumption on Nov. 29, 2007, of the Disclosure Statement
hearing commenced in Oct. 2007.  Pursuant to the Bankruptcy
Court's order, the filings may be further amended by the company
on Nov. 28 and remain subject to approval of the Bankruptcy
Court.  Appaloosa and all of the other Plan Investors have
delivered a fully executed bid letter to the company in
connection with the revised Investment Agreement amendment.  The
effectiveness of the amendment is subject to various conditions
including Appaloosa being reasonably satisfied with any changes
to the Disclosure Statement when the proposed amendments are
filed later this week.

"T[he] filings, which have been agreed upon by GM and all of our
Plan Investors, are the cornerstones of a plan of reorganization
that we believe can be achieved during this challenging capital
markets environment," said John Sheehan, Delphi vice president and
chief restructuring officer.  "We have agreed to very focused
potential amendments to our reorganization plan which continues to
provide for full recoveries for unsecured creditors at plan value
as well as fair consideration for Delphi's equity holders."

As with Delphi's Oct. 29 filing, these potential amendments
reflect current market conditions, commensurate changes to the
Company's emergence capital structure and form of plan currency
contemplated for stakeholder distributions, an effective
reduction of less than 5% in plan value to reflect macroeconomic
and industry conditions and uncertainties and reductions in
stakeholder distributions to some junior creditors and interest
holders.  Further, the potential amendments reflect changes
required by Delphi's Plan Investors to obtain their endorsement
of the Plan, the company's settlements with GM and its U.S. labor
unions, the company's emergence business plan and related
agreements.

The potential amendments include the following changes to
the Plan Investors' direct investment and certain stakeholder
recoveries:

                                        REVISED POTENTIAL
PARTY           ORIGINAL PLAN           AMENDMENT (11/14/07)
-----           -------------           --------------------
Net Funded      $7.1 Billion            $5.2 Billion
Debt

Plan Equity     Total enterprise        Total enterprise
Value           value of $13.9B,        value of $13.4B,
                which after deducting   which after deducting
                net debt and warrant    net debt and warrant  
                value results in        value results in
                distributable value     distributable value
                of $6.6 billion (or     of $8.1 billion (or    
                approximately $45.00    approximately $61.72
                per share based on      per share based on
                approx. 147.6 million   approx. 131.3 million
                shares)                 shares)

Plan            Direct Investment       Direct Investment
Investors
               * Purchase $400MM        * Purchase $400MM
                 of preferred stock       of preferred stock
                 convertible at an        convertible at an
                 assumed enterprise       assumed enterprise
                 value of $11.75B         value of $10.25B
                 (or 30.1% discount       (or 37.8% discount
                 from Plan Equity         from Plan Equity
                 Value)                   Value  

               * Purchase $400MM        * Purchase $400MM
                 of preferred stock       of preferred stock
                 convertible at an        convertible at an
                 assumed enterprise       assumed enterprise
                 value of $12.80B         value of $10.75B
                 (or 14.3% discount       (or 31.6% discount
                 from Plan Equity         from Plan Equity
                 Value)                   Value)  

               * Purchase $175MM        * Purchase $175MM
                 of New Common Stock      of New Common Stock
                 at an assumed plan       at an assumed plan
                 value of $12.8B          value of $10.25B
                 (or 14.3% discount       (or 37.8% discount
                 from Plan Equity         from Plan Equity
                 Value)                   Value)  

GM             Recovery of $2.7B        Recovery of $2.7B

               * $2.7B in Cash          * $750MM in Cash

                                        * $750MM in second
                                          lien note

                                        * $1.1B in junior
                                          convertible preferred
                                          stock ($1.2B
                                          in liquidation value)

Unsecured      Par + accrued recovery   Par + accrued recovery
Creditors      at Plan value of $13.9B  at Plan value of $13.4B

               * 80% in New Common      * 75.5% in New Common
                 Stock valued             stock valued at
                 at Plan Equity Value     Plan Equity Value

               * 20% in Cash            * 24.5% through pro rata
                                          participation in the
                                          Discount Rights
                                          an assume enterprise
                                          value of $10.25B
                                          (or 37.8% discount from
                                          Plan Equity Value)

TOPrS          Par + accrued recovery   Par only recovery at
               at Plan value of $13.9B  Plan value of $13.4B

               * 100% in New Common     * 75.5% in New Common
                 Stock valued at          Stock valued at
                 $45 per share            Plan Equity Value

                                        * 24.5% through pro rata
                                          participation in the
                                          Discount Rights
                                          an assume enterprise
                                          value of $10.25B
                                          (or 37.8% discount from
                                          Plan Equity Value)

Existing       Par Value Rights         Par Value Rights
Common         
Stockholders   * Right to acquire       * Right to acquire
                 approx. 12,711,111       approx. 20,770,345
                 shares of New Common     shares of New Common
                 Stock at a purchase      Stock at a purchase
                 price of $45.00          price struck at Planned
                 per share                Equity Value

               Warrants                 Warrants

               * Warrants to acquire    * Warrants to acquire
                 an additional 5%         6,908,758 shares of New
                 of New Common Stock      Common Stock (which  
                 at $45.00 per share      comprises 5% of the
                 exercisable for five     fully diluted New
                 years after emergence    Common Stock)
                                          exercisable for 5 years
                                          after emergence struck
                                          at 32.4% premium of
                                          Plan Equity Value

                                        * Warrants to acquire
                                          $1.0 billion of New
                                          Common Stock
                                          exercisable for six
                                          months after emergence  
                                          struck at 8.2% premium
                                          to Plan Equity Value

               Direct Distribution      No provision for
                                        Direct Distribution
               * 1,476,000 shares of
                 New Common Stock
                
               Participation in         No Provision for
               Discount                 Participation in
               Rights Offering          Discount Rights Offering

               * Right to purchase
                 40,845,016 shares
                 of New Common Stock
                 at a purchase price
                 of $38.56 per share

A full-text copy of blacklined portions of Delphi's Disclosure
Statement, reflecting the Nov. 14 Proposed Amendments, is
available for free at:

    http://bankrupt.com/misc/Delphi_DSAmendments_11-14-07.pdf

Although the potential amendments are supported by GM and the Plan
Investors, Delphi has been advised by both of its Statutory
Committees that they will no longer support the Company's Plan if
amended as proposed.  The Creditors' Committee opposes changes to
the Plan made since the potential amendments filed on Oct. 29,
particularly the proposed increase in consideration to the Plan
Investors (as a result of the larger discounts to Equity Plan
Value agreed to by the company in exchange for the Plan Investors'
proposed investment), the form of distributions to GM and proposed
addition of out-of-the-money warrants to common stockholders.  The
Equity Committee opposes changes from the original Plan filed on
Sept. 6, which would reduce recoveries to common stockholders as
contemplated in the potential amendments.  Absent a consensual
resolution of these concerns, both of the Delphi's Statutory
Committees are expected to supplement the objections filed by each
committee on Nov. 2 and seek other relief from the Bankruptcy
Court.

Delphi will continue to work toward a consensus among its
principal stakeholders, including the Creditors' Committee and
the Equity Committee, recognizing that such an outcome is not
assured.  In the event these amendments do not become effective,
the original underlying agreements as approved by the Bankruptcy
Court on Aug. 2 remain in effect.  The company continues to
pursue emergence from Chapter 11 during the first quarter of
2008.

                     About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that Plan.  
The hearing to consider the adequacy of the Disclosure Statement
started on Oct. 3, 2007 and has been continued to November 29.  As
reported in yesterday's Troubled Company Reporter, the Debtors are
expected to file a revised Reorganization Plan and related
documents on or before the Disclosure Statement hearing on
November 29.  (Delphi Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DEUTSCHE BANK: Moody's Downgrades Ratings on 62 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 62
tranches and has placed under review for possible downgrade the
ratings of 18 tranches from 12 deals issued by Deutsche Bank in
2006 and late 2005.  The collateral backing these classes consists
of primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

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

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust,
        Series 2006-AR4

  * Cl. M-1 Currently Aa1 on review for possible downgrade,
  * Cl. M-2 Currently Aa2 on review for possible downgrade,
  * Cl. M-3 Currently Aa3 on review for possible downgrade,
  * Cl. M-4, Downgraded to A3, previously A1,
  * Cl. M-5, Downgraded to Baa2, previously A2,
  * Cl. M-6, Downgraded to Baa3, previously A3,
  * Cl. M-7, Downgraded to B2, previously Baa2,
  * Cl. M-8, Downgraded to Caa3, previously Ba2.

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust,
        Series 2006-AR5

  * Cl. I-M-1 Currently Aa1 on review for possible downgrade,
  * Cl. I-M-2 Currently Aa2 on review for possible downgrade,
  * Cl. I-M-3 Currently Aa3 on review for possible downgrade,
  * Cl. I-M-4, Downgraded to A3, previously A1,
  * Cl. I-M-5, Downgraded to Baa1, previously A2,
  * Cl. I-M-6, Downgraded to Baa2, previously A3,
  * Cl. I-M-7, Downgraded to Ba1, previously Baa1,
  * Cl. I-M-8, Downgraded to Ba2, previously Baa2,
  * Cl. I-M-9, Downgraded to B1, previously Baa3,
  * Cl. I-M-10, Downgraded to Caa1, previously Ba2.

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust
        Series 2005-5

  * Cl. B-2, Downgraded to B1, previously Ba2.

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust
        Series 2006-AF1

  * Cl. M-5, Downgraded to Baa1, previously A2,
  * Cl. M-6, Downgraded to Baa2, previously A3,
  * Cl. M-7, Downgraded to Ba1, previously Baa1,
  * Cl. M-8, Downgraded to Ba2, previously Baa2,
  * Cl. M-9, Downgraded to B1, previously Baa3.

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust
        Series 2006-AR1

  * Cl. I-M-5, Downgraded to A3, previously A2,
  * Cl. I-M-6, Downgraded to Baa1, previously A3,
  * Cl. I-M-7, Downgraded to Ba1, previously Baa1.

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust
        Series 2006-AR2

  * Cl. M-2 Currently Aa2 on review for possible downgrade,
  * Cl. M-3 Currently Aa3 on review for possible downgrade,
  * Cl. M-4, Downgraded to A3, previously A1,
  * Cl. M-5, Downgraded to Baa2, previously A2,
  * Cl. M-6, Downgraded to Baa3, previously A3,
  * Cl. M-7, Downgraded to Ba3, previously Baa1,
  * Cl. M-8, Downgraded to B2, previously Baa3,
  * Cl. M-9, Downgraded to Caa3, previously Ba2.

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust
        Series 2006-AR3

  * Cl. A-7 Currently Aaa on review for possible downgrade,
  * Cl. M-1 Currently Aa1 on review for possible downgrade,
  * Cl. M-2 Currently Aa2 on review for possible downgrade,
  * Cl. M-3 Currently Aa3 on review for possible downgrade,
  * Cl. M-4, Downgraded to Baa2, previously A1,
  * Cl. M-5, Downgraded to Ba1, previously A2,
  * Cl. M-6, Downgraded to Ba2, previously A3,
  * Cl. M-7, Downgraded to B1, previously Baa1,
  * Cl. M-8, Downgraded to Caa1, previously Baa2,
  * Cl. M-9, Downgraded to Ca, previously Baa3.

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust
        Series 2006-AR6

  * Cl. M-1 Currently Aa1 on review for possible downgrade,
  * Cl. M-2 Currently Aa2 on review for possible downgrade,
  * Cl. M-3 Currently Aa3 on review for possible downgrade,
  * Cl. M-4, Downgraded to A3, previously A1,
  * Cl. M-5, Downgraded to Baa1, previously A2,
  * Cl. M-6, Downgraded to Baa2, previously A3,
  * Cl. M-7, Downgraded to Ba1, previously Baa1,
  * Cl. M-8, Downgraded to Ba2, previously Baa2,
  * Cl. M-9, Downgraded to B1, previously Baa3,
  * Cl. M-10, Downgraded to Caa1, previously Ba2.

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust,
        Series 2006-AB1

  * Cl. M-4, Downgraded to Ba1, previously Baa1.

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust,
        Series 2006-AB4

  * Cl. M-3 Currently Aa3 on review for possible downgrade,
  * Cl. M-4 Currently Aa3 on review for possible downgrade,
  * Cl. M-5, Downgraded to A2, previously A1,
  * Cl. M-6, Downgraded to A2, previously A1,
  * Cl. M-7, Downgraded to A3, previously A2,
  * Cl. M-8, Downgraded to Baa1, previously A3,
  * Cl. M-9, Downgraded to Baa3, previously Baa1,
  * Cl. M-10, Downgraded to Baa3, previously Baa2,
  * Cl. M-11, Downgraded to Ba1, previously Baa3,
  * Cl. M-12, Downgraded to Ba2, previously Baa3,
  * Cl. M-13, Downgraded to Ba3, previously Ba1,
  * Cl. M-14, Downgraded to B2, previously Ba2.

Issuer: Deutsche Alt-B Securities, Inc. Mortgage Loan Trust
        Series 2006-AB2

  * Cl. M-3 Currently Aa3 on review for possible downgrade,
  * Cl. M-4, Downgraded to A2, previously A1,
  * Cl. M-5, Downgraded to A3, previously A2,
  * Cl. M-6, Downgraded to Baa1, previously A3,
  * Cl. M-7, Downgraded to Ba1, previously Baa2,
  * Cl. M-8, Downgraded to B1, previously Ba1.

Issuer: Deutsche Alt-B Securities, Inc. Mortgage Loan Trust
        Series 2006-AB3

  * Cl. M-5, Downgraded to A3, previously A2,
  * Cl. M-6, Downgraded to Baa1, previously A3,
  * Cl. M-7, Downgraded to Baa3, previously Baa1,
  * Cl. M-8, Downgraded to Ba1, previously Baa2,
  * Cl. M-9, Downgraded to Ba3, previously Ba1,
  * Cl. M-10, Downgraded to B3, previously Ba2.


DOBSON COMMUNICATIONS: S&P Retains Ratings Under Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said the ratings on Oklahoma
City, Oklahoma-based Dobson Communications Corp. and its related
entities remain on CreditWatch with positive implications,
including its 'B-' corporate credit rating.  The ratings have been
on CreditWatch since July 2, 2007.
      
"We will withdraw all the ratings on Dobson when AT&T redeems
Dobson's outstanding debt," said Standard & Poor's credit analyst
Catherine Cosentino.
     
AT&T Inc. (A/Stable/A-1) completed its acquisition of Dobson, a
wireless provider, on Nov. 15, 2007.  The company indicated in an
8-K filing that it expects to redeem about $2.5 billion of
outstanding Dobson debt by the end of 2007.


DUNMORE HOMES: Wants Court Nod to Use Lenders' Cash Collateral
--------------------------------------------------------------
Dunmore Homes Inc. asks the United States Bankruptcy Court for the
Southern District of New York for authority to use the lenders'
cash collateral.  The Debtor says it will limit its use of the
cash collateral to amounts specified in accordance with a 12-week
budget.  

The Debtor cannot touch the lenders' cash collateral, absent court
authority pursuant to Section 363(c) of the Bankruptcy Code,

In return, the Debtor propose to grant adequate protection to its
lenders through a replacement lien, junior to the lien of a
postpetition lender and any existing encumbrances, in the
collateral.
        
Before Nov. 8, 2007, Dunmore Homes Inc. borrowed money
from:
        
   -- RBC Builder Finance,
   -- Guaranty Bank,
   -- Key Bank National Association,
   -- Wachovia Bank National Association,
   -- Comerica Bank,
   -- Affinity Bank,
   -- Indymac,
   -- JMP Securities,
   -- Frankin Bank,
   -- Sacramento Valley Farm Credit, and
   -- United Commercial Bank.
        
The Debtor used the funds to finance its 15 subsidiaries.  The
Debtor is a guarantor or co-borrower under these loans.  The debts
are secured primarily at the subsidiary level.  Sidney B. Dunmore,
who guaranteed some of these loans, and had been actively involved
in the management of Dunmore Homes, also owes the Debtor
$11.1 million, payable the earlier of December 2009 or when he
receives a tax refund anticipated to be significant and to be
received in 2008.

Richard M. Pachulski, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, tells the Court that the Debtor needs
cash to fund the payroll, utility expenses, insurance and other
charges to maintain its business operations and to preserve the
assets of the subsidiaries before receiving revenue or additional
cash or cash equivalents postpetition.

Mr. Pachulski relates that certain of the lenders and Travelers
Casualty and Surety Company may assert an interest in the
prepetition cash based on provisions in loan documents that grant
a security interest in loan proceeds or as proceeds of personal
property collateral.
        
The Debtor's principal assets are:
        
   -- approximately $119,000 of prepetition cash on hand,
   -- membership or partnership interests in its subsidiaries,
   -- Cordano option currently valued at $2,475,000,
   -- Stone Mitigation property currently valued at $4,347,000,
   -- $1,700,000 interest in a deferred compensation fund,
   -- $11.1 million note from Mr. Dunmore, and
   -- two certificates of deposit totaling $350,000.
        
A full-text copy of the Debtor's Forecast of Cash Flows
commencing as of the week ending Nov. 16, 2007, through and
including the week ending Feb. 1, 2008, is available for free
at http://researcharchives.com/t/s?257e

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).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for proctection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


DUNMORE HOMES: Asks Court OK to Obtain $1 Million DIP Financing
---------------------------------------------------------------
Dunmore Homes Inc. asks the United States Bankruptcy Court for the
Southern District of New York for authority to obtain a $500,000
loan on an interim basis and $1,000,000 loan on a final basis.

Debtor negotiated and entered into an agreement to receive a
$1,000,000 postpetition loan from Sidney B. Dunmore.  The Debtor
tried to borrow money from other sources but was unsuccessful.

Without immediate access to sufficient liquidity to meet the
expense necessary to bridge a recapitalization or an orderly
liquidation that is already in prospect, the Debtor's business
operations will be severely harmed and its prospects for
realizing anything close to going concern values will be
jeopardized, to the detriment of the Debtor's creditors,
employees, and other parties-in-interest, Richard M. Pachulski,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California, tells the Court.

As security for the obligations, the Debtor asks the Court to
grant Mr. Dunmore automatically perfected, valid, enforceable and
non-avoidable:
        
   (a) senior liens upon and security interests in the Cordano
       Option and any other of the Debtor's unencumbered assets
       (the Cordano Option has a current estimated valuation of
       $2,475,000; the value in excess of the option price today
       is estimated to be $815,000; and
        
   (b) junior liens upon and security interests in the Stone
       Mitigation property (the Stone Mitigation property is a
       161-acre parcel of land currently valued at $4,347,000.  
       Sacramento Valley Farm Credit holds a first trust deed on
       the property, with an outstanding balance of $1,529,567 as
       of Sept. 30, 2007; the Debtor is currently working on a
       sale which would result in positive cash flow to the
       Debtor of approximately $2,817,433) and any other of the
       already encumbered assets of the Debtor; provided that:
       
       (1) Mr. Dunmore will have no recourse to or share in
           avoidance actions under the Bankruptcy Code, their
           proceeds, or avoided liens;
        
       (2) its liens and interests will not attach to the
           Deferred Compensation Fund or the Lender Receivable;
           and
        
       (3) its liens and interests will be subordinate to a
           carve-out for certain fees and expenses of the U.S.
           Trustee, the Court, the Debtor's and the Committee's
           professionals, Committee members, and the subsequent
           trustee and the trustee's professionals.
        
According to Mr. Pachulski, loan disbursements will be released  
weekly in advance as requested by the Debtor in amounts equal to
up to 15% more than the amounts set forth in the budget for the
relevant period.

Interest will accrue on the disbursed sums at the rate of 12% per
annum, but will not be due and payable, other than for
prepayments from dispositions of collateral, until the earliest
of:
        
   (a) March 31, 2008,
        
   (b) the effective date of a confirmed reorganization plan, and
         
   (c) the occurrence of an event of default, which includes:
        
       -- non-submission of financial reports as required,
       -- appointment of a trustee or examiner,
       -- conversion of the Chapter 11 case to Chapter 7,
       -- reorganization plan is confirmed without Mr. Dunmore's
          consent,
       -- DIP Orders are revoked, reversed or vacated without Mr.
          Dunmore's consent,
       -- liens granted to Mr. Dunmore are challenged, or
       -- final DIP Order is not entered within 30 days after the
          entry of the interim DIP Order.
        
A full-text copy of the DIP Credit Agreement is available for
free at http://researcharchives.com/t/s?2580

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).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for proctection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


DURA AUTOMOTIVE: U.S. Trustee Objects to Chapter 11 Plan
--------------------------------------------------------
Kelly Beaudin Stapleton, the United Stated Trustee for Region 3,
asks the U.S. Bankruptcy Court for the District of Delaware to
deny confirmation of the Joint Plan of Reorganization filed by
DURA Automotive Systems Inc. and its debtor-affiliates.

As previously reported in the Troubled Company Reporter, the Court
had approved the adequacy of the Disclosure Statement explain the
Debtors' plan on Oct. 3, 2007.  The Court had initially scheduled
the confirmation hearing on November 26 but was rescheduled to
Dec. 6, 2007.

"The Plan should not be approved on the grounds that, as
proposed, it is unconfirmable as a matter of law," asserts the
U.S. Trustee.

The U.S. Trustee believes that Debtors are inappropriately
seeking deemed substantive consolidation for plan purposes.  She
notes that, under applicable Third Circuit Law, substantive
consolidation is prohibited, unless the proponents of it can
establish a prima facie case for true substantive consolidation.

The Debtors are perfectly capable of presenting non-consolidated
claims and financial information, the U.S. Trustee asserts.  She
explains that, while the Debtors filed consolidated financial
statements, the Debtors maintained all corporate formalities,
maintained separate books and records for their respective
estates, as well as non-consolidated claims and financial
information.

The U.S Trustee also disputes the Joint Plan of Reorganization on
the account that it unfairly discriminates against certain
general unsecured creditors, specifically, the Class 3B Senior
Notes Claimants -- holders of senior notes with principal amount
less than $75,000.  She elaborates that if the ability to
participate in the $140,000,000 to $160,000,000 equity rights
Offering has any value, the treatment of the Class 3B Senior Note
Claimants under the Plan constitutes unfair discrimination,
because the ability to participate in the Rights Offering is
limited to Class 3A Notes claimants, or holders of senior notes
with a principal amount greater than $75,000.  

As previously reported, Pacificor, LLC, which has committed to
back stop the rights offering pursuant to the Court-approved
Backstop Rights Purchase Agreement, has required that Dura emerge
from bankruptcy as a privately held company.  As a result,
parties entitled to buy shares of Reorganized Dura were limited
to large holders of Senior Notes Claims.

                      About DURA Automotive

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

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

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


DURA AUTOMOTIVE: Noteholders Support U.S. Trustee's Objections
--------------------------------------------------------------
Certain beneficial holders of approximately $88,000,000 in face
amount of 9% senior subordinated notes due May 2009, issued by
Dura Operating Corp., support the arguments stated by the U.S.
Trustee for Region 3 that that:

   (i) the Plan unfairly discriminates certain general unsecured
       creditors; and

  (ii) the Debtors cannot prove that substantive consolidation is
       proper.

Tobey M. Daluz, Esq., at Ballard, Spahr, Andrews & Ingersoll,
LLP, in Wilmington, Delaware, also argues that the Plan is not
fair and equitable under Section 1129(b)(1) of the Bankruptcy
Code because Pacificor will receive 42.4% of the new common stock
of Reorganized Dura, and the Debtors' management will receive 10%
of the Distribution Shares under the Management Equity Program.

Under the Backstop Agreement and the Plan, Pacificor, as the
Backstop Party and as a holder of a large percentage of the
Senior Notes, will receive 42.4% of the New Common Stock in
exchange for payment of $160,000,000.  The valuation of the
Debtors implicit in this transaction results in the Plan
providing for no distribution to the 9% Noteholders, he notes.  
Nevertheless, he points out, the Debtors have not tested the
value assigned to the Debtors under the Backstop Deal and the
Plan in the marketplace, and have offered little in the way of
other evidence to support this value.

Proposing a Plan under the circumstances that makes no
distributions of claims in excess of $500,000,000 -- holders of  
subordinated notes in the aggregate principal amount of
$560,700,000 will receive no distributions under the Plan -- is
neither fair nor equitable, Mr. Daluz further argues.  He cites
rulings in In re Exide Technologies, 303 B.R.47, 62
(Bankr.D.Del.2003); In re Zenith Electronics Corp., 241 B.R.92,
103 (Bankr.D.Del.1999), and H.R.Rep. 595, 95thCong., 1stSess.414
(1977).

While the 9% Noteholders receive no distribution, the Debtors'
management will receive shares of stock of Reorganized Dura under
the Management Equity Program, Mr. Daluz notes.  Thus, he says,
there is a strong possibility that the Debtors' management will
receive shares on account of nothing, or, alternatively, on
account of their interests in, or claims against, the Debtors.

Mr. Daluz also states that the Debtors must prove that the Plan
is feasible and not likely to be followed by liquidation or the
need for further reorganization.  It appears that the Debtors
still have not received a commitment from any lender to provide
$425,000,000 in exit financing, he says.

"The recent troubles in the credit markets, the Debtors'
statements that the DIP Lenders are nervous about extending the
maturity date beyond December 31, 2007, and the Debtors' need to
enter into the Fee Engagement Letter before the DIP Lenders would
agree to pursue syndication of the exit financing make it
[appear] that the Debtors cannot prove feasibility without a
commitment by a lender to provide the $425,000,000 in exit
financing that the Debtors require under the Plan," Mr. Daluz
states.  

                      About DURA Automotive

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

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

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


DURA AUTOMOTIVE: Second Lien Group Objects to Chapter 11 Plan
-------------------------------------------------------------
Second Lien Group also expressed to the U.S. Bankruptcy Court for
the District of Delaware their objection to the Joint Plan of
Reorganization filed by DURA Automotive Systems Inc. and its
debtor-affiliates.

Pursuant to a Credit Agreement dated May 3, 2005, certain of the
Debtors borrowed $225,000,000 on a second lien basis.  Loans
under the agreement accrue interest at a margin over either a
Eurodollar-based rate or a prime rate-based rate.  As of
immediately prior to the Petition Date, all loans under the
Second Lien Credit Agreement accrued at the Eurodollar Rate,
which was the lower of the two rates.

Laurie Selber Silverstein, Esq., at Potter, Anderson & Corroon,
LLP, in Wilmington, Delaware, relates that, pursuant to the
Second Lien Agreement, if an event of default occurs, any
outstanding Eurodollar loan must be automatically converted to
a Base Rate loan.  In light of the Debtors' Chapter 11 filing,
which qualifies as an event of default, the Second Lien Group
has insisted that no further Eurodollar loans were permissible,
the loans are automatically converted from Eurodollar to Base
Rate loans.

The Debtors, however, contended that that the Eurodollar Rate is
the applicable interest rate.

In resolution to the Second Lien Group's objection to the
Debtors' use of the Second Lien Lenders' cash collateral and the
entry into a postpetition financing, the Debtors agreed to grant
the Second Lien Lenders adequate protection payments measured by
a compromise "Stated Rate", half-way between the Eurodollar Rate
and the Base Rate.
  
The Plan proposes to satisfy the Second Lien Facility Claims
through cash payment in the amount of the principal amount of
$225,000,000 "plus outstanding interest, fees and expenses
payable pursuant to the Final DIP Order or as the Bankruptcy
Court otherwise orders, but not otherwise paid, as of the
Effective Date."  The Plan, however, provides that the
postpetition interest will be calculated at the "Stated Rate" and
not on the Base Rate, which amounts to a $2,000,000 disparity to
the recoveries of the Second Lien Lenders.

The Second Lien Group reiterates its contentions that
postpetition interest should be computed, and paid, at the Base
Rate.  It asks the Court grant the Second Lien Lenders the
accrued differential of approximately $2,000,000 between the
Debtors' stated Eurodollar Rate and the Base Rate.

As previously reported, in light of the Second Lien Group's
contentions that holders of Class 2 Second Facility Claims are
impaired under the Plan as a result of the disputes with respect
to the postpetition interest, the Debtors agreed to solicit votes
from Second Lien Lenders on a provisional basis, pending
resolution of their disputes.

               Holder of Shares of Dura Stock

Timothy Paul Harrison, holder of 898 shares of Dura Automotive
Systems, Inc., common stock, says that Dura management has not
disclosed any information as to "[its] plan to start a new
company with the stockholders' assets..."  Mr. Harrison has
received copies of Dura's Joint Plan of Reorganization and
related documents but said the information provided is confusing.

"It is obvious that the company and the consulting firms do not
want the real owners of this company to know about this plan," he
said.

Mr. Harrison insists that Dura should present a summary of the
Plan to start a new company and at let the stock holders vote and
express their objections.

The Plan currently provides for the cancellation of the existing
stock of the company, and the sale and distribution of the common
stock of Dura to noteholders and general unsecured claimants upon
emergence from bankruptcy.   Equity holders are deemed to reject
the Plan, and therefore, will not be given ballots.

                        Other Objections

As reported in the Troubled Company Reporter on Nov. 13, 2007,
Atwood Acquisition Co. LLC, The United States Government, on
behalf of the Internal Revenue Service, and Douglas Stevens and
Raphael Durst, owners of Dura Operating Corp. Series C/D 9% Senior
Subordinated Notes Cusip Number 26632QAh6, also raised objections
to the Debtors' Pla.

                      About DURA Automotive

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

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

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


EAGER BEAVER: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eager Beaver Expert Tree Service LLC
        fdba Eager Beaver Expert Tree Service, Inc.
        2203 Hamilton Street
        Jacksonville, FL 32210
        Tel: (904) 389-7676

Bankruptcy Case No.: 07-05221

Chapter 11 Petition Date: November 16, 2007

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Albert H. Mickler, Esq.
                  Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855

Total Assets: $579,179

Total Debts:  $1,048,262

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Hamilton Development Group       Rental Balance          $231,120
4575 St. Johns Avenue, Suite 2
Jacksonville, FL 32210

Caterpiller Inc.                 Equipment                $42,110
P.O. Box 905561                                          Secured:
Charlotte, NC 28290                                       $25,000

                                 Equipment                $33,754
                                                         Secured:
                                                          $20,000

                                 Equipment                $30,985
                                                         Secured:
                                                          $20,000

                                 Equipment                $25,834
                                                         Secured:
                                                          $20,000

BellSouth Advertising            Final Judgment           $67,804
c/o Douglas W. Forsyth, Esq.
200 Congress Park Drive
Suite 210
Delray Beach, FL 33445

CitiBank, N.A.                   Equipment                $35,086
                                                         Secured:
                                                          $20,000

                                 Equipment                $44,270
                                                         Secured:
                                                          $25,000


Big Ben's Tree Service           Equipment               $200,000
                                                         Secured:
                                                         $160,000

Canville Management              Equipment                $67,100
                                                         Secured:
                                                          $35,000

Ford Credit                      Equipment                $36,231
                                                         Secured:
                                                          $20,000

                                 Equipment                $15,860
                                                         Secured:
                                                          $10,000

Paul Muuray Oil, Inc.            Fuel Deliver Services    $37,796

Wells Fargo Financial Leasing    Lease                    $35,404

Mike Hogan, Tax Collector        Intangible Taxes         $32,080

The Talking Phone Book           Advertising              $17,587

Century Surety Co.               Insurance Audit          $10,848

Vermeer Sales                    Open Account              $6,984

Infinity Insurance               Insurance Premiums        $6,041


EL PASO: S&P Affirms 'BB' Corporate Credit Ratings
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on El Paso Corp. and subsidiaries.  The outlook
remains positive.
     
The rating affirmation follows the company's announcement that
master limited partnership El Paso Pipeline Partners LP (unrated)
has priced its IPO, and reflects S&P's view that the MLP formation
on balance neutrally affects the consolidated credit profile of El
Paso at this time.
     
In S&P's view, the MLP formation will at once strengthen El Paso's
consolidated credit metrics and detract slightly from its business
risk profile.  El Paso will use proceeds from the MLP debt and
equity to repay debt at El Paso, Colorado Interstate Gas Co., and
Southern Natural Gas Co., resulting in consolidated debt reduction
of about $430 million.
     
At the same time, the MLP slightly decreases El Paso's ownership
interests in the stable cash-flow generating pipelines (100% of
Wyoming Interstate Co., 10% of SNG, and 10% of CIG) and moves them
a level away from lenders at the parent, which somewhat detracts
from credit quality.  On balance, S&P view the net effect as
neutral.  El Paso will retain about a 70% ownership interest in
the MLP through common and subordinated units and the 2% general
partnership interest.
      
"The ratings on El Paso reflect a satisfactory overall business
risk profile, which includes the stability of the company's
interstate natural gas pipeline systems," said Standard & Poor's
credit analyst Plana Lee.  "However, these positive factors are
somewhat offset by the risks associated with the
company's exploration and production segment and a significantly
improved, although still-aggressive financial profile," she
continued.


EQUITY ONE: S&P Cuts Rating on Class B Certs. to BB from BBB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B mortgage pass-through certificates issued by Equity One Mortgage
Pass-Through Trust 2002-1 to 'BB' from 'BBB'.  Furthermore, S&P
affirmed its ratings on 17 classes from six transactions,
including series 2002-1.
     
The downgrade of class B from series 2002-1 reflects credit
enhancement levels insufficient to maintain its current rating.  
Severe delinquencies (90-plus days, foreclosures, and REOs) were
$4.092 million or 17.9% of the remaining pool balance and total
delinquencies were $6.168 million or 26.8% of the current pool
balance. Severe delinquencies were 2.62x overcollateralization of
$1,563,343. O/C has been able to meet its target for the past two
months after shortfalls for 15 of the previous 20 months.  
However, S&P expect losses to continue to diminish O/C over the
next three years, reducing support for the class.
     
The affirmed ratings are the result of both current and projected
credit support percentages that meet or exceed the loss coverage
levels for their current ratings.
     
As of the Oct. 25, 2007, remittance date, cumulative losses for
the transactions were as follows (series: dollar amount, % of
original pool balance):
     -- 1999-1: $5,094,485, 2.61%;
     -- 2001-3: $8,959,320, 3.42%;
     -- 2002-1: $8,278,544, 3.11%;
     -- 2002-2: $7,428,294, 2.58%;
     -- 2002-4: $6,722,069, 2.22%; and
     -- 2002-5: $12,507,802, 2.45%.
The outstanding pool balances, as a percentage of their original
sizes, were as:
     -- 1999-1: 6.3%;
     -- 2001-3: 8.7%;
     -- 2002-1: 8.6%;
     -- 2002-2: 10.3%;
     -- 2002-4: 12.1%; and
     -- 2002-5: 10.5%.

Credit support for these transactions is provided through a
combination of subordination, excess interest, and O/C.  Series
1999-1 is supported by a spread account in lieu of O/C.  
Furthermore, several certificates have additional support from a
bond insurance policy issued by either Financial Security
Assurance Inc. ('AAA' financial strength rating) or Ambac
Assurance Corp. ('AAA' financial strength rating).  The
affirmations of the bond-insured classes are based on the
financial strength of the related insurer.
     
The underlying collateral for these transactions is mostly fixed-
and adjustable-rate, 30-year mortgages on one- to four-family
homes.  The loans were originated or purchased by Equity One Inc.
or its affiliates according to guidelines that target borrowers
with less-than-perfect credit histories.  The guidelines are
intended to assess both the borrower's ability to repay the loan
and the adequacy of the value securing the mortgaged property.
   
                         Ratings Lowered
    
             Equity One Mortgage Pass-Through Trust
               Mortgage pass-through certificates

                                         Rating
                                         ------
         Series        Class       To               From
         ------        -----       --               ----
         2002-1        B           BB               BBB

                         Ratings Affirmed
   
             Equity One Mortgage Pass-Through Trust
               Mortgage pass-through certificates

       Series        Class                        Rating
       ------        -----                        ------
       1999-1        A*                           AAA
       2001-3        AF-4*, AV-1*                 AAA
       2002-1        AV-1                         AAA
       2002-1        M-1                          AA
       2002-1        M-2                          A
       2002-2        AF-4*, AV-1*                 AAA
       2002-4        AF-4, AV-1A*, AV-1B          AAA
       2002-4        M-1                          AA
       2002-4        M-2                          A
       2002-4        B                            BBB
       2002-5        M-1                          AA+
       2002-5        M-2                          A
       2002-5        B                            BBB

               
                *Indicates a bond-insured class.


FEUERMAN STUDIOS: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Feuerman Studios, Inc.
        28 West 27th Street
        4th Floor
        New York, NY 10001

Bankruptcy Case No.: 07-13640

Chapter 11 Petition Date: November 16, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
350 Warren L.P.                  Court Judgment          $698,358
c/o Long Island Realty Company
Eight Bond Street, Suite 100
Great Neck, NY 11021

Dietl International              Return Shipping          $25,000
158 West 27th Street             from Venice
Bridgette, NY 10001

                                 Unsecured                 $5,463

Cobert, Haber & Haber Esq.                                $24,625
1050 Franklin Avenue
Garden City, NY 11530

Wolf Block Brach Eichler         Attorneys Fees           $18,260

American Express                 Misc. Business           $19,748
                                 Expenses

Stephen Melzer CPA               Accounting Services       $4,000

Feuerman Cohen LLC               Rental Income             $2,000

Commerce Bank Visa Card                                    $1,919

JLM Technology Services, Inc.                              $1,576

Ira Illoway                      Insurance                 $1,500

Ralph P. Cohen                   Computer Graphics         $1,500

Citibank                         Misc. Business Expenses   $1,113

Genworth Financial               Health Insurance Brokers  $1,009

Mat Casey                        Independent Contractor      $750

Diana Rios                       Independent Contractor      $525

GAM                              Inventory Mgt. Services     $525

Verizon                          Telephone Charges           $400

IESI                                                         $205


FIRST FRANKLIN: Moody's Cuts Ratings on 9 Certificate Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded 9 certificates and placed
two certificates on review for possible downgrade, issued by First
Franklin Mortgage Loan Trust.  The actions are based on the
analysis of the credit enhancement provided by subordination,
overcollateralization and excess spread relative to the expected
loss.  The collateral backing each deal consists primarily of
first-lien, subprime fixed and adjustable rate mortgage loans.

The actions on the First Franklin Mortgage Loan Trust 2004-FF3 are
driven by high recent losses combined with a large dollar amount
for loans in foreclosure and REO.

The actions on the First Franklin Mortgage Loan Trust 2004-FFH1,
which contains high LTV loan pool, are driven by the complete
erosion of the OC which left the Cl. M-8 and Cl. M-7 exposed to
future losses and the tranches sequentially above them in a weaker
position.

Complete rating actions are:

Issuer: First Franklin Mortgage Loan Trust 2004-FF3

  -- Cl. M-4, downgraded to Baa3, previously Baa1,
  -- Cl. B-1, downgraded to B1, previously Ba1,
  -- Cl. B-2, downgraded to Ca, previously B1,
  -- Cl. B-3, downgraded to C, previously B3,

Issuer: First Franklin Mortgage Loan Trust 2004-FFH1

  -- Cl. M-2, currently Aa2, placed on review for possible
     downgrade,

  -- Cl. M-3, currently Aa3, placed on review for possible
     downgrade,

  -- Cl. M-4, downgraded to Baa2, previously A1,

  -- Cl. M-5, downgraded to Ba2, previously Baa3,

  -- Cl. M-6, downgraded to Caa1, previously Ba1,

  -- Cl. M-7, downgraded to C, previously Caa1,

  -- Cl. M-8, downgraded to C, previously Caa3.


GILLESPIE ACQUISITION: Case Summary & 30 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Gillespie Acquisition, Inc.
             3995 Alexandria Pike
             Cold Spring, KY 41076

Bankruptcy Case No.: 07-15378

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Gillespie Wholesale, Inc.                  07-15379
        A.F.M. 711, Inc.                           07-15381
        A.F.M. 712, Inc.                           07-15383
        A.F.M. 713, Inc.                           07-15384
        A.F.M. 714, Inc.                           07-15386
        A.F.M. 716, Inc.                           07-15388
        Jackson Center 717, Inc.                   07-15389
        A.F.M. 717, Inc.                           07-15390
        A.F.M. 720, Inc.                           07-15392
        A.F.M. 721, Inc.                           07-15393
        A.F.M. 722, Inc.                           07-15394
        A.F.M. 723, Inc.                           07-15396

Type of Business: Gillespie Acquisition is a wholly-owned
                  subsidiary of Petro Acquisitions, Inc.  The
                  company, along with its affiliates, operate
                  convenience stores in Ohio with some operations
                  include retail sale of gasoline.

                  Additional detail of the Debtors' bankruptcy
                  filing can be found under the Petro Acquisition
                  story published in today's Troubled Company
                  Reporter.

Chapter 11 Petition Date: November 5, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: Burton Perlman

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

Debtors' consolidated financial condition as of July 15, 2007:

    Total Assets: $11,775,952

    Total Debts:  $11,112,880

Debtors' Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Core-Mark International        Trade                     $528,873
Attention: Bankruptcy
1055 Salt River Road
Leitchfield, KY 42754

Pepsi-Cola (Lima)              Trade                      $85,159
Attention: Bankruptcy
75 Remittance Drive,
Suite 1884
Chicago, IL

Pepsi-Cola (Springfield)       Trade                      $69,713
Attn: Bankruptcy
75 Remittance Drive,
Suite 1884
Chicago, IL 60675-1884

Coca Cola Bottling Co.         Trade                      $46,435

Ohio Lottery Commission        Agency Agreement           $30,901

Home City Ice Co.              Trade                      $25,924

I.C.E.E.-U.S.A. Corp.          Trade                      $19,951

Reiter Dairy, Inc.             Trade                      $19,834

Mike-Sells Potato Chip         Trade                      $15,076

Cox Auto Trader                                           $13,809

Professional Refrigeration     Trade                      $12,966
& A/C

Movie Gallery U.S., Inc.                                  $10,606

IBC-Wonder Bread/              Trade                      $10,374
Hostess Cake

Movies U Buy/S.Q.S.                                        $9,996

Seven Up                       Trade                       $7,871

Trauth Dairy Inc.-Ice Cream    Trade                       $7,539

Frito-Lay, Inc.                Trade                       $6,956

J.G. Maintenance, Inc.                                     $6,869

Dayton Power And Light Co.     Utility                     $5,622

Solaray Corp.                                              $4,918

K.E. Strayer Co.                                           $4,660

Lance, Inc.                    Trade                       $3,240

Autec                                                      $2,828

Commercial Parts &                                         $2,319
Services/Ohio

Bruce Lile                                                 $2,200

Mckee Baking Co.               Trade                       $2,054
(LITTLE DEBBIE)

Petro Oil Equipment                                        $1,938
Maintenance

Anthony International                                      $1,820

American Electric Power        Utility                     $1,438

Ultra Wash Systems                                         $1,413


GSR TRUST: Poor Collateral Performance Cues S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of mortgage-backed notes issued by GSR Trust 2005-HEL1 and
placed the rating on one of these downgraded classes on
CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on three classes from the same transaction.
     
The downgrades reflect the continuing deterioration of collateral
performance.  The transaction is backed primarily by second-lien
mortgage loans, which usually incur losses when they become more
than 180-days delinquent and are subsequently charged-off.
Sizeable losses in the last three remittance periods have averaged
$6.085 million, which completely eroded overcollateralization
resulting in a cumulative principal writedown of $2.506 million to
the B-2 note.  Based upon S&P's stress test scenarios, S&P do not
think O/C will build back towards its target in the next 12 months
to cover losses.
     
Delinquencies continue to result in losses that outpace monthly
excess interest and have caused actual and projected credit
support levels to no longer be able to support the ratings at
their previous levels.  As of the Oct. 25, 2007, distribution
date, total delinquencies for series 2005-HEL1 were 12.39%
($43.196 million) of the current pool balance.  Cumulative
realized losses for series 2005-HEL1 were 3.45% ($25.556 million)
of the original pool balance.  Seasoning for this transaction is
22 months, and this series has an outstanding pool factor of
47.09%.
     
The affirmations are based on sufficient credit enhancement
percentages to maintain the current ratings, despite poor
collateral performance.
     
The collateral backing the notes originally consisted primarily of
second-lien, and adjustable-rate home equity lines of credit.


                         Ratings Lowered

                       GSR Trust 2005-HEL1
                      Mortgage-backed notes

                                   Rating
                                   ------
                  Class      To              From
                  -----      --              ----
                  M-1        BBB             AA+
                  M-2        B+              A+
                  M-3        B               A
                  M-5        CCC             BBB+
                  M-6        CCC             BBB
                  B-1        CCC             BBB-
                  B-2        D               BB+

       Rating Lowered and Placed on Creditwatch Negative

                       GSR Trust 2005-HEL1     
                      Mortgage-backed notes

                                   Rating
                                   ------
                  Class      To              From
                  -----      --              ----
                  M-4        B-/Watch Neg    A-

                        Ratings Affirmed

                       GSR Trust 2005-HEL1
                      Mortgage-backed notes

                    Class               Rating
                    -----               ------
                    A-2B, A-2A, A-1     AAA


GSV INC: Posts $1,716 Net Loss in Third Quarter Ended Sept. 30
--------------------------------------------------------------
GSV Inc. reported a net loss of $1,716 on revenues from oil and
gas investments of $223,115 for the third quarter ended Sept. 30,
2007, compared with a net loss of $29,772 on revenues from oil and
gas investments of $94,869 in the corresponding period last year.

Th increase in revenues was due to the increase in production in
the Louisiana well.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2,845,537 in total assets, $1,000,093 in total liabilities, and
$1,845,444 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $408,168 in total current assets
available to pay $1,000,093 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?2577

                       Going Concern Doubt

UHY LLP raised substantial doubt about GSV Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  UHY reported that
the company has incurred  recurring  operating losses, and it has
negligible working capital at Dec. 31, 2006.  The auditing firm
added that the company's expected future sources of revenue will
be derived from its investments in oil and gas, but the attainment
of profitability from these  investments is not assured.  

                          About GSV Inc.

Based in Westport, Conn., GSV Inc. (OTC BB: GSVI) --
http://www.gsv.com/-- owns interests in the oil and gas  
properties in Texas and Louisiana.  The company also owns
interests in Cybershop L.L.C., which owns interests in oil and gas
properties in Texas, as well as holds rights to certain geologic
studies.


HINES HORTICULTURE: Sept. 30 Balance Sheet Upside-Down by $1.2 M.
-----------------------------------------------------------------
Hines Horticulture Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $265.1 in total assets and $266.3 million in total
liabilities, resulting in a $1.2 million total shareholders'
deficit.

The company reported a net loss of $7.7 million for the third
quarter of 2007, compared with a net loss of $30.3 million in the
same period last year.

Net sales of $31.8 million for the three months ended Sept. 30,
2007, decreased $4.0 million, or 11.2%, from net sales of
$35.8 million for the comparable period in 2006.  The decline in
sales was due to decreased sales in the Southeast region of
approximately $1.2 million.  The region is currently experiencing
a severe drought.  

Operating loss of $8.1 million for the three months ended
Sept.  30, 2007 increased $3.2 million, or 64.5%, from
$4.9 million for the comparable period in 2006.  The increase in
operating loss was mainly due to the decrease in net sales and the
increase in selling and general administrative costs and other
operating expenses.

Other expenses of $4.7 million for the three months ended
Sept. 30, 2007, decreased $601,000, or 11.4%, from $5.3 million
for the comparable period in 2006.  The decrease in other expenses
was mainly due to a decrease in interest expense and deferred
financing expense.  The decrease in interest expense is
attributable to lower overall outstanding debt and the decrease in
deferred financing expense is due to the write-off of a portion of
the deferred financing cost in connection with the third amendment
to the company's previous senior credit facility in 2006 which did
not recur in the third quarter of 2007.

Income tax benefit was $5.0 million for the three months ended
Sept. 30, 2007, compared to $4.0 million for the comparable period
in 2006.  The effective income tax rate was 39.4% for the three
months ended Sept. 30, 2007, up from 39.0% from the comparable
period a year ago.

Loss from continuing operations of $7.7 million for the three
months ended Sept. 30, 2007, increased $1.5 million, or 24.4%,
from $6.2 million for the comparable period in 2006.  

Income from discontinued operations, net of income taxes, was
$54,000 for the three months ended Sept. 30, 2007, compared to a
loss from discontinued operations, net of income taxes, of
$24.0 million for the comparable period in 2006.  The decrease in
loss from discontinued operations, net of income taxes was mainly
due to the majority of the company's discontinued operations
having been disposed of in prior periods.  The loss from
discontinued operations in 2006 was primarily due to exit and
disposal costs and asset and other impairment charges.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2007, are
available for free at http://researcharchives.com/t/s?2576

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates     
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.
              
                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Standard & Poor's Ratings Services lowered its ratings on Irvine,
Hines Horticulture Inc., including its corporate credit rating to
'CCC+' from 'B-'.  The outlook is developing.


HOLLINGER INC: Sept. 30 Balance Sheet Upside-Down by CDN$133 Mil.
-----------------------------------------------------------------
Hollinger Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed CDN$84.5 million in total assets and CDN$217.5 million in
total liabilities, resulting in a CDN$133.0 million total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with CDN$47.6 million in total current
assets available to pay CDN$207.7 million in total current
liabilities.

The company reported a net loss of CDN$50.1 million on revenue of
CDN$1.6 million for the second quarter ended Sept. 30, 2007,
compared with a net loss of CDN$31.6 million on revenue of
CDN$1.7 million in the corresponding period ended Sept. 30, 2006.

For the three months ended Sept. 30, 2007, interest income was
CDN$518,000, compared with CDN$653,000 for the three months ended
Sept. 30, 2006.  The surplus funds giving rise to this interest in
the three months ended Sept. 30, 2007, are primarily derived from
proceeds of real estate sales and the sale of a vendor take-back
mortgage.  The surplus funds giving rise to interest in the three
months ended Sept. 30, 2006, were primarily surplus funds from a
special dividend received from Sun-Times in January and February
of 2005.

The company received dividend income from CFP of CDN$1 million for
the three months ended Sept. 30, 2007.  Dividend income of
CDN$884,000 for the three months ended Sept. 30, 2006, reflects
one dividend from Sun-Times of $0.05 per share.  

Other revenues, which is comprised principally of rental income
from leases of various real estate properties, decreased to
CDN$57,000 for the three months ended Sept. 30, 2007, compared
with CDN$212,000 for the three months ended Sept. 30, 2006.

During the three months ended Sept. 30, 2007, the company recorded
an unrealized loss of CDN$53.2 million (CDN$25.1 million for the
three months ended Sept. 30, 2006).  Of this unrealized loss,
CDN$51.1 million (CDN$25.1 million for the three months ended
Sept. 30, 2006) relates to the decrease in the fair value of its
investment in Sun-Times, while CDN$2.1 million (CDN$-0- for the
three months ended Sept. 30, 2006) relates to the effects of
currency exchange rates over each period.  

During the three months ended Sept. 30, 2007, the company  
recorded an unrealized gain on retractable preference shares of
CDN$2.6 million (CDN$1.2 million for the three months ended
Sept. 30, 2006).  Of this unrealized gain, CDN$2.5 million
(CDN$1.2 million for the three months ended Sept. 30, 2006)
relates to the decrease in the fair value of its investment in
Sun-Times, while CDN$103,000 (less than CDN$1,000 for the three
months ended Sept. 30, 2006) relates to the effects of currency
exchange rates over each period.   

On Sept. 6, 2007, the company's 39.99% interest in the outstanding
shares of CFP were repurchased by CFP for CDN$4.4 million,
resulting in a gain on sale of CDN$4.4 million.

Net foreign currency loss was CDN$10.6 million in the three months
ended Set. 30, 2007, compared with net foreign currency gain of
CDN$422,000 for the same period last year.

Net loss from continuing operations before taxes was
CDN$49.9 million for the three months ended Sept. 30, 2007,
compared with a net loss from continuing operations of
CDN$35.5 million for the three months ended Sept. 30, 2006.

Provision for income taxes was CDN$152,000 in the three months
ended Sept. 30, 2007, compared with a recovery of income taxes of
CDN$4.0 million for the three months ended Sept. 30, 2006.  These
amounts are the net of accounting recoveries and the write down of
various future tax assets previously recorded.

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.


HOUGHTON INT'L: S&P Withdraws Ratings at Company's Request
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' corporate credit rating, on Valley Forge, Pennsylvaia-
based Houghton International Inc. at the company's request.  The
ratings were removed from CreditWatch, where they were placed with
negative implications on Oct. 16, 2007.


HUNTINGTON NATIONAL: Moody's Places Ratings Under Review
--------------------------------------------------------
Moody's Investors Service placed the ratings of Huntington
Bancshares Incorporated and subsidiaries on review for downgrade
following the announcement that it would take a $300 million
charge for its exposure to Franklin Credit Management Corporation.  
Huntington is rated A3 for long-term debt and P-2 for short-term
obligations. Huntington's lead bank, Huntington National Bank, is
rated C+ for financial strength, A2 for long-term deposits, and P-
1 for short-term deposits.

Moody's placed Huntington's ratings on review for several reasons.  
First, the size of the remaining net exposure to Franklin -- in
excess of $1 billion -- is substantial and additional write-downs
are a possibility, in Moody's view.  Second, the write-down will
result in a sizable net loss in 4Q07 and, combined with a large
quarterly dividend, will result in a material deterioration in
Huntington's capital ratios.  Finally, Huntington is also at risk
of a further deterioration in the credit quality of its loan
portfolio, particularly in its Commercial Real Estate exposures.  
A substantial portion of Huntington's CRE footprint is in Eastern
Michigan and Northern Ohio -- a region of the United States where
this asset class has come under significant strain.

Franklin is a national consumer finance company that specializes
in the acquisition of scratch and dent loans -- that is,
residential mortgages that are currently delinquent or have had a
history of delinquency -- and in the origination of sub-prime
residential mortgages.  Its balance sheet assets were
approximately $2 billion at June 30, 2007.  With $1.5 billion in
gross loans outstanding, Huntington provides the vast majority of
Franklin's funding.

On November 15, 2007, Franklin announced that it expected a
substantial increase in provisions for loan losses in the third
quarter of 2007 resulting in substantial negative shareholders'
equity.  Consequently, the company will delay the filing of its
quarterly results. Huntington has suspended its funding for
Franklin's loan acquisition and origination activities.

The review will focus on the potential for further write-downs on
the Franklin exposure, Huntington's plan for strengthening its
capital base, and the near- and medium-term outlook of its CRE
portfolio.

Below are the rating actions taken on Huntington by Moody's:

Issuer: Huntington Bancshares Capital Trust I

On Review for Possible Downgrade:

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa1

Outlook Actions:

  -- Outlook, Changed to Rating Under Review from Stable

Issuer: Huntington Bancshares Incorporated

On Review for Possible Downgrade:

  -- Multiple Seniority Medium-Term Note Program, Placed on
     Review for Possible Downgrade, currently Baa1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa2

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa1

  -- Subordinate Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa1

  -- Senior Unsecured Medium-Term Note Program, Placed on
     Review for Possible Downgrade, currently A3

Outlook Actions:

  -- Outlook, Changed to Rating Under Review from Stable

Issuer: Huntington Capital II

On Review for Possible Downgrade:

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa1

Outlook Actions:

  -- Outlook, Changed to Rating Under Review from Stable

Issuer: Huntington Capital III

On Review for Possible Downgrade:

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa1

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa1

Outlook Actions:

  -- Outlook, Changed to Rating Under Review rom Stable

Issuer: Huntington Capital IV

On Review for Possible Downgrade:

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa1

Outlook Actions:

  -- Outlook, Changed to Rating Under Review From Stable

Issuer: Huntington Capital V

On Review for Possible Downgrade:

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa1

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Huntington Capital VI

On Review for Possible Downgrade:
  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa1

Outlook Actions:
  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Huntington National Bank

On Review for Possible Downgrade:

  -- Bank Financial Strength Rating, Placed on Review for
     Possible Downgrade, currently C+

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A2

  -- OSO Rating, Placed on Review for Possible Downgrade,
     currently P-1

  -- Deposit Rating, Placed on Review for Possible Downgrade,
     currently P-1

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently A2

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Downgrade, currently A3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A3

  -- Senior Unsecured Bank Note Program, Placed on Review for
     Possible Downgrade, currently A2

  -- Senior Unsecured Deposit Note/Takedown, Placed on Review
     for Possible Downgrade, currently A2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently A2

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently A2

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Huntington Preferred Capital, Inc.

On Review for Possible Downgrade:

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa1

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Sky Bank

On Review for Possible Downgrade:

  -- Bank Financial Strength Rating, Placed on Review for
     Possible Downgrade, currently C+

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A2

  -- OSO Rating, Placed on Review for Possible Downgrade,
     currently P-1

  -- Deposit Rating, Placed on Review for Possible Downgrade,
     currently P-1

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently A2

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A3

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently A2

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Sky Financial Capital Trust I

On Review for Possible Downgrade:

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa1

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Sky Financial Group, Inc.

On Review for Possible Downgrade:

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa1

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

Headquartered in Columbus, Ohio, Huntington Bancshares
Incorporated had reported assets of $55.3 billion as of September
30,2007.


INDEPENDENCE TAX: Sept. 30 Balance Sheet Upside-Down by $6.7 Mil.
-----------------------------------------------------------------
Independence Tax Credit Plus L.P.'s consolidated balance sheet at
Sept. 30, 2007, showed $120.5 million in total assets,
$122.2 million in total liabilities, and $5.0 million in minority
interests, resulting in a $6.7 million total partners' deficit.

The partnership reported a net loss of $946,810 on total revenues
of $5.1 million for the second quarter ended Sept. 30, 2007,
compared with a net loss of $1.5 million on total revenues of
$4.6 million in the same period ended Sept. 30, 2006.

Rental income increased approximately 15% for the three months
ended Sept. 30, 2007, as compared to the corresponding period in
2006, primarily due to the re-renting of units that were vacant  
due to hurricane damages at one local partnership, an increase in
tenant assistance payments at a second local partnership and a
decrease in write-offs of rent receivables and a decrease in
vacancies at a third local partnership.

Other income decreased approximately $106,000 for the three months
ended Sept. 30, 2007, as compared to the corresponding period in
2006, primarily due to the receipt of insurance proceeds in 2006
resulting from a fire in 2005 at one local partnership and a
decrease in utility allowance expense reimbursements at a second
local partnership.

Total expenses, excluding insurance, remained fairly consistent
with a decrease of less than 1% for the three months ended
Sept. 30, 2007, as compared to the corresponding period in 2006.

Insurance increased approximately $41,000 for the three months  
ended Sept. 30, 2007, as compared to the corresponding period in
2006, primarily due to an increase in insurance premiums due to
hurricanes at one local partnership and an underaccrual in
insurance expense in 2006 at a second local partnership.

Full-text copies of the partnership's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?257c

                       About Independence Tax

Independence Tax Credit Plus LP is a limited partnership which
originally held ownership interests in 28 other subsidiary
partnerships owning leveraged complexes that are eligible for the
low-income housing tax credit.  Approximately $8,600 of the  
purchase price remains to be paid to the local partnerships.  

Independence Tax Credit Plus LP's general partner is Related
Independence Associates LP, a Delaware limited partnership.    
Through the rights of the partnership or an affiliate of the
general partner, which affiliate has a contractual obligation to
act on behalf of the partnership to remove the general partner of
the subsidiary local partnerships and to approve certain major
operating and financial decisions, the partnership has a
controlling financial interest in the subsidiary partnerships.


INTEGRATED HEALTH: Sept. 30 Balance Sheet Upside-Down by $39.5 M.
-----------------------------------------------------------------
Integrated Healthcare Holdings Inc. has reported its financial
results for the second quarter ended Sept. 30, 2007.
    
At Sept. 30, 2007, Integrated Healthcare Holdings Inc.'s
consolidated balance sheet showed $133.7 million in total assets
and $173.2 million in total liabilities, resulting in a
$39.5 million total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $76.4 million in total current
assets available to pay $166.0 million in total current
liabilities.

The consolidated net income for the three months ended Sept. 30,
2007, was $1.1 million, versus a net loss of $7.0 million during
the same period of 2006.  The net loss for the same period in 2006
was $7.8 million before recognition of the change in fair value of
derivative.

IHHI reported consolidated net operating revenues of $95.4 million
for the three months ended Sept. 30, 2007, an increase of
$10.1 million, or 11.8%, from the comparable period in 2006.  
Operating income for the three months ended Sept. 30, 2007, was
$4.1 million compared to an operating loss of $4.6 million for the
same period in 2006.

For the six months ended Sept. 30, 2007, IHHI reported
consolidated net operating revenues of $182.2 million, an increase
of $5.9 million, or 3.3%, from the comparable period in 2006.
Operating income for the six months ended Sept. 30, 2007, was
$1.3 million compared to an operating loss of $3.6 million for the
same period in 2006.  The consolidated net loss for the six months
ended Sept. 30, 2007, was $4.7 million, versus $4.8 million during
the same period of 2006.  The net loss for the same period in 2006
was $9.9 million before recognition of the change in fair value of
derivative, representing a significant improvement in operating
results during 2007.

Adjusted EBITDA for the three months ended Sept. 30, 2007, was
$4.9 million, an increase of $8.8 million from adjusted EBITDA
loss of $3.9 million for the same period in 2006.  Adjusted EBITDA
for the six months ended Sept. 30, 2007, was $2.9 million, an
increase of $5.2 million from adjusted EBITDA loss of $2.3 million
for the same period in 2006.

Bruce Mogel, IHHI chief executive officer, stated, "We are
gratified to report the result of considerable progress moving
these operations to a fiscally sound basis.  This was the result
of concerted efforts by our facility personnel and increasingly
supportive medical staff and community."

During the three months ended Sept. 30, 2007, and 2006, IHHI
received $3.0 million and $0, respectively, in supplemental
funding for indigent care, and $3.0 million and $3.5 million
during the six months ended Sept. 30, 2007, and 2006,
respectively.

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?2573

                   About Integrated Healthcare

Headquartered in Santa Ana, Calif., Integrated Healthcare Holdings
Inc. (OTC BB: IHCH) is a partially physician-owned management
company that operates the following four hospital facilities in
Orange County, California: 282-bed Western Medical Center in Santa
Ana; 188- bed Western Medical Center in Anaheim; 178-bed Coastal
Communities Hospital in Santa Ana; and 114-bed Chapman Medical
Center in Orange.


INTERNATIONAL MANAGEMENT: Trustee Wants to Sell NJ Property
-----------------------------------------------------------
William F. Perkins, the Chapter 11 Trustee of International
Management Associates LLC and its debtor-affiliates' cases, asks
the United States Bankruptcy Court for the Northern District of
Georgia permission to sell the New Jersey house to Brendan Conk
and Rebecca Lubot-Conk for $860,000, clear of liens, claims and
interest.

The New Jersey house has been identified as 551 Grove Terrace in
South Orange, New Jersey.

According to the Trustee, the sale contract is only contingent
upon the inspection outlined in that contract.  The Trustee says
that the inspection must reveal unforeseen physical defects to
justify failure to close the contract.

The Trustee notes that the sale contract will close after Nov. 28,
2007.

The Trustee assures the Court that the proposed sale will maximize
the potential value to the estate of the New Jersey house, and the
propose purchase prices is a fair and reasonable price.

A hearing on Dec. 12, 2007, at 10:00 a.m., in Courtroom 1401 to
consider approval of the Trustee's request.

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge   
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on March 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  James R. Sacca, Esq., at Greenberg
Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long &
Aldridge, LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they did not state their total assets but estimated
total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


IXION PLC: Moody's Junks Rating on $50 Million Notes
----------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the following notes issued by Ixion plc:

Class Description: Ixion plc 2007-2 Series 19: $50,000,000
                   Floating Rate Portfolio Credit Linked Secured
                   Notes due 2037

Prior Rating: A2
Current Rating: Caa3, on review for possible downgrade

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


JOHNSTON BREWING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Johnstown Brewing Company LLC
        942 Pine Grove Lane
        Johnstown, PA 15905
        Tel: (814) 536-3525

Bankruptcy Case No.: 07-71282

Type of Business: The Debtor produces high-quality craft-brewed
                  beers.

                  Lovette Pourhouse Properties, LLP, an affiliate
                  of the Debtor, filed for Chapter 11 protection
                  on Sept. 7, 2007 (Bankr. W.D. Pa. Case No.
                  07-71011).

Chapter 11 Petition Date: November 16, 2007

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Small Business Administration      SBA Loan              $315,519
Federal Building
Room 1128
1000 Liberty Avenue
Pittsburgh, PA 15222

Southmont Borough Tax Collector    Trade Debt             $48,971
472 Southmont Boulevard
Johnstown, PA 15905

Capital One                        Trade Debt             $12,954
P.O. Box 85184
Richmond, VA 23285-5184

U.S. Food Service                  Trade Debt             $12,949

PA Department of Revenue                                   $6,998

Andrew J. Bezek                    Trade Debt              $4,636

Forever of Johnstown, Inc.         Trade Debt              $4,259

Cambria Co Convention and          Trade Debt              $3,885
Visitors Bureau

PT Mortgage & Leasing              Trade Debt              $3,850

Restaurant Technologies            Trade Debt              $3,479

Berrena's Mechanical               Trade Debt              $3,138

Steven Poorman                     Trade Debt              $2,413

Wessel & Company                   Trade Debt              $2,342

McAneny Brothers                   Trade Debt              $2,188

Daily American                     Trade Debt              $1,842

Penelec                            Trade Debt              $1,740

Dominion Peoples                   Trade Debt              $1,599

Central Tax Bureau of PA, Inc.     Trade Debt              $1,514

Milkies Lawn Services              Trade Debt              $1,110

BMI                                Trade Debt              $1,091


KEY ENERGY: Prices $425 Million of 8.375% Sr. Notes Offering
------------------------------------------------------------
Key Energy Services Inc. has priced a private offering of
$425 million in aggregate principal amount of 8.375% Senior Notes
due 2014.  The notes were priced at 100% of their face value to
yield 8.375%.

Interest is payable on June 1 and December 1 of each year,
beginning June 1, 2008.  The notes will be fully and
unconditionally guaranteed by certain of the company's domestic
subsidiaries.  The company intends to use the net proceeds of the
private placement to retire its outstanding $393 million
Tranche C Term Loans under its existing senior secured credit
facility and for general corporate purposes.
    
The closing of the senior notes offering is expected to occur on
Nov. 29, 2007, and is subject to customary closing conditions.  

Headquartered in Houston, Texas, Key Energy Services Inc.
(NYSE:KEG) -- http://www.keyenergy.com/-- is an onshore, rig-
based well servicing contractor in the United States.  The company
provides a range of well services to oil companies and independent
oil and natural gas production companies, including rig-based well
maintenance, workover, well completion and recompletion services,
oilfield transportation services, cased-hole electric wireline
services and ancillary oilfield services, fishing and rental
services and pressure pumping services.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Moody's Investors Services assigned Key Energy Services a
corporate family rating of Ba3.  Simultaneously, per Moody's Loss
Given Default Methodology, KEG was assigned a Ba3 probability of
default rating and KEG's new $400 million of senior unsecured
notes were assigned a B1 (LGD 5; 71%) rating. Moody's also
assigned KEG a speculative grade liquidity rating of SGL-2.  The
outlook is stable.  KEG's previous ratings were withdrawn on Nov.
17, 2005.


LEAP WIRELESS: Delays 10Q Filing Due to Financial Restatements
--------------------------------------------------------------
Leap Wireless International Inc. has not yet filed its Form
10-Q for the third quarter of 2007 due to certain errors which
will require the company to restate its financial statements for
fiscal years 2004, 2005 and 2006 and for the first and second
quarters of 2007.

The company is finalizing its third quarter 2007 financial and
operational results and working with its independent registered
public accounting firm to review and audit the results and
restated financial information.  The company currently expects to
finalize its third quarter financial statements and file its Form
10-Q on or before Dec. 14, 2007.

Upon the company's filing of its Form 10-Q for the third quarter
of 2007, the company will again become compliant with NASDAQ
Marketplace Rule 4310(c)(14).

In this connection, the company received a letter from The NASDAQ
Stock Market on Nov. 14, 2007, indicating that the company was not
in compliance with NASDAQ Marketplace Rule 4310(c)(14) since it
has not yet filed its 2007 third quarter Form 10-Q with the
Securities and Exchange Commission.

As a result of its current non-compliance in filing its Form 10-Q,
Leap was notified that its common stock is subject to delisting in
accordance with standard NASDAQ procedures.  

The company intends to request a hearing before a NASDAQ Listing
Qualifications Panel to review the determination, which will
automatically stay any suspension of trading on The NASDAQ Stock
Market in the company's stock pending a decision by the panel, and
the company's stock will remain listed during this time period.

Hearings before a Listing Qualifications Panel will be held 30 to
45 days from a company's request, and the panel will issue a
written decision approximately 30 days after the hearing, although
the company could receive a written decision sooner.

Leap also confirmed that a shareholder derivative complaint was
filed in the Superior Court of the State of California, County of
San Diego against the company's directors alleging breach of
fiduciary duties and related claims arising from the company's
pending restatements, the unsolicited merger proposal from
MetroPCS Communications Inc., and sales of Leap common stock by
certain of the defendants.  Additional lawsuits arising out of
these events may be filed against the company and/or its board of
directors.

                       About Leap Wireless

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

The Company filed for chapter 11 protection on April 13, 2003
(Bankr. S.D. Calif. Case No. 03-03470).  The Honorable Louise
DeCarl Adler entered an order confirming the Company's Fifth
Amended Plan on October 22, 2003, and the Plan took effect on
Aug. 16, 2004.   Judge Adler entered her closure order on June 3,
2005.  Robert A. Klyman, Esq., Michael S. Lurey, Esq.,and Eric D.
Brown, Esq., at Latham and Watkins LLP, represented the Debtors.

                          *     *     *

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


LEVITZ FURNITURE: Employs Kurtzman Carson as Notice & Claims Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave PLVTZ Inc., dba Levitz Furniture Inc., and its debtor-
affiliates authority to employ Kurtzman Carson Consultants LLC as
their notice and claims agent.

Kurtzman Carson will:

   -- assist the Debtors in the filing of their schedules of
      assets and liabilities and statement of financial affairs;

   -- prepare and serve required notices in the Chapter 11 case,
      including, (i) a notice of the commencement of the Debtor's
      Chapter 11 case and the initial meeting of creditors under
      Section 341(a) of the Bankruptcy Code, (ii) a notice of the
      claims bar date, (iii) notices of objections to claims,
      (iv) notices of hearings on a disclosure statement and
      confirmation of a plan of reorganization, and (v) other
      miscellaneous notices as the Debtor or the Court may deem
      necessary or appropriate for an orderly administration of   
      the Debtor's bankruptcy proceedings;

   -- within five business days after the service of a particular
      notice, prepare for filing with the Clerk's Office an
      affidavit of service that includes (x) a copy of the notice
      served, (y) an alphabetical list of persons on whom the
      notice was served along with their addresses, and (z) the
      date and manner of service;

   -- maintain copies of all proofs of claim and proofs of
      interest filed in the Debtor's Chapter 11 case;

   -- maintain official claims registers in the case by
      docketing all proofs of claim and proofs of interest in a
      claims database;

   -- create and maintain a public access Web site setting forth
      pertinent case information and allowing access to certain
      documents filed in the Debtors' Chapter 11 case;

   -- record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide
      notice of the transfers to the extent required by Rule  
      3001(e); and

   -- promptly comply with further conditions and requirements as
      the Clerk's Office or the Court may at any time prescribe.

The Debtors has paid Kurtzman Carson a $25,000 "evergreen
retainer", for services to be performed and expenses to be
incurred.  The Court has approved Kurtzman Carson to hold the
evergreen retainer.

The Services Agreement, Mr. Leake states, is terminable by either
party upon 30 days written notice, or for cause without notice,
including any act or omission by Kurtzman Carson performed
with either gross negligence or wanton misconduct that causes
harm to the Debtor's estate.

Sheryl Betance, director for Restructuring Services for Kurtzman
Carson, assures the Court that her firm is a "disinterested
person," as that phrase is defined in Section 101(14) of the
Bankruptcy Code as modified by Section 1107(b).

Kurtzman Carson served as the claims, noticing and balloting agent
for the debtors in the Chapter 11 cases of Levitz Home
Furnishings, Inc., and its debtor affiliates, from whom the
Debtors purchased the Levitz Furniture business.

The firm can be reached at:

             Kurtzman Carson Consultants LLC
             1180 Avenue of the Americas, Suite 1400
             New York, NY 10036
             Tel: (866) 381.9100
             Fax: (310) 823.9133
             http://www.kccllc.com/contact/contact.aspx

                     About Levitz Furniture

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

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

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

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

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

(Levitz Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: Hires Rodman & Renshaw as Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave PLVTZ Inc., dba Levitz Furniture Inc., and its debtor-
affiliates interim approval to employ Rodman & Renshaw LLC as its
financial advisors.

The Debtors are experiencing financial difficulties that
culminated in the filing of its Chapter 11 case, Paul D. Leake,
Esq., at Jones Day in New York, tells the Court.
                                                                             
          
The Debtors have determined to retain professionals to assist it
in finding a potential buyer of, or investor for, its business as
a going concern and effectuating a transaction during its Chapter
11 proceedings, Mr. Leake states.

Under the terms of a letter agreement dated Nov. 2, 2007,
Rodman & Renshaw will serve as financial advisor to the Debtors in
connection with a transaction or related series of transactions
whereby:

   (a) a substantial portion of the Debtor's stock or assets is
       acquired by a third party;
   
   (b) a recapitalization, consolidation or joint venture is
       effected;

   (c) an acquisition is effected; or

   (d) another strategic transaction is effected.

Alternatively, Rodman & Renshaw will serve as placement agent for
any offering of securities of the Debtors or another source of
financing is sought by the Debtor on a "best efforts" basis in
connection with any offer and placement.

Pursuant to the Letter Agreement, Rodman & Renshaw will be paid:

   (1) M&A Fee -- if a transaction is effected for the Debtor on
       or before November 2, 2008, the Debtor will pay Rodman &        
       Renshaw 3% of the aggregate consideration of the
       Transaction.  For purposes of earning a fee, the Debtor        
       initially proposed, with the consent of Rodman & Renshaw,
       that a transaction for all but six of a "Schedule A
       Parties" -- whose identity has been agreed to between R&R
       and the Debtor -- must be on a going concern basis.  For
       the remaining six Schedule A Parties, a fee is earned for
       a transaction on either a going concern or non-going
       concern basis.  Given the proprietary nature of Schedule
       A, it is not being filed with the Court.  However, Rodman
       & Renshaw has agreed to make it available to the Court for
       "in camera review", and, on a confidential basis, to the
       Office of the United States Trustee and the professionals
       retained by any statutory committee of unsecured
       creditors;

   (2) a Securities Placement Agent's Fee -- in the event the
       Debtor conducts an offering outside of Chapter 11, it will
       pay Rodman & Renshaw a placement fee equal to 6% of the
       aggregate purchase price paid by each purchaser of equity
       or equity-linked securities that are placed in the
       offering;

   (3) a Debt Fee -- the Debtor will pay to Rodman & Renshaw a
       fee equal to 3% of any amount lent to the Debtor by
       certain parties-in-interest, or, if greater, the maximum
       credit line provided for in connection with the issuance
       of non-equity-linked securities, or other indebtedness
       incurred by the Debtor; and

   (4) Warrants -- if the Debtor effects an offering outside of
       the Bankruptcy process, as additional compensation for
       Rodman & Renshaw, the Debtor will issue warrants to the
       firm at the closing of an offering.  The warrants will
       provide for the purchase of 6% of the aggregate number
       of shares placed in the offering.

The Debtors will also reimburse Rodman & Renshaw's reasonable out-
of-pocket expenses incurred.

Mr. Leake tells the Court that in December 2006, the Debtors
paid Rodman & Renshaw $3,000,000 in commission and warrants to
purchase 360 shares of the Debtor's common stock, from the
proceeds of a 2006 transaction.  The Debtors also paid Rodman &
Renshaw $703,000 as compensation for a "capital raise"
transaction in August 2007.

Thomas G. Pinou, chief financial officer of Rodman & Renshaw,
assures the Court that his firm is a "disinterested person," as
that phrase is defined in Section 101(14) of the Bankruptcy Code
as modified by Section 1107(b).

The Court held that notwithstanding any provision of the Letter
Agreement, for Rodman & Renshaw to be entitled to a fee for a
transaction with all but five of the Schedule A Parties -- whose
identities had been agreed to between Rodman & Renshaw and the
Debtor -- the transaction must be on a going concern basis.
For the remaining five Schedule A Parties, a fee is earned for a
transaction on either a going concern or non-going concern basis.

The United States Trustee retains all rights to object to Rodman
& Renshaw's interim and final fee applications -- including
expense reimbursement -- on all grounds including but not limited
to the reasonableness standard provided for in Section 330 of the
Bankruptcy Code.

                     About Levitz Furniture

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

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

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

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

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

(Levitz Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LOCHSONG LTD: Moody's Reviews Ratings on Three Note Classes
-----------------------------------------------------------
Moody's Investors Service has placed these notes issued by
LOCHSONG, LTD. on review for possible downgrade:

Class Description: $24,000,000 Class C Floating Rate Deferrable
                   Notes Due 2046

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

Class Description: $27,000,000 Class D Floating Rate Deferrable
                   Notes Due 2046

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

Class Description: $4,500,000 Class E Floating Rate Deferrable
                   Notes Due 2046

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

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


MAGELLAN HEALTH: S&P Lifts Debt Issue Ratings to BBB- from BB
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned recovery ratings of
'1' to Magellan Health Services Inc.'s $150 million senior secured
credit facilities, consisting of a $50 million revolving credit
facility (undrawn as of Sept. 30, 2007) and a $100 million term
loan ($18.75 million outstanding as of Sept. 30, 2007), both due
in August 2008.
     
In connection with the recovery assignments, Magellan's senior
secured debt issue ratings were raised to 'BBB-' from 'BB'.  
Proceeds from the original issuance were used to refinance amounts
outstanding under a pre-existing credit agreement.
      
"These recovery-rating assignments reflect our review of a
simulated default scenario that contemplates a payment default
resulting from financial pressure due to a decline in cash flow
caused by adverse business development attributed to customer
loss, cost spikes, provider network disruption, or acquisition-
oriented impairment charges," said Standard & Poor's credit
analyst Joseph Marinucci.  "Under such a scenario, Magellan would
likely suffer from margin pressures and eventual member
attrition."


MARLIN LEMPKE: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Marlin J. Lempke
         Mary B. Lempke
         16409 Crestfield Drive
         Omaha, NE 68136

Bankruptcy Case No.: 07-82347

Chapter 11 Petition Date: November 16, 2007

Court: District of Nebraska (Omaha)

Judge: Thomas L. Saladino

Debtors' Counsel: Kathryn J. Derr, Esq.
                  Derr & Howell, PCLLO
                  11205 Wright Circle, Suite 210
                  Omaha, NE 68144
                  Tel: (402) 933-0070
                  Fax: (402) 933-0707

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Doris Kopecky                    Business Investment   $1,500,000
Steve Hansen
10221 Woodridge Lane
Omaha, NE 68124

Citizens National Bank                                 $2,000,000
Nadine Hagedorn                                          Secured:
P.O. Box 490                                             $700,000
Wisner, NE 68791                                       Unsecured:
Tel: (402) 529-3291                                    $1,300,000

Genius Products                  Contract Obligation   $1,200,000
Sara Wagner
550 West C Street
Suite 1400
San Diego, CA 92101

U.S. Bank                        Business Loan           $535,000
Craig A. Knickrehm
525 North 132nd Street
Omaha, NE 68164
Tel: (402) 330-6300

Doug Larson                      Business Loan           $545,900
Kirk B. Braumbaugh                                       Secured:
16305 Elm Street                                         $145,900
Omaha, NE 68144                                        Unsecured:
Tel: 554-4400                                            $400,000

Wells Fargo MJ                   Business Debt            $58,900

MBNA AAA MJ                      Business Debt            $23,000

MBNA Visa MB                     Business Debt            $21,300

Chase MJ                         Business Debt            $21,000

Bland & Associates                                           $508


MCMORAN EXPLORATION: Completes $300 Mil. Sale of Senior Notes
-------------------------------------------------------------
McMoRan Exploration Co. has completed the sale of $300 million of
11.875% senior notes due 2014.  This offering generated net
proceeds of approximately $292 million.

McMoRan used the proceeds from this offering together with
borrowings under an existing bank credit facility to fully repay
the remaining $350 million balance on the bridge facility used to
acquire the Gulf of Mexico shelf oil and gas properties of
Newfield Exploration Company.

"Our recent equity and debt financings enabled us to repay the
bridge financing used in connection with the Newfield acquisition,
providing us with a long-term capital structure to pursue
aggressively our exciting opportunities," James R. Moffett and
Richard C. Adkerson, McMoRan's Co-Chairmen, said.

"We are pleased with the receptivity of investors to our company's
assets and business strategy," Mssrs. Moffett and Adkerson said.  
"We will continue to seek opportunities to build asset values
through our focused exploration and exploitation activities and
our potential offshore LNG project."

The pro forma capitalization after giving effect to the recent
equity and debt offerings (in millions):

   a) Cash
      Sept. 30, 2007: $16 million
      Pro Forma for Offerings: $21 million

   b) Revolving Bank Credit Facility(1)
      Sept. 30, 2007: $313 million
      Pro Forma for Offerings: $368 million

   c) Bridge Loan Facility   
      Sept. 30, 2007: 800
      Pro Forma for Offerings: -

   d) 11.875% Senior Notes Due 2014
      Sept. 30, 2007: -
      Pro Forma for Offerings: 300

   e) Other
      Sept. 30, 2007: 19
      Pro Forma for Offerings: 19

   f) Sub-Total
      Sept. 30, 2007: 1,132
      Pro Forma for Offerings: 687

   g) 6% Convertible Senior Notes due 2008(2)   
      Sept. 30, 2007: 101
      Pro Forma for Offerings: 101

   h) 5-1/4% Convertible Senior Notes Due 2011(3)  
      Sept. 30, 2007: 115
      Pro Forma for Offerings: 115

   i) Convertible Sub-Total   
      Sept. 30, 2007: 216
      Pro Forma for Offerings: 216

   j) Total Debt
      Sept. 30, 2007: $1,348 billion
      Pro Forma for Offerings: $902 million

   (1) Interest on the $700 million revolving bank credit
       facility currently accrues at LIBOR plus 2.25 percent
       and is subject to increases or decreases based on usage
       as a percentage of the borrowing base.  Pro forma
       availability, after outstanding letters of credit of
       $100 million, was $232 million at Sept. 30, 2007.


   (2) Convertible into 7.1 million common shares ($14.25
       conversion price).

   (3) Convertible into 6.9 million common shares ($16.575
       conversion price).

McMoRan also completed $468 million in equity financings in
November 2007 through the sale of 16.9 million shares of common
stock at $12.40 per share and 2.59 million shares of 6-3/4%
mandatory convertible preferred stock at $100.00 per share.  Net
proceeds of approximately $450 million were used to repay
borrowings under the bridge facility.

After giving effect to these equity offerings, McMoRan has
approximately 51.6 million shares of common stock outstanding and
approximately 85.5 million to 89 million shares assuming
conversion of McMoRan's newly issued mandatory convertible
preferred stock, outstanding convertible notes and warrants.

                   About McMoran Exploration

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

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

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

                          *     *     *

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


MIRANT CORP: To Return $4.6 Billion in Excess Cash to Stockholders
------------------------------------------------------------------
Mirant Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that it will return to its
stockholders a total of $4,600,000,000 in excess cash pursuant to  
its November 9, 2007 accelerated share repurchase agreement with
J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank,
National Association, London Branch.

According to Thomas Legro, Mirant's senior vice president and
controller, the first stage of the program will consist of the
ASR for $1,000,000,000, together with open market purchases for
up to an additional $1,000,000,000.

Under the terms of the ASR, Mirant will purchase 26,659,557
shares of its outstanding common stock from JPMorgan, for a total
of $1,000,000,000 on November 13, 2007, based on the closing
price of the common stock as of November 9.  The ASR also
provides that the final price of shares repurchased will be
determined based on a discount to the volume weighted average
trading price of Mirant's common stock over a period not to
exceed six months.

Depending on the final price and number of shares being
repurchased, Mr. Legro states, JPMorgan may deliver additional
shares to Mirant at the completion of the transaction, or Mirant
may deliver to JPMorgan either cash or shares that were
previously delivered under the ASR.

Mirant's payment of $1,000,000,000 to JPMorgan on November 13
will be funded from available cash, and, because Mirant will pay
for the shares in full, the shares to be delivered to Mirant on
that date will be deemed repurchased on that date.

"Mirant expects that JPMorgan will purchase shares of Mirant
common stock from time to time in the open market in connection
with the ASR and may also sell shares in the open market from
time to time," Mr. Legro says.

Mirant clarified that it will not sell itself, but will only
return $4,600,000,000 of its excess cash to shareholders,
Bloomberg News reports.

According to the paper, the value of Mirant shares plunged 11%
following the Company's announcement.

"Some people bought the stock thinking there could be somebody
bidding a 10 percent or 15 percent premium, and that's not the
scenario anymore," said Andreas Schneller, who manages
$200,000,000 at EIC Partners AG in Zurich and sold his Mirant
shares earlier this year.  "Now they're stuck with this share
buyback and there's no longer a trigger for the shares to go
higher."

Mirant "amassed more than $6,000,000,000 in cash" after selling
certain U.S. plants and assets in the Caribbean and the
Philippines, Messrs. Chang and Polson said in a statement.

                    About  Mirant Corporation

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtors in their
successful restructuring.  When the Debtors filed for protection
from their creditors, they listed $20,574,000,000 in assets and
$11,401,000,000 in debts.  The Debtors emerged from bankruptcy on
Jan. 3, 2006.  On March 7, 2007, the Court entered a final decree
closing 46 Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on Oct. 2,
2007.  (Mirant Bankruptcy News, Issue No. 133; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


MIRANT CORP: Buyback Program Cues S&P to Hold 'B+' Rating
---------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B+' corporate
credit rating on Mirant Corp. and its subsidiaries Mirant North
America LLC and Mirant Americas Generating LLC, and removed the
ratings from CreditWatch with negative implications.  Standard &
Poor's placed the ratings on CreditWatch on July 11, 2006.  The
current outlook is stable.
     
The rating actions reflect Atlanta, Georgia-based Mirant's
announcement that it will return $4.6 billion in cash on the
balance sheet to shareholders through a stock buyback program and
retain the remaining cash balance in the business to fund capital
expenditures and maintain strong liquidity.
     
S&P also retained the '1' recovery rating on MNA's $700 million
senior secured term loan B facility and $800 million revolver, but
raised the issue ratings on these credit facilities to 'BB' from
'BB-', consistent with the revised recovery notching criteria that
S&P initiated in June 2007.  Under this revised methodology,
secured debt with a '1' recovery rating is notched up two times
from the corporate credit rating.  S&P also affirmed the 'B-'
rating on MNA $850 million in unsecured notes.  In addition, S&P
affirmed the 'B-' rating on MAG's senior unsecured debt.
     
S&P also affirmed the 'BB' rating and '1' recovery score on Mirant
Mid-Atlantic LLC's pass-through certificates, and removed the debt
ratings from CreditWatch Negative.  The outlook on MIRMA debt is
stable.
     
The outlook on Mirant is stable.  The stable outlook reflects
prospects for relatively stable cash flow generation in the near
term.  S&P base this conclusion on the company's large base load
generation position and the large amount of fuel and generation
that are hedged over the next several years.  Also contributing to
a stable outlook is the now-resolved litigation that had remained
after Mirant emerged from bankruptcy -- specifically the
settlement with Potomac Electric Power Co. -- and the completed
large-asset-sale program.  Liquidity is ample to support
operations and fund the large capital-expenditure program at
MIRMA, as well.
      
"We could raise the rating on Mirant if financial metrics improve,
as long as current operations are maintained and the MIRMA
capital-expenditure program goes as planned," said Standard &
Poor's credit analyst Terry A. Pratt.  "The rating could be
pressured if Mirant reduces liquidity through additional buybacks
or environmental compliance requirements arise that could reduce
generation or increase costs at key coal-fired base load units,"
he continued.


MOBIUS ENTERTAINMENT: Defaults on $12.65 Million State Loan
-----------------------------------------------------------
Mobius Entertainment/Bordertown Productions Inc., producers of the
"Bordertown" film, defaulted on a $12.65 million state loan
approved on June 28, 2005, due to a pending lawsuit, the
Associated Press reports.

Although the state loan matures on Nov. 14, 2008, Charles Wollman,
state Investment Council spokesman, says that Mobius/Bordertown's
case at Los Angeles Superior Court involving Gregory Nava's fees
as "Bordertown" film's director was a violation to the terms of
agreement, AP relates.

As a result, the state will charge Mobius/Bordertown a prime
interest plus 5%, or about 12.5%, AP says.  The Council plans to
discuss the matter with Comerica Bank in Los Angeles, senior
lender of the production, AP relates, citing Mr. Wollman.

This is not the first state loan default of the "Bordertown"
producers since they also defaulted in a state loan in March 2006
and paid back more than $2.6 million, AP notes.

Mobius Entertainment/Bordertown Productions Inc. produces films.  
Its "Bordertown" film stars Jennifer Lopez, Martin Sheen and
Antonio Banderas, depicts a massacre in Juarez, Mexico.


MONEYGRAM INT'L: Moody's Lowers Issuer Rating to Ba1 from Baa3  
--------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured issuer
rating of MoneyGram International to Ba1 from Baa3, has assigned a
Ba1 corporate family rating to the company, and has placed these
ratings on review for further possible downgrade.

The downgrade reflects the company's exposure to subprime
securities, including CDOs, within its investment portfolio, and
the risk the company may have to take additional mark downs to its
investment portfolio that may create certain challenges.  The
company is required by state regulation and client contracts to
maintain at least one to one coverage of its payment service
obligations with assets that include these investments.  The
downgrade considers the recent continued deterioration of the
traded Asset Backed Index as well as further deterioration in the
already weak outlook for the residential housing market.

As of the third quarter ended September 30, 2007, MGI marked down
subprime mortgage backed and CDO securities within its investment
portfolio by $230 million.  As a result, the company drew down the
remaining $200 million of its $350 million revolving credit
facility in order to supplement its unrestricted assets.  At
September 30, 2007, the company had $286 million in unrestricted
assets, compared to the larger fair value of it direct subprime
investments ($336 million) and CDO investments with indirect sub-
prime exposure ($501 million).  In addition, the company had $1.6
billion of residential mortgage backed securities other than
subprime, whose value is also exposed to current weaknesses within
the U.S. mortgage sector.

The review for possible downgrade will continue to focus on the
company's prospects to withstand further potential unrealized
losses or writedowns of subprime and CDO securities within its
investment portfolio, the financial flexibility provided by its
internal and external liquidity sources, and the potential outcome
of the strategic review of its Payment Services business,
announced on October 17, 2007, for which the company has retained
the consultation of JP Morgan.

Ratings downgraded and placed under review for further possible
downgrade:

  -- Senior unsecured Issuer rating downgraded to Ba1 from Baa3

  -- Rating assigned and placed under review for further
     possible downgrade:

  -- Corporate Family Rating Ba1

Located in Minneapolis, Minnesota, MoneyGram International is a
transaction processor of official check, money order, and money
transfer services.


MORGAN STANLEY: S&P Affirms 'B-' Rating on $3 Million Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' rating on the
$3 million class A-13 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 and removed it from CreditWatch, where it
was placed with negative implications on July 3, 2007.
     
The rating action reflects the Nov. 15, 2007, affirmation of the
ratings on Virgin Media Inc. and related entities and their
removal from CreditWatch negative.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit-linked note transaction.  The rating on
each class of notes is based on the lowest of (i) the ratings on
the respective reference obligations for each class (with respect
to class A-13, the senior notes issued by Virgin Media Finance PLC
{'B-'}, a subsidiary of VMI); (ii) the rating on the guarantor of
the counterparty to the credit default swap, the interest rate
swap, and the contingent forward agreement (in each instance,
Morgan Stanley {'AA-'}); and (iii) the rating on the underlying
securities, BA Master Credit Card Trust II's class A certificates
from series 2001-B due 2013
('AAA').


MOVIE GALLERY: Won't be Able to File Plan Before November 27
------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates have not met their
goal of submitting a Chapter 11 Plan to the U.S. Bankruptcy Court
in Richmond, Virginia, by the mid-November 2007 deadline.

Earlier, the Debtors, in their restructuring term sheet filed on
the date of bankruptcy, set Nov. 15, 2007 as the deadline to file
its Plan, Disclosure Statement, and all related solicitation
materials.

Meaghan Repko, spokeswoman for Movie Gallery, said, the Plan will
not be filed before November 27, and the company does not expect
to exit bankruptcy protection before the second quarter of 2008,
reports The Associated Press.

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty         
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.  

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Delays Form 10-Q Filing for Qtr. Ended Sept. 30
--------------------------------------------------------------
Thomas D. Johnson, Jr., chief financial officer of Movie Gallery,
Inc. and its debtor-affiliates, inform the U.S. Securities and
Exchange Commission that the Debtors could not make the filing of
its Form 10-Q for the quarter ended Sept. 30, 2007, without
unreasonable effort or expense due to:

   * the competing demands related to its Chapter 11 filing;

   * asset impairment evaluations currently being conducted in
     light of the bankruptcy filing and the Debtors' decision to
     close over 500 stores; and

   * the previously announced review by the Debtors' external
     auditors, Ernst & Young LLP, of its valuation allowance
     against its deferred tax assets at the end of fiscal 2005.

Mr. Johnson says they are anticipating that "significant change in
results of operations from the corresponding period for the last
fiscal year" will be reflected by the earnings statements to be
included in the quarter report.

Specifically, he says, for the 39 weeks ended Sept. 30, 2007,
the Debtors expect to report total revenue of $1.79 billion,
compared to revenue for the 39 weeks ended Oct. 1, 2006, of
$1.88 billion.  Consolidated same-store sales for the 39 weeks
ended September 30, decreased 3.3% due to a 9.5% decrease in
same-store rental revenue, offset by a 23.8% increase in same-
store product revenue.

Moreover, for the 13 weeks ended Sept. 30, 2007, the Debtors
expect to report total revenue of $577.1 million, compared to
revenue for the 13 weeks ended Oct. 1, 2006, of $583 million.  
Consolidated same-stores sales for the 13 weeks ended September
30, increased 1.3% due to a 41.6% increase in same-store product
revenue, offset by an 8.1% decrease in same-store rental revenue,
Mr. Johnson says.

Because the results of the Debtors' asset impairment evaluations
and review of its valuation allowance against its deferred tax
asset at the end of fiscal 2005 may affect the Debtors' gross
profit, operating loss and net loss for the 13 and 39 weeks ended
Sept. 30, 2007, the company is unable to make a reasonable
estimate of gross profit, operating loss and net loss at this
time, Mr. Johnson adds.

However, the company expects gross profit to be lower and
operating loss and net loss to be greater for the 13 and 39 weeks
ended Sept. 30, 2007, as compared to the 13 and 39 ended
Oct. 1, 2006, he says.

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty         
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.  

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Court Gives Final Okay to $150MM Goldman Sachs Loan
------------------------------------------------------------------
The Honorable Douglas O. Tice, Jr. issued a final order approving
the Movie Gallery, Inc. and its debtor-affiliates' $150,000,000
DIP credit facility arranged by Goldman Sachs Credit Partners L.P.

The DIP financing and cash generated from daily operations will
be used to continue to pay vendors and employees, as well as
provide operational and financial stability as the Debtors
proceed with their financial restructuring.  The Debtors are in
compliance with all of the terms and conditions of the DIP credit
agreement.

"We are pleased to have received final Court approval of our DIP
credit facility agreement," said Joe Malugen, Movie Gallery's
chairman, president and chief executive officer.  "Our DIP
financing allows us to continue providing customers with high-
quality entertainment and outstanding service while honoring our
obligations to vendors and employees.  We are also pleased that
we received the Court's approval to honor obligations under
our restructuring agreement with Sopris.  We are confident that
Sopris' support and the approval of our DIP financing will
significantly accelerate Movie Gallery's emergence from
bankruptcy protection."

Prior to the Court's ruling, Goldman Sachs filed with the Court
an 81-page statement in support to the Debtors' DIP financing
request.  Wells Fargo Bank, N.A., the second lien administrative
and collateral agent, joined Goldman Sachs in supporting the
Debtors.

The Court held that the Collateral:

   -- will not include avoidance actions under Chapter 5 of the
      Bankruptcy Code; and

   -- will not include any of the Debtors' leasehold interest if
      by its terms, the leasehold:

         (a) prohibits or otherwise restricts the grant of a
             security interest by the Debtors without the consent
             of the lessor or other party-in-interest to the
             lease or lease-related documents; and

         (b) does not deem the lessor or the other party-in-
             interest to have unconditionally consented to the
             grant of a security interest in the leasehold, where
             the collateral will include any proceeds of the
             Debtors' lease interest, and not the leases
             themselves, in the event of the Debtors' proposed
             leasehold interest assumption and assignment.

With respect to any sale involving assets located in certain
Texas ad valorem jurisdictions if the Texas jurisdictions have
claims secured by perfected and non-avoidable liens, the portion
of any sale proceeds attributable to the claims will be either,
at Debtors' election, (i) immediately paid by the Debtors, or
(ii) set aside and deemed segregated by the Debtors for
distribution only upon a Court-approved agreement with the Texas
Jurisdictions.

With respect to remedies upon occurrence of event of default,
the Court allows the Debtors and any other parties-in-interest to
seek within the five business day notice period an expedited
hearing before the Court solely for the purpose of considering
whether, in fact, an event of default has occurred and is
continuing.  At the expiration of the five business day period,
in the absence of a Court's determination with respect to the
occurrence of a default, the DIP lenders will be entitled to
pursue all of their rights and remedies.

Judge Tice further ordered that the entire duration of the
collateral access period -- where the DIP lenders obtain the
right to enter and vacate the Debtors' leased premises upon
written confirmation -- will not impair the rights of any party
under Section 365(d)(4) of the Bankruptcy Code.

In the event that the Debtors or any party on their behalf fail
to perform collateral access period obligations accordingly, the
DIP lenders will be responsible for:

   * the performance and payment of any rental charges incurred
     to be calculated on a per diem basis, and in accordance
     with the terms of the Lease during the Period;

   * the performance of other obligations, including but not
     limited to any indemnification, insurance or repair
     obligations of the Debtors; and

   * the payment of any sales and use taxes arising under
     applicable law as a consequence of DIP lenders' activities
     upon the leased premises.

To the extent required under the Lease, the DIP Lenders, their
agents or any party entering the premises other than the Debtors
must provide the lessor or other party-in-interest with an
insurance certificate, which lists the lessor as an additional
named insured or co-insured under the personal injury and
property damage coverage.

As adequate protection for, and solely to the extent of, any
diminution in value of Existing Lenders' interest in the Existing
Collateral resulting from (i) the priming of their liens upon and
security interests in the Existing Collateral by the liens and
security interests granted to DIP Lenders to secure the
Obligations, (ii) the use of cash collateral, (iii) the use,
sale, lease, depreciation or other diminution in value of the
Existing Collateral, and (iv) the imposition of the automatic
stay, but subject in all cases to the Carve-Out:

   (a) The repayment of the Existing Revolver Indebtedness as
       authorized and directed by the Interim DIP Order, and
       which has occurred, is ratified and confirmed;

   (b) Existing First Lien Loan Parties are granted super-
       priority administrative claims that are subordinated in
       right to the Super-Priority Claims granted to DIP Lenders
       with respect to the Obligations.  Existing Second Lien
       Loan Parties are granted super-priority administrative
       claims that are subordinated in right, to the Super-
       Priority Claims granted to DIP Lenders with respect to the
       Obligations and to the super-priority administrative
       claims granted to Existing First Lien Loan Parties as
       provided.  However, to the extent that any distribution to
       an Existing Lender on account of the super-priority
       administrative claims granted consists of proceeds of
       avoidance actions under Chapter 5 of the Bankruptcy Code,
       the portion of the distribution attributable to the
       avoidance action proceeds will be shared pro rata with all
       holders of allowed administrative expense claims,
       including any administrative expense claims of the
       Existing Lenders.

   (c) Existing First Lien Loan Parties are granted valid,
       perfected, enforceable and non-avoidable liens upon and
       security interests in the Collateral junior to the first
       priority liens and security interests in the Collateral
       granted to DIP Lenders under the Final DIP Order.

   (d) Existing First Lien Loan Parties, including the Existing
       Revolver Parties but only to the extent of any claims
       under the Existing First Lien Credit Documents that
       continue following the repayment of the Existing Revolver
       Indebtedness in accordance with the Interim DIP Order and
       the Final DIP Order, are granted valid, perfected,
       enforceable and non-avoidable liens upon and security
       interests in the Collateral junior to the second priority
       liens and security interests in the Collateral granted to
       DIP Lenders under the Final DIP Order.

Judge Tice further ordered that within 10 days after the entry of
the Final DIP Order, the DIP lenders and the Debtors must amend
the DIP Credit Agreement, evidenced by writing signed by the
administrative agent and the Debtors to:

   -- delete Section 3.2(b), which contains a credit rating
      requirement; and

   -- modify Section 8.1(l)(iv) to read as "granting any other
      relief that is materially adverse to Administrative
      Agent's, Syndication Agent's, Collateral Agent's or
      Lenders' interests under any Credit Document or their
      rights and remedies [sic] or their interest in the  
      Collateral, provided that . . . if [the] relief was sought
      by parties other than Credit Parties, any of the
      Administrative Agent, Syndication Agent or Collateral
      Agent or any Lender [will] have requested in writing that
      Credit Parties oppose the motion and Credit Parties shall
      have failed to do so."

Upon any liquidation of the Collateral following a Carve-Out
Trigger Notice, net liquidation proceeds will be set aside in a
reserve account to fund the Carve-Out.

Fees and expenses incurred by the Committee (a) in investigating,
but not commencing or pursuing, potential claims, actions or
proceedings against the Existing Lenders and (b) in investigating
and pursuing claims, actions or proceedings relating to
valuation, may be paid by Debtors from the proceeds of any Loans
or Cash Collateral or the Professional Fee Carve-Out, but any
additional fees and expenses incurred by the Committee will be
subject to prohibition.

No recovery obtained in connection with any claim, action or
proceeding brought against an Existing Lender will be subject to
any of the adequate protection liens or super-priority
administrative claims granted to the Existing Lender pursuant to
any provision of the Final DIP Order without further Court order.

All objections to the entry of the Final DIP Order are resolved
or, to the extent not resolved, are overruled.

These landlords have withdrawn their objections to the Debtors'
DIP financing request based on certain Agreements reached with
the Debtors:
   
   * M & L Investment Properties, LLC;
   * Realty Income Corporation, et al.;
   * The Strip Delaware LLC;
   * Aronov Realty Management, et al.,
   * Carnegie Management and Development Corporation;
   * McLaren Investments, LLC;
   * GE Commercial Finance Business Property Corporation;
   * D.G. Development Properties, Inc., et al.;
   * Inland Commercial Property Management, Inc., et al; and
   * The Macerich Company, et al.

A full-text copy of the Final DIP Order is available for free at:

             http://researcharchives.com/t/s?257f

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty         
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.  

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' spokeswoman Meaghan Repko said that the Plan will not
be filed before November 27, and the company does not expect to
exit bankruptcy protection before the second quarter of 2008.


MTI TECHNOLOGY: Gets Final OK to Use DIP Funds and Cash Collateral
------------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California gave M.T.I Technology Corporation
authority, on a final basis, to borrow up to $5,000,000 in
pospetition financing from Zinc Holdings LLC.

The financing was part of an asset purchase agreement the Debtor
signed with Zinc on Oct. 15, 2007, which provides for the sale of
the Debtor's European companies.

Under that purchase agreement, Zinc offered $5.5 million in
cash plus assumption of certain limited obligations for all of
the Debtor's interest in the European companies.

The facility will mature on the earliest of:

   a) Dec. 21, 2007;

   b) the effective date of any plan of reorganization the
      Debtor may file; and

   c) the date of consummation of any sale.

The Debtor will use the funds to finance working capital needs and
capital expenditures and for other general corporate purposes.

As adequate protection, the Debtor granted Zinc perfected security
interests and liens in and on all of the Debtor's assets,
including, without limitation all property constituting cash
collateral, senior in priority to the prepetition liens and also
senior in priority to all other security interests and liens,
other than the liens and collateral of Well Fargo Bank, National
Association.

                      Cash Collateral Access

The Debtor is also authorized, on a final basis, to access the
cash collateral subject to prepetition security interests in favor
of The Canopy Group Inc. and Wells Fargo through the termination
date of the DIP financing.

Canopy holds a $5,190,546 secured claim against the Debtor as of
Oct. 9, 2007, while Wells Fargo holds a $1,711,670 secured claim
against the Debtor as of Oct. 10, 2007.

The prepetition lenders are granted perfected postpetition
security interests in and liens on their collateral.

Wells Fargo agrees to act as agent and bailee for the purposes of
perfecting the liens of Zinc and Canopy.

                      About MTI Technology

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

The company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.  
Omni Management Group LLC serve as the Debtor's claim, noticing
and balloting agent.  No Official Committee of Unsecured Creditors
has been appointed in this case to date.  As of July 7, 2007,
the Debtor had total assets of $64,002,000 and total debts of
$58,840,000.


NATURADE INC: President and CEO Richard Munro Resigns
-----------------------------------------------------
Naturade Inc. has made several management changes, as part of its
emergence from Chapter 11 bankruptcy.  Naturade's president and
CEO, Richard Munro, a bankruptcy and turnaround expert who was
appointed to assist Naturade through the bankruptcy process, has
voluntarily resigned to pursue other business turnaround
opportunities.  

Naturade's chairman, Adam Michelin, will assume the role of CEO
and take control of day-to-day operations.

Rick Robinette, COO, will work alongside Mr. Michelin and will
focus on implementing Naturade's aggressive sales strategies and
supply chain initiatives.

Kelly Clinton was promoted to vice president of sales.  
Ms. Clinton will focus on supporting and expanding the Company's
sales efforts throughout the health and fitness channels.

Other changes to the organization include that Rae Johnson was
promoted to vice president business development and Stacey Zaug
promoted to production manager.

"We truly appreciate the exceptional job performed by Richard
Munro," Mr. Michelin commented.  "He played a crucial role in the
successful turnaround of this company and he will continue to be a
trusted resource in the future.  I look forward to working with
Rick Robinette in his position as COO of the company."

"Rick's optimism and positive outlook are becoming infectious
throughout our organization," Mr. Michelin added.  "Kelli Clinton
has been working closely with Rick and I believe she will make a
smooth transition into the position of vice president of sales.  
Kelli adds a new element of creativity to an already experienced
management team."

                    About Redux Holdings Inc.

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

                      About Naturade Inc.

Based in Brea, California, Naturade Inc. (OTC BB:NRDCE.OB) --
http://www.naturade.com/-- distributes nutraceutical supplements.   
The company filed for chapter 11 protection on Aug. 31, 2006
(Bankr. C.D. Calif. Case No. 06-11493).  Richard H. Golubow, Esq.,
Robert E. Opera, Esq. and Sean A. O'Keefe, Esq., at Winthrop
Couchot P.C., in Newport Beach, California, represent the Debtor.   
When the Debtor filed for protection from its creditors, it listed
assets of $10,255,402 and debts of $18,427,161.  The Court
confirmed the Debtor's Chapter 11 Plan on March 9, 2007.


NEAH POWER: Completes $500,000 Convertible Debenture Offering
-------------------------------------------------------------
Neah Power Systems Inc. has completed a private placement of a
convertible secured promissory note to institutional investor EPD
Investment Co. LLC.  The $500,000 unrestricted gross proceeds from
the offering will help fund further progress in moving Neah
Power's silicon-based fuel cell prototype toward a marketable
product for the military and mobile life applications.

"We are delighted to be making this investment in Neah Power to
assist management in its efforts to bring the company's commercial
product to fruition and capitalize on its tremendous market
potential," Jerrold Pressman, chairman of EPD, said.

"We welcome the support and confidence EPD has shown Neah Power,"
Daniel Rosen, executive chairman of Neah Power said.  "This
funding will aid our efforts to drive our prototype to
commercialization""

The note, due Jan. 1, 2009, carries an equity fee plus interest of
10% and is convertible into shares of common stock at $0.29 per
share.

                        About Neah Power

Headquartered in Bothell, Washington, Neah Power Systems Inc. (OTC
BB: NPWS) -- http://www.neahpower.com/-- is a developer of fuel  
cells for military applications, notebook computers and portable
electronic devices.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 31, 2007,
Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about Neah Power Systems Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
experienced recurring losses from operations.


NELLSON NUTRACEUTICAL: Examiner Says Ch. 11 Trustee Not Necessary
-----------------------------------------------------------------
Michael Luskin, Esq., as Examiner in the bankruptcy cases of
Nellson Nutraceutical Inc. and its debtor-affiliates, filed a
report on Nov. 15, 2007, with the United States Bankruptcy Court
for the District of Delaware after conducting "an extensive
investigation into the facts surrounding the communications
between the Debtors and the Official Committee of Unsecured
Creditors".

The Examiner concludes that the Debtors' management did not breach
their fiduciary duties to the bankruptcy estate and the creditor
body.  The Examiner added that the management's actions do not
constitute reason to refer the matter to the United States
Attorney for further investigation.

The Examiner also concludes that the appointment of a chapter 11
trustee in this case is not necessary since sufficient procedures
already exist to prevent impermissible interference with the
proper administration of bankruptcy estates.

The Examiner told the Court that it is aware of the concerns of
the U.S. Trustee about the possible vulnerability of Committee to
pressure by Debtors against whom they have prepetition claims and
with whom they have ongoing business.  The Examiner also agrees
with the U.S. Trustee that this conflict is "inherent" in the
process.

However, in the Examiner's view, there are sufficient safeguards
already in place to ensure that the conflict is not disabling and
that it is not improperly exploited.

              Events Leading to Examiner Appointment

During negotiations to satisfy Nellson's debts, a dispute arose
with the Debtors' secured creditors over the appropriate valuation
of the company.  The dispute came to a head during a 23-day trial
sometime between September and December 2006 to determine the
enterprise value of the Debtors.

In mid-September, members of the Debtors' senior management team
testified as to, among other things, the Debtors' operations and
the creation of various long-range plans.

The Debtors' counsel questioned them on direct examination, and
counsel for UBS AG, the administrative agent for the secured
creditors, and the Committee cross-examined them.

During the week of Oct. 2, 2006, following the conclusion of the
live testimony phase of the Valuation Litigation, the Debtors'
management team contacted the Committee informing that Nellson
will terminate its supply relationships with them.

Concerns of the United States Trustee over the propriety and
legality of this contact, as well as certain alleged "dishonest
and incompetent conduct" of the Debtors' management, caused the
U.S. Trustee to request an order to appoint a chapter 11 trustee
on Oct. 10, 2006.

The U.S. Trustee alleged that the Debtors were "trying to compel
the Committee to either (1) resign . . . or (2) breach their
fiduciary duties to creditors".

As a result, the Court approved the appointment of an examiner on
Nov. 30, 2006, and on Jan. 11, 2007, the U.S. Trustee appointed
Mr. Luskin as examiner.

The Examiner was directed to:

   (a) investigate the allegations made by the U.S. Trustee,
       including an investigation of discussions between Nellson
       and the Committee during the Valuation Litigation regarding
       their ongoing and future business relationships;

   (b) determine whether any protocol should be established in
       order to protect the proper administration of the
       bankruptcy process; and

   (c) otherwise perform the duties of an examiner as set forth in
       Sections 1106(a)(3) and 1106(a)(4) of the Bankruptcy Code.

                   About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.


NEUMANN HOMES: Section 341(a) Meeting Scheduled for December 20
---------------------------------------------------------------
William T. Neary, United States Trustee for Region 11, will
convene a meeting of creditors of Neumann Homes, Inc., and its
affiliates on December 20, 2007, 1:30 p.m., at Room 3330, 227 W.
Monroe Street, in Chicago, Illinois.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are required
to attend and bring an ID picture and proof of their Social
Security Number.  

This Meeting of Creditors offers an opportunity for creditors to
question a responsible office of the Debtor under oath about the
company's financial affairs and operations that would be of
interest to the general body of creditors.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential    
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


NEUMANN HOMES: Has Until Dec. 17 to File Schedules & Statements
---------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates obtained authority
from the United States Bankruptcy Court for the Northern District
of Illinois to establish Dec. 17, 2007, as the date within which
they may file their schedules of assets and liabilities and
statements of financial affairs.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
pursuant to Section 521 of the Bankruptcy Code and Rule 1007
of the Federal Rules of Bankruptcy Procedure, a Debtors were
required, within 15 days from the date of the filing of the
petition, to file with the court a schedule of assets and
liabilities; a statement of financial affairs; a schedule of
current income and expenditures; and a statement of executory
contracts and unexpired leases.

George N. Panagakis, Esq, at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, told the Court that the Debtors have
numerous creditors and have not yet finalized the process of
gathering the necessary information to prepare and file their
Schedules and Statements.

Mr. Panagakis said that although the Debtors already commenced
the task of gathering the information, the 15-day period will
not be sufficient to permit completion of the Schedules and
Statements.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential    
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


NEW YORK RACING: Hearing on Exclusivity Periods Moved to Dec. 12
----------------------------------------------------------------
The Honorable James M. Peck of the United States Bankruptcy
Court for the Southern District of New York continued the hearing
to consider extension of The New York Racing Association Inc.'s
exclusivity periods to Dec. 12, 2007, 10:00 a.m., at Courtroom
601.

As reported in the Troubled Company Reporter on Oct. 29, 2007, the
Debtor sought further extension of its exclusive periods to:

   a. file a Chapter 11 plan until March 14, 2008; and
   b. solicit acceptances of that plan until May 13, 2008.

The Debtor's exclusive period to file a plan expired on Nov. 15,
2007.

The Debtor said it needs more time to continue to work on a
settlement with the State of New York, the result of which is
crucial to the confirmation of its Chapter 11 Plan of
Reorganization dated Oct. 23, 2007.

On Sept. 4, 2007, after a negotiation and execution of a
memorandum of understanding, New York State Governor Eliot Spitzer
recommended to the New York State Legislature that the Debtor be
awarded a franchise to operate racing for an additional 30 years.  
Legislative approval of Governor Spitzer's recommendation remains
pending to date.  

The Debtor avers that with its Plan and Disclosure Statement on
file and with the ongoing negotiations and documentation,
termination of its exclusivity periods could destroy the
substantial progress made in its chapter 11 case and would
discourage all parties from maintaining a dialogue to continue to
resolve any remaining issues.

The Plan, as reported in the Troubled Company Reporter on Oct. 29,
2007, proposes, among others, a 100% recovery for holders of
General Unsecured Claims.  The hearing to consider the adequacy of
the Disclosure Statement explaining that Plan has been scheduled
for Nov. 20, 2007.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in     
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N.
Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NEW YORK RACING: Plainfield Balks at Exclusive Period Extension
---------------------------------------------------------------
Plainfield Special Situations Master Fund Limited filed asks the
United States Bankruptcy Court for the Southern District of New
York to deny The New York Racing Association Inc.'s request to
further extend the exclusive periods to file a Chapter 11 Plan and
the right to solicit acceptances of that plan.

Plainfield Special is a private fund managed by Plainfield Assets
Management LLC, who holds a substantial equity stake in Capital
Play Inc., one of four qualified bidders for the Debtor's racing
franchise.

Plainfield Special tells the Court that the Debtor's recently
proposed Chapter 11 Plan dated Oct. 23, 2007, that claims full
creditor recoveries is completely unreal.

Plainfield Special said the feasibility of the Debtor's plan, just
weeks after Governor Eliet Spitzer's recommendation to retain the
Debtor's franchise for an additional 30 years, is entirely
contingent upon the New York Legislature's:

   i) approval of Governor Spitzer's proposal before Dec. 31,
      2007;

  ii) an agreement to appropriate an estimated $25 to $30 million
      additional taxpayer fund to subsidize the Debtor's operating
      expense; and

iii) an agreement to waive over $130 million in existing debt
      owed by the Debtor to the New York State.

The Debtor's expectation that Governor Spitzer's recommendation
will lead to legislative approval is no more than wishful
thinking, according to Plainfield Special.  With less than two
months before the Debtor's franchise expires on Dec. 31, 2007,
the Debtor's Chapter 11 Plan is literally "dead on arrival,"
Plainfield Special points out.

In support to Plainfield Special's objection, State Senator
Majority Leader Joseph Bruno criticized Governor Spitzer's
proposal will not be accepted in its present form.

Plainfield Special discloses that it has a proposed plan that
contemplates, if not full, distribution to the Debtor's non-state
creditors.  Plainfield Special asserts that its proposed plan:

   i) will provide the Debtor funds up to $250 million to permit
      the Debtor to satisfy all of its allowed claims;

  ii) guaranty the State over $1.25 billion in payments and
      capital improvements to the racetrack;

iii) does not require taxpayer bailout to ensure that horseracing
      in New York continues.

A hearing to consider approval of Plainfield Special's request has
been set today at 10:00 a.m.

                       About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in  
Aqueduct, Belmont Park and Saratoga. The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618). Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts. Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent. The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee. When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NICHOLS BROTHERS: Files Chapter 11 Bankruptcy in Washington
-----------------------------------------------------------
Nichols Brothers Boat Builders Inc. filed for chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of Washington on Nov. 16, 2007, The Seattle Times reports.

President Bryan Nichols told the Court that the company failed to
obtain funds for its operations due to a pending lawsuit involving
a $20 million agreement with Hornbeck Offshore Services, Seattle
Times relates.

The company, which trimmed down staff from 250 to 20, plans to
continue cutting jobs in half by December 1, Mr. Nichols says,
according to the report.

Court filings reveal that Nichols Brothers has more than
$1 million in assets and owes at least 200 creditors, Seattle
Times says.

Freeland, Washington-based Nichols Brothers Boat Builders Inc. --
http://www.nicholsboats.com/-- builds steel and aluminum vessels  
since 1964.  It currently owns seven boat-building projects.


NORTHERN ROCK: Changes Board with 2nd Phase of Strategic Review
---------------------------------------------------------------
Northern Rock Plc executed significant changes to its board of
directors to coincide with the start of the second phase of its
strategic review.  The streamlining of the board is intended to
assist a smooth and rapid decision making process around the
strategic review of the company's options.

John Devaney and Simon Laffin have agreed to join the board as
non-executive directors effective upon each of them obtaining
approval from the FSA under its approved persons regime.

Mr. Devaney is the chairman of National Air Traffic Services and
also the chairman of Telent plc (previously Marconi Corporation
Plc).  He is also chairman of BizzEnergy and Tersus Energy Plc.

He was formerly chairman of Exel Plc, MD, chief executive then
chairman of Eastern Electricity and president of Perkins Engines.  
He has also held non-executive directorships
with Midland Bank Plc and British Steel Plc.

Mr. Laffin is an industrial adviser to CVC Capital Partners,  
specialising in retail and consumer services, and was previously
the chief financial officer and property director of Safeway Plc.

Mr. Laffin holds an MA in Economics, Social & Political Sciences
from Cambridge University and is a qualified accountant.

"I am delighted to welcome John Devaney and Simon Laffin to the
board," chairman Bryan Sanderson said.  "I believe they have the
right experience to help Northern Rock through its ongoing
strategic review."

Sir Derek Wanless, Nichola Pease, Adam Fenwick and Rosemary
Radcliffe will retire from the board as non executive directors
with immediate effect.

Sir Ian Gibson and Michael Queen continue to serve as non
executive directors.

"I would like to thank the retiring non executive directors for
their efforts over a number of years and their commitment during
the very difficult circumstances of the last few months," Bryan
Sanderson said.  "Special thanks are due to Rosemary Radcliffe's
contribution during a period of ill-health.  I wish her a speedy
recovery."

Adam Applegarth, chief executive, has tendered his resignation and
it was accepted by the board subject to his continuing as a board
director and chief executive throughout the second phase of the
strategic review process, scheduled for completion no later than
end of January 2008.

"Adam's participation in the next phase of the strategic review is
important, not least due to his extensive knowledge of the
business and his ability to lead the process during this difficult
period," Mr. Sanderson said.

David Baker, Keith Currie and Andy Kuipers are standing down as
Board directors, but remain officers of the company and continue
to have responsibility for their full range of duties.

Dave Jones continues to serve on the board as finance director.

                    About Northern Rock Plc
   
Based in Newcastle-upon-Tyne, England, Northern Rock Plc (LON:NRK)
-- http://www.northernrock.co.uk/-- is a specialized lender whose  
core business is the provision of secured residential lending,
secured commercial lending and unsecured personal finance in the
United Kingdom.  The company obtains funds from both on-shore and
off-shore personal savings, wholesale money markets, covered bonds
and from the securitization of mortgage assets.  Income is also
generated from the sale of third-party insurance products.  
Residential mortgage and retail savings products are distributed
to retail customers through a distribution network, which consists
of 72 branches and mortgage centers, postal, telephone and
Internet operations.  All lending activities are carried out in
the United Kingdom.

                          *     *    *

Fitch placed Northern Rock Plc's individual rating at 'C/D' and
its short term issuer default rating at 'F1' in September 2007.
The outlook is stable.


NUANCE COMMS: Posts $3.4 Mil. Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Nuance Communications Inc. disclosed financial results for the
fourth fiscal quarter ended Sept. 30, 2007.

On a GAAP basis, Nuance recognized a net loss of $3.4 million in
the quarter ended Sept. 30, 2007, compared with a net loss of $7.2
million in the quarter ended Sept. 30, 2006.

Nuance reported revenues of $179.9 million in the quarter ended
Sept. 30, 2007, a 40% increase over revenues of $128.1 million in
the quarter ended Sept. 30, 2006.  

Using a non-GAAP measure, the company reported non-GAAP revenue of
approximately $187.2 million, up 41% from the same period last
year.  Using a non-GAAP measure, Nuance reported non-GAAP net
income of $37.0 million for the period ending Sept. 30, 2007,
compared to non-GAAP net income of $26.3 million in the quarter
ended September 30, 2006.

These GAAP figures exclude revenues lost to purchase accounting in
conjunction with the company's acquisition of BeVocal Inc.,
VoiceSignal Technologies Inc. and Tegic Communications.  The non-
GAAP net income amount excludes non-cash taxes and interest,
amortization of intangible assets, non-cash amortization of stock-
based compensation, and acquisition-related transition and
integration costs and charges.

"Nuance ended 2007 on a particularly high note, delivering robust
performance in several major product areas and producing strong
organic revenue growth," said Paul Ricci, chairman and chief
executive officer of Nuance.  "Our results in the fourth quarter
reflect favorable trends and momentum the company experienced
throughout 2007.  In particular, we have witnessed strong demand
from customers and partners across our diverse speech markets,
improved operational performance through expense discipline and
operating leverage, and enjoyed strategic and operational
synergies from recent acquisitions.  Combined, these factors
delivered results for the quarter and the year above expectations
and positioned Nuance for continued achievement in 2008."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.20 billion in total assets, $1.31 billion in total liabilities,
and $895.8 million in total shareholders' equity.

                   About Nuance Communications

Based in Burlington, Massachusetts, Nuance Communications Inc.
(NASDAQ: NUAN) -- http://www.nuance.com/-- provides speech and  
imaging solutions for businesses and consumers around the world.

                          *     *     *

Nuance Communications still carries Standard & Poor's Ratings
Services 'B+' long term foreign issuer credit and 'B+' long term
local issuer credit ratings, which were placed on March 22, 2007.  
Outlook is positive.


PACIFIC LUMBER: Bank of New York Wants Mediation Procedures Set
---------------------------------------------------------------
The Bank of New York Trust Company, N.A., as Indenture Trustee for
the Timber Notes, asks the U.S. Bankruptcy Court for the Southern
District of Texas to set procedures for the handling of non-public
information that will be used during the mediation process among
The Pacific Lumber Company and its debtor-affiliates and certain
parties-in-interest.

To recall, the Honorable Richard S. Schmidt, at an Oct. 23, 2007
hearing, ordered a mediation of issues in the Debtors' bankruptcy
cases take place within 30 days.  The Court subsequently entered a
written order, on November 1, memorializing its mediation ruling.

The Court also suggested that the representatives of at least two
holders of substantial amounts of Timber Notes should attend the
mediation.

The parties that the Court suggested should participate in the
mediation engage in the trade of securities for others or for
their own account as a regular part of their business, Zack A.
Clement, Esq., at Fulbright and Jaworski L.L.P., in Houston,
Texas, points out.  "Thus, those Timber Noteholders are subject
to federal and state securities laws which restrict their
abilities to trade securities when they possess material non-
public information."

Those parties, and the other Noteholders that might participate
in the mediation, should not be placed in the untenable position
of being restricted indefinitely from trading the Timber Notes or
other securities of the Debtors' based on the non-public
information the Debtors may choose to disclose during the
mediation process, Mr. Clement contends.

An example of non-public information the participating
Noteholders will inevitably encounter during the mediation, Mr.
Clement notes, is the new long-term cash flow projections.  The
Debtors have labeled the "Updated Projections" confidential, even
though they should have been a part of the publicly available
"adequate information" provided in the Debtors' Disclosure
Statement, according to Mr. Clement.

Mr. Clement argues that the Debtors' proposal for disclosing non-
public information following the mediation fails to:

   (a) address this central issue of making important financial
       information public in advance of the mediation; and

   (b) include a "self-cleansing" mechanism for the Participating
       Noteholders to disclose information in the event they find
       that Debtors' disclosures are insufficient.

The parties, Mr. Clement informs the Court, have attempted, but
have been unable to agree on procedures for disclosing material
non-public information used during mediation.

If a meaningful discussion is to occur between the parties, the
Indenture Trustee asserts, the Court should approve uniform
procedures for making public the material, non-public information
that might be revealed in the mediation process.

Thus, the Indenture Trustee proposes these mediation procedures:

   * Any timber noteholder who participates in the Mediation
     Process will enter into a confidentiality agreement with the
     Debtors, agreeing that it will not disclose or share any
     confidential information it receives in the Mediation
     Process prior to the Disclosure Date, except with
     professionals, advisors, and other parties to the Mediation
     Process.

   * All parties and the mediator will be given public mediation
     information on:

     -- the briefs and pleadings, prepared by both parties,
        relating to the plan and extensions of exclusivity;

     -- all of the witness proffers used in the two recent
        exclusivity hearings;

     -- all exhibits admitted in the two exclusivity hearings;

     -- all depositions taken in connection with the two
        exclusivity hearings, including exhibits; and

     -- the Debtors' new 50-year cash flow forecasts, which
        superseded the Project Sequoia and Project Benny
        10-year forecasts provided in June 2007.

   * Prior to mediation, the parties will file a Notice attaching
     as exhibits the (i) table of contents identifying the Public
     Mediation Information and (ii) copies of any of the Public
     Mediation Information not previously publicly filed on the
     docket, redacted to exclude Timber Information if necessary.
     
     The parties acknowledge that the Public Mediation
     Information contains the majority of the material
     information necessary for consideration in the mediation.

   * Within two business days after the conclusion of the
     mediation, the Participating Noteholders will provide to the
     Debtors their lists identifying all of the Restricting
     Information that they received, all of which is to be
     disclosed on the earlier of:

        (i) the date any settlement reached in the mediation is
            publicly announced;

       (ii) the date of the hearing in respect of exclusivity
            issues to be conducted by Judge Schmidt after the
            conclusion of the Mediation Process; or

      (iii) December 15, 2007.

   * No later than the Disclosure Date, the Debtors will file a
     Form 8-K or a pleading in the Court, disclosing the
     Restricting Information.

   * If, within two business days of the Disclosure Date, the
     Restricting Information has not been made public by the
     Debtors, then the Participating Noteholders may file the
     Restricting Information disclosed to them on the docket of
     the bankruptcy court by notice or otherwise in order to
     "cleanse" themselves of the Restricting Information and
     become unrestricted in their ability to trade the Timber
     Notes or any other securities of any of the Debtors or their
     affiliates.

"It is important to the efficiency and success of the mediation
that Timber Noteholders be able to attend and participate," Mr.
Clement maintains.  "Otherwise, the Indenture Trustee will be
forced to go through a burdensome process of consulting with the
Large Noteholder Group to determine whether those holders will
support a particular proposal without being able to disclose all
of the material information."

Chief Bankruptcy Judge Barbara Houser of the United States
Bankruptcy Court for the Northern District of Texas has been
appointed to serve as mediator between the Debtors and parties-
in-interest.

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several     
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007.  The Debtors' exclusive period
to file a chapter 11 plan expired on the same date.  
(Scotia/Pacific Lumber Bankruptcy News, Issue No. 34,
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac Wants Cash Collateral Use Until Feb. 2008
----------------------------------------------------------------
Scotia Pacific LLC asks the Honorable Richard S. Schmidt of the
U.S. Bankruptcy Court for the Southern District of Texas to
approve a second additional budget for the continued use of its
cash collateral, for 13 additional weeks through February 29,
2008.  Scopac has yet to file the Additional Budget.

The Second Additional Budget is necessary for Scopac's continued
operations and will best preserve the value of the creditors'
collateral, Scopac avers.

To recall, the Court previously granted Scopac permission to use
its cash collateral through November 30, 2007, pursuant to
budget.

Kyung S. Lee, Esq., at Diamond McCarthy LLP, in Houston, Texas,
tells the Court that Scopac intends to circulate to the parties
in interest the Additional Budget for period from December 1,
2007 through February 29, 2008, prior to the court hearing on the
Further Cash Collateral Motion.  In the meantime, Scopac wants to
engage in discussions with certain parties to obtain consent for
use of cash collateral under the Second Additional Budget, Ms.
Lee relates.

Scopac is filing the Further Cash Collateral Motion at this time
to ensure that a hearing date will be available before the
expiration of the current cash collateral budget on November 30,
taking into account the mediation sessions scheduled for the last
week of November 2007.

At Scopac's request, the Court has set a hearing today, Nov. 20,
2007, to consider Scopac's request.

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several     
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007.  The Debtors' exclusive period
to file a chapter 11 plan expired on the same date.  
(Scotia/Pacific Lumber Bankruptcy News, Issue No. 34,
http://bankrupt.com/newsstand/or 215/945-7000).


PALM COAST: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Palm Coast Offices, L.L.C.
        7491 North Federal Highway, Suite C5-318
        Boca Raton, FL 33487

Bankruptcy Case No.: 07-05206

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: November 15, 2007

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Mr. Repasky, Esq.
                  4880 Lower Roswell Road, Suite 207
                  Marietta, GA 30068
                  Tel: (770) 912-4016

Total Assets: $1,500,000

Total Debts:  $2,394,252

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Haskell Co.                bank loan; value      $1,400,000
111 Riverside Avenue,          of collateral
Suite 3
Jacsonville, FL 32202

J.W. Macara, Inc.              trade debt            $35,000
111 Riverside Avenue,
Suite 3
Jacksonville, FL 32202

Flagler County Tax Collector   ad valorem taxes      $5,146
P.O. Box 846
Bunnell, FL 32110


PARMALAT SPA: Could Get EUR3.1 Billion from Claims Settlement
-------------------------------------------------------------
With the United States District Court pushing for a resolution,
analysts are forecasting that Parmalat S.p.A. Chief Executive
Officer Enrico Bondi can reap as much as EUR3,100,000,000, or
$4,500,000,000, equivalent to about 75% of Parmalat's market
value, by settling damage claims against Bank of America Corp.,
Citigroup Inc., accountant Grant Thornton LLP and 13 Italian
lenders, Bloomberg News reports.

Parmalat's biggest pending suits are against BofA, Citigroup and
Grant Thornton, where Dr. Bondi is seeking about $10,000,000,000
each.  Parmalat also has 63 "claw-back actions" pending against
certain banks for EUR6,400,000,000, seeking to recover
prepetition payments.

Parmalat counsel Nicola Palmieri said he expects a decision on
whether the Citigroup case will go to trial by March, while a
decision regarding BofA and Grant Thornton could come before the
end of first quarter 2008, according to Bloomberg.  Citigroup's
lawyer, John Baughman of Paul Weiss Rifkind Wharton & Garrison
LLP, in New York, declined to comment on the possibility of a
settlement.

As previously reported, Dr. Bondi has already recouped about
EUR800,000,000 from nine financial companies including Merrill
Lynch & Co. and a unit of accounting firm Deloitte Touche
Tohmatsu.  Settling claims for an estimated EUR2,800,000,000
could add about 60% to Parmalat's stock, Bloomberg says, citing
estimated calculations by Lehman Brothers Holdings Inc., which
holds less than 2% of Parmalat shares.  Lehman Brothers also
values the underlying dairy business at between EUR2.20 and
EUR2.40 per Parmalat share.

"This is an excellent opportunity to get into an unloved stock
with great upside potential and very little downside," Bloomberg
quoted Churchill Capital Group analyst Ben Rolfe as saying.  
"There is a light at the end of the tunnel and it's approaching
fast."

Churchill Capital does not own any shares in Parmalat's common
stock.

Moreover, Bloomberg reports that Parmalat's future could also be
complicated by a class-action suit filed by U.S. investors, to
which the company's defense hinges on the principle that it was
not the wrongdoer and should have protection as the successor of
a bankrupt company.  In July, District Judge Lewis Kaplan ruled
that the new Parmalat is a defendant in that case.  Parmalat has
appealed that decision.  The case has not yet been certified by
the judge.

Rob Mann, an analyst at Collins Stewart Plc, in London, however,
told Bloomberg that the Class Action suit will not effect "a
great deal of downside" on Parmalat's stock, because "any such
claims by U.S. bondholders would first have to be approved by the
Italian court that is overseeing the bankruptcy."

Parmalat estimates that its operating profit will rise by as much
as 10%, or about EUR30,000,000, this year as it sells more
fortified products, Bloomberg reports.

As of November 14, shares of Parmalat rose 8 cents, or 3.1%, to
EUR2.61 in Milan.  The percentage increase and current trading of
more than 21,000,000 shares were both the most in almost three
months, Bloomberg says.

Parmalat filed for bankruptcy in 2003, with total liabilities of
approximately EUR14,000,000,000, almost eight times the amount
reported by former management.  The company had never actually
generated a profit after its stock market listing in 1992, though
it reported earnings every year.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than $200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court Granted
Parmalat Permanent Injunction.  (Parmalat Bankruptcy News, Issue
No. 94; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PARMALAT SPA: Italian Prosecutors Pursue BofA Link Evidence
-----------------------------------------------------------
In connection with continuing investigations on Parmalat S.p.A.'s
collapse, Gerardo La Guardia, chief prosecutor in Parma, Italy,
said that Italian prosecutors can prove the existence of a direct
link between former Parmalat Chief Financial Officer Fausto Tonna
and former Bank of America Manager Luca Sala.

According to Reuters, Mr. La Guardia disclosed that the
magistrates have evidence of bank transfers by the former
officers, which he believed would prove part of the bank's
management was aware of Parmalat's situation before it tumbled
under EUR14,000,000,000 of debts in 2003.

The transfers made to a Swiss bank account allowed some of the
management to profit, Mr. La Guardia said.

Mr. Tonna purportedly denied any involvement with Mr. Sala, who
worked with Parmalat when he was head of corporate banking at
BofA in Italy.

Mr. Sala, who moved to Parmalat as a consultant in 2003, is on
trial in Milan for market manipulation, false communication and
acting as an obstacle to surveillance activities, Reuters
reports.  BofA has also denied that its managers were aware of
Parmalat's situation before it fell apart.

Investigations on the matter were continuing, Reuters says.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than $200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court Granted
Parmalat Permanent Injunction.  (Parmalat Bankruptcy News, Issue
No. 94; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PAUL DE MARRAIS: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: J. Paul De Marrais
        2170 Sturges Highway
        Westport, CT 06880

Bankruptcy Case No.: 07-50709

Chapter 11 Petition Date: November 16, 2007

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James Berman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America (Fleet)          Business Line to         $99,000
P.O. Box 660576                  Papier Partenaire
Dallas, TX 75266

Visa (Bank of America)           Personal Use             $16,386
P.O. Box 15726
Wilmington, DE 19886

                                 Business Credit Card     $10,383

Visa (Chase)                     Business Credit Card     $15,342
P.O. Box 15153
Cardmember Service
Wilmington, DE 19886

Tallman Excavation               Monies Owed on            $9,500
                                 Carriage House Project

Homestead Home Improvement       Monies Owed on            $9,000
                                 Carriage House Project

Visa (People's Bank)             Business Credit Card      $5,738

Town of Fairfield                Real Estate Tax           $3,200


PEOPLOUNGERS INC: Committee Says Asset Sale Has "No Benefit"
------------------------------------------------------------
Peoploungers Inc.'s request to sell its assets is facing
objection from the creditors' committee, who contends that
the sale has "no benefit to unsecured creditors," Bill Rochelle
of Bloomberg News reports.

The Debtor, Bloomberg says, propose an auction date of
Dec. 11, 2007, as well as a sale hearing on the same day.

Bloomberg relates that a buyer is already under contract for
the assets.  To participate in the auction, competing bids
must be at least $6.2 million and must be received no later
than Dec. 7, 2007.

Headquartered in Nettleton, Mississippi, Peoploungers Inc.
-- http://www.peoploungers.net/--  designs, manufactures  
and markets classic furniture designs.  The company filed
a chapter 11 petition on May 15, 2007 (Bankr. N.D. Miss.
Case No.: 07-11635).  Craig M. Geno, Esq. at Harris Jernigan
& Geno, P.L.L.C. serves as counsel to the Debtor.  When the
Debtor sought protection from its creditors, it listed
assets and debts between $1 million to $100 million.


PERFORMANCE TRANSPORTATION: Case Summary & 30 Largest Creditors
---------------------------------------------------------------
Debtor: Performance Transportation Services, Inc.
        17000 Federal Drive
        Allen Park, MI 48101

Bankruptcy Case No.: 07-04746

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                      Case No.
      ------                                      --------
      Leaseway Motorcar Transport Company LLC     07-04745
      Performance Logistics Group, Inc.           07-04747
      Automotive Logistics Corp.                  07-04750
      Vehicle Logistics Associates, LLC           07-04751
      Logistics Computer Services, Inc.           07-04752
      Hadley Computer Services                    07-04753
      PLG Leasing Corp.                           07-04754
      HFS Investments, Inc.                       07-04755
      Florida Leasco Company LLC                  07-04756
      Hadley Auto Transport LLC                   07-04757
      E. and L. Transport Company LLC             07-04758
      LAC Holding LLC                             07-04759
      Transportation Releasing LLC                07-04760

Type of Business: Performance Transportation Services, Inc. is the
                  second largest transporter of new automobiles,
                  sport-utility vehicles and light trucks in North
                  America.  See http://www.pts-inc.biz/

                  The company and 13 of its affiliates previously
                  filed for Chapter 11 protection on Jan. 25,
                  2006 (Bankr. W.D.N.Y. Lead Case No. 06-00107).  
                  The Court confirmed the Debtors' plan on
                  Dec. 21, 2006, and that plan became effective on
                  Jan. 29, 2007.

Chapter 11 Petition Date: November 19, 2007

Court: Western District of New York (Buffalo)

Debtors' Counsel: Garry M. Graber, Esq.
                  Hodgson, Russ LLP
                  The Guaranty Building, Suite 100
                  140 Pearl Street
                  Buffalo, NY 14202-4040
                  Tel: (716) 856-4000

                        -- and --

                  Tobias S. Keller, Esq.
                  Jones Day
                  555 California Street, 26th Floor
                  San Francisco, CA 94104
                  Tel: (415) 626-3939

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's list of its 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Braodspire                       Insurance -           $708,680
1601 Southwest 80th Terrace      Property/Casualty
Plantation, FL 33324
Telefax: (800) 245-9927

General Motors of                Trade                 $282,950
Canada Ltd.
Cashier 007-002
1908 Colonel Sam Drive
Oshawa, ON L1H 8P7
Canada

Allied Systems (Canada)          Trade                 $274,451
P.O. Box 78083
Detroit, MI 48278

Ford Motors Co.                  Trade                 $183,378

Doremus Newark, LLC              Trade                 $166,667

Relational Funding Corp.         Trade                 $141,967

Kirkland & Ellis LLP             Trade                 $139,508

The Yucaipa Companies, LLC       Management Fee        $125,000

Bridgestone/Firestone            Trade                  $97,737

Daimler Chrysler Corp.           Trade                  $86,249

CSR Construction Corp.           Trade                  $85,000

Sun Microsystems, Inc.           Trade                  $76,260

BDO Seidman, LLP                 Trade                  $72,806

New York State Thruwy #5270      Trade                  $61,788

SGS Automotive                   Trade                  $56,769

E-Z Pass NJ Violations           Trade                  $53,702

Strategic Protection Group       Trade                  $49,914

Toyota Motor Sales               Trade                  $44,481

Fleet Pride                      Trade                  $37,504

Gallagher Bassettservices        Trade                  $37,039

Sentrex Security Systems, Inc.   Trade                  $36,903

Penske Trk                       Trade                  $33,978

Noco Energy Corp.                Trade                  $33,107

Allied Systems, Inc.             Trade                  $31,912

Autocomm Inc.                    Trade                  $30,054

U.S. Security Associates         Trade                  $26,693

Luck Lady Oil                    Trade                  $24,092

MCPC, Inc.                       Trade                  $23,736

John Hancock USA                 Payroll                $23,216

Standard Register Company        Trade                  $21,961


PETRO ACQUISITION: Receiver Puts Units Under Chapter 11
-------------------------------------------------------
Richard D. Nelson, Esq., at Cohen, Todd, Kite & Stanford LLC, as
receiver of Petro Acquisitions Inc., has filed voluntary chapter
11 petitions for the company's units.

                           Receivership

Judge Mallory of the Court of Common Pleas in Hamilton County,
Ohio, on Sept. 11, 2007, approved the request of Walnut Investment
Partners, L.P., to appoint a receiver for the company.  

Judge Mallory ruled that Walnut, as a minority shareholder in the
company, has an interest in the company's assets and stocks.  
Judge Mallory further said that the company's assets was in danger
of being lost, removed, or materially injured as a result of
claims made on those assets by various creditors of Petro.

As reported in the Troubled Company Reporter on Oct. 26, 2007,
Walnut had had filed a lawsuit against the company alleging breach
of contract on the company's failure to pay $2.5 million it owed
Walnut as part of an $8.75 million stock-buyback deal.

Prior to the suit, chief operating officer Donald R. Bloom had
resigned from his position.

Leonard Z. Eppel, of Financial Resource Associates, was appointed
as receiver.  As receiver, Mr. Eppel was granted specific
authority to file bankruptcy petitions on behalf the company.

                        New Receiver

As reported in the Troubled Company Reporter on Oct. 26, 2007, Mr.
Eppel resigned as receiver citing lenders involved in the case did
not want to work with him.

As a result, Mr. Nelson was appointed as the new receiver.

                   Units under Chapter 11

As of Nov. 20, 2007, voluntary Chapter 11 petitions have been
filed for these units with the U.S. Bankruptcy Court for the
District of Ohio in Cincinnati.  The case summaries of these
bankruptcy petitions are published in today's Troubled Company
Reporter.

(1) Gillespie Acquisition, Inc. and affiliates

Date Filed: November 5

Units: Jointly Administered Under Case No. 07-15378

       * Gillespie Acquisition, Inc.
       * Gillespie Wholesale, Inc.
       * A.F.M. 711, Inc.
       * A.F.M. 712, Inc.
       * A.F.M. 713, Inc.
       * A.F.M. 714, Inc.
       * A.F.M. 716, Inc.
       * Jackson Center 717, Inc.
       * A.F.M. 717, Inc.
       * A.F.M. 720, Inc.
       * A.F.M. 721, Inc.
       * A.F.M. 722, Inc.
       * A.F.M. 723, Inc.

Description:

Gillespie Acquisition is a wholly-owned subsidiary of Petro
Acquisitions, Inc.  The company, along with its affiliates,
operate convenience stores in Ohio with some operations include
retail sale of gasoline.

(2) A.F.M. 805, Inc. and affiliates with Ohio Valley A.F.M., Inc.

Date Filed: November 12

Units: Jointly Administered Under Case No. 07-15511

       * A.F.M. 805, Inc.
       * A.F.M. 806, Inc.
       * A.F.M. 807, Inc.
       * A.F.M. 810, Inc.
       * A.F.M. 812, Inc.
       * A.F.M. 814, Inc.
       * A.F.M. 815, Inc.
       * A.F.M. 816, Inc.
       * Ohio Valley A.F.M., Inc.

Description:

The "A.F.M." Debtors are subsidiaries of Waco Acquisitions, Inc.,
while Ohio Valley A.F.M., Inc., is a subsidiary of OV Acquisition,
Inc.  Waco Acquisition and OV Acquisition are subsidiaries of
Petro Acquisitions, Inc.

The "A.F.M" Debtors' principal business is the operation of
convenience stores in Kentucky.  Ohio Valley on the other hand is
the national franchiser of AmeriStop Food Mart convenience stores
and operates company-owned stores as subsidiaries as well as
franchise stores within Ohio and Kentucky with a limited number of
stores in Indiana and Virginia.

(3) Waco Acquisitions, Inc. and affiliates  

Date Filed: November 17

Units: Jointly Administered Under Case No. 07-15630

       * Waco Acquisitions, Inc.
       * A.F.M. 802, Inc.
       * A.F.M. 803, Inc.
       * A.F.M. 804, Inc.
       * A.F.M. 808, Inc.
       * A.F.M. 809, Inc.
       * A.F.M. 811, Inc.
       * A.F.M. 813, Inc.
       * A.F.M. 817, Inc.

Description:

The company, along with its affiliates, operates convenience
stores in Ohio and Kentucky.  Some of its operations include the
retail sale of gasoline.

                             About Petro

Located in West Chester, Ohio, Petro Acquisitions Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.


POPE & TALBOT: Files Ch. 11 Petition under U.S. Bankruptcy Code
---------------------------------------------------------------
Pope & Talbot, Inc. disclosed that, in order to address its
financial challenges and to support efforts to be a more efficient
organization, the company has filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code.  Pope & Talbot's Board of Directors, in a unanimous
decision, directed the company to take this action as the best
alternative for the long term interests of the company, its
employees, customers, creditors, business partners and other
stakeholders.

"We want to assure our customers, employee colleagues and our
communities that, although our business environment continues to
present difficult challenges, Pope & Talbot is endeavoring to
operate business as usual," Harold Stanton, President and CEO,
said.  "We have worked hard to preserve liquidity during this
tough situation and this reorganization is a necessary and
responsible step to strengthen the company."

Persistent record low demand for lumber, high priced pulp chips
and sawdust, the appreciation of the Canadian Dollar and the high
cost of debt service have combined for an untenable business
environment.  Pope & Talbot has determined the best alternative is
to seek protection and flexibility under both U.S. and Canadian
bankruptcy laws.

As reported in the Troubled Company Reporter on Nov. 5, 2007, Pope
& Talbot and its wholly-owned subsidiaries obtained an initial
order from the Superior Court of Justice (Commercial List) for the
Province of Ontario granting them protection from its creditors
under the Companies' Creditors Arrangement Act of Canada on
Oct. 29, 2007.  The company will use the protections of Chapter 11
and the CCAA to provide additional time for it to continue its
restructuring efforts, which include, but are not limited to, the
sale of certain or all of the company's assets.

The lenders under the company's existing senior secured credit
facility are providing a "debtor-in-possession" financing facility
of approximately $90 million.  Subject to court approval in the
U.S. and Canada, the financing, together with cash generated from
daily operations, will fund current operating needs, including
wages, benefits and other operating expenses.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products    
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.


POPE & TALBOT: Case Summary & 29 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Pope & Talbot, Inc.
             1500 Southwest First Avenue, Suite 200
             Portland, OR 97201

Bankruptcy Case No.: 07-11738

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Penn Timber, Inc.                          07-11739
        Pope & Talbot Lumbar Sales, Inc.           07-11740
        Pope & Talbot Pulp Sales U.S., Inc.        07-11741
        Pope & Talbot Relocation Services, Inc.    07-11742
        Pope & Talbot Spearfish, L.P.              07-11743
        P.&T. Power Co.                            07-11744
        Mackenzie Pulp Land, Ltd.                  07-11745
        Pope & Talbot, Ltd.                        07-11746
        P.&T. Factoring, L.P.                      07-11747
        P.&T. Finance One, L.P.                    07-11748
        P.&T. Finance Three, L.L.C.                07-11749
        P.&T. Finance Two, L.P.                    07-11750
        P.&T. Funding, Ltd.                        07-11751
        P.&T. L.F.P. Investment, L.P.              07-11752

Type of Business: The Debtors are forest products companies. They
                  manufacture two primary products: pulp and
                  lumber, including specialty products that have a
                  variety of market applications.  They market to
                  a diversified, geographically balanced customer
                  base and conduct business in two operating
                  segments: Pulp and Wood Products.  They produce
                  northern bleached softwood kraft (N.B.S.K.) chip
                  and sawdust pulp.  The pulp they manufacture and
                  sell is used in a range of end products,
                  including newsprint, tissue, high-grade coated
                  and uncoated paper.  In addition, they
                  manufacture pulp for use in specialty products,
                  such as fiber cement siding for residential
                  applications and non-woven fabric for surgical
                  gowns.  They manufacture and sell standardized
                  and specialty lumber for use in residential and
                  light construction and in residential repair and
                  remodeling.  They produces machine stress rated
                  (M.S.R.), which are value-added products.  See
                  http://www.poptal.com/

                  The company's Canadian subsidiaries applied for
                  protection under the Companies' Creditors
                  Arrangement Act of Canada on Oct. 28, 2007.

Chapter 11 Petition Date: November 19, 2007

Court: District of Delaware (Delaware)

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl & Jones, L.L.P.
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Debtors' consolidated financial condition of June 30, 2007:

   Total Assets: $681,960,000

   Total Debts:  $601,090,000

Debtors' Consolidated List of Their 29 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Bank of New York Trust     Bond Issuance         $135,000,000
Co., N.A.
601 Travis Street, 18th Floor
Houston, Texas 77002
Attention: Marcella Burgess
Tel: (713) 483-6536
Fax: (713) 483-7038

Canadian Forest Products Ltd.  Trade                 $1,000,137
100-1700 West 75th Avenue
Vancouver, B.C. V6P 6G2
Attention: Helen Mammic
Tel: (250) 962-3539
Fax: (604) 661-5429

B.C. Hydro                     Trade                 $976,473
6911 Southpoint Drive-C.O. 1
Burnaby, B.C. V3N 4X8
Attention: Matt Steele
Tel: (604) 453-6593
Fax: (604) 453-6280

K.&D. Logging, Ltd.            Trade                 $836,813
P.O. Bag 19
Fort St. James, B.C. VOJ 1PO
Attention: Melanie Ub1ieis
Tel: (250) 996-8032
Fax: (250) 996-8742

Canadian National Railway      Trade                 $804,688
P.O. Box 71206
Chicago, Ilinois 60694-1206
Attention: Ruby Cherian
Tel: (905) 803-3548
Fax: (905) 803-3721

Canexus U.S., Inc.             Trade                 $767,917
P.O. Box 120199
Dallas, Texas 75312-0199
Attention: Murray Wright
Tel: (403) 571-7331
Fax: (604) 924-2814

I.G.I. Resources, Inc.         Trade                 $739,986
701 Morrison-Knudsen Drive-
Suite 300
Boise, Idaho 83707
Attention: Sarah Smith
Boise, Idaho 83707
Tel: (208) 395-0541
Fax: (208) 395-0536

Western Forest Products, Inc.  Trade                 $599,724
435 Trunk Road, 3rd Floor
Duncan, B.C. V9L 2P9
Attention: Doug Abbott
Tel: (250) 748-3711
Fax: (250) 748-5719

B.N.S.F. Railway Co.           Trade                 $569,512
P.O. Box 910134
Dallas, Texas 75391-0134
Attention: Gene L' Allier
Tel: (651) 298-7798
Fax: (651) 298-6690

Industra, Inc.                 Trade                 $502,000
c/o Bank One, TX, NA
909 Fanin, 4th Floor
Houston, Texas 77010
Attention: Kent Jordan
Tel: (360) 567-3645
Fax: (360) 567-3699

P.& D. Lodging, Ltd.           Trade                 $492,072
1850 Brentwood Road
Ke1owna, B.C. ViP 1H2
Attention: Philis Pilon
Tel: (250) 491-1121
Fax: (250) 491-1755

Newland Enterprises Ltd.       Trade                 $447,639
P.O. Box 286
Fort St. James, B.c. VOJ LPO
Attention: June Wilick
Tel: (250) 996-8838
Fax: (250) 996-8839

Kemira Chemicals Canada, Inc.  Trade                 $437,407
P.O. Box 3400
Station Terminal
Vancouver, B.c. V6B 3Y4
Attention: Kim Boland
Tel: (250) 562-1748
Fax: (613) 348-7700

Anglo Canadian Shipping Co.    Trade                 $385,518
900 West Hastings Street,
Suite 1100
Vancouver, B.C. V6C lE5
Attention: Elizabeth Stewart
Tel: (604) 683-4221
Fax: (604) 688-3401

Fortisbc                       Trade                 $382,608
P.O. Box 2025, Station M
Calgary, AB T2P 5H4
Attention: Customer Service
Tel: (866) 436-7847
Fax: (250) 469-8096

Aon Risk Services of Oregon    Trade                 $375,000
P.W. Center
1211 Southwest Fifth Avenue,
Suite 600
Portland, OR 97204
Attention: Donna Keene
Tel: (503) 224-9700
Fax: (503) 295-0923

Canadian Stebbins Engineering  Trade                 $322,243
& Manufacturing
2373 Stevenage Drive
Ottawa, ON Kl G 3WL
Attention: Craig Buckley
Tel: (613) 737-2800
Fax: (613) 737-2801

Gearbulk Pool, Ltd.            Trade                 $301,034
P.O. Box HM 2257
14 Par La Vile Road
Hamilton, Bermuda
Attention: Deb Betz or
Terry Cole
Tel: (604) 647-2125
Fax: (604) 669-1824

Andritz, Inc.                  Trade                 $298,942
1115 North Meadow Parkway
Roswell, GA 30076-3857
Attention: Darell Wiliams
Tel: (770) 640-2432
Fax: (770) 640-2521

Coral Power, L.L.C             Trade                 $288,535
909 Fannin, Suite 700
Houston, Texas 77010
Attention: Carolina Bell
Tel: (713) 767-5351
Fax: (713) 265-5351

Bekaert Canada, Ltd.           Trade                 $254,254
11041 Elevator Road
Surrey, B.C. V3V 2R8
Attention: Hannah Tietze
Tel: (604) 581-3933
Fax: (604) 581-3775

Star Shipping (Canada), Ltd.   Trade                 $231,358
1111 West Hastings Street,
9th Floor
Vancouver, B.C. V6E 213
Attention: May Wei
Tel: (604) 661-2000
Fax: (604) 685-0242

E.C.P., L.P. (M2180)           Trade                 $229,890
P.O. Box 11562
Succursale Centre-Vile
Montreal, QC H3C 5N7
Attention: Roxanne Binette
Tel: (877) 635-3365
Fax: (514) 744-1854

Pacific Regeneration           Trade                 $216,430
Technologies, Inc.
#101-1006 Fort Street
Victoria, B.C. V8V 3K4
Attention: Cal Horning
Tel: (250) 229-5353
Fax: (250) 381-0252

A.I.G. Credit Corp. of Canada  Trade                 $215,258
666 Burrard Street,
Suite 1100
Vancouver, B.C. V6C 2X8
Attention: Grace Esquejo
Tel: (800) 710-4860
Fax: (866) 298-0284

Carmanah Design &              Trade                 $211,743
Manufacturing, Inc.
3550 Lougheed Highway
Vancouver, B.C. V5M 2A3
Attention: Aran Bains
Tel: (604) 299-3431
Fax: (604) 268-1617

Cosco Container Lines          Trade                 $207,913
Americas, Inc.
2101 4th Avenue, Suite 1500
Seattle, WA 98121
George Ostathis
Tel: (604) 895-8841
Fax: (206) 654-4599

G.L.&T. Logging, Ltd.          Trade                 $183,402
P.O. Box 44
Fauquier, B.C. VOG 1KO
Attention: Gordon Haugland
Tel: (250) 269-7397
Fax: (250) 269-7318

B.C. Bearing Engineers, Ltd.   Trade                 $183,271
1340 Ka1amalka Lake Road,
Suite 401
Vernon, B.C. VlT 6V2
Attention: Warren Sewell
Vernon, B.C. VlT 6V2
Tel: (250) 562-0452
Fax: (250) 563-8953


PRESTON CDO I: Moody's Puts Low-B Ratings on $28 Million Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Preston CDO
I, Ltd. on review for possible downgrade:

Class Description: $213,000,000 Class A1S Variable Funding Senior
                   Secured Floating Rate Notes Due 2037

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

Class Description: $51,500,000 Class A1J Senior Secured Floating
                   Rate Notes Due 2037

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

Class Description: $22,000,000 Class A2 Senior Secured Floating
                   Rate Notes Due 2037

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

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

Class Description: $18,000,000 Class A3 Secured Deferrable
                   Interest Floating Rate Notes Due 2037

Prior Rating: A2
Current Rating: Baa2, on review for possible downgrade

Class Description: $8,000,000 Class B1 Mezzanine Secured
                   Deferrable Interest Floating Rate Notes
                   Due 2037

Prior Rating: Baa1
Current Rating: Ba1, on review for possible downgrade

Class Description: $20,000,000 Class B2 Mezzanine Secured
                   Deferrable Interest Floating Rate Notes
                   Due 2037

Prior Rating: Baa2
Current Rating: Ba2, on review for possible downgrade

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


REMY WORLDWIDE: Bankruptcy Court Approves CVC Settlement Agreement
------------------------------------------------------------------
Remy Worldwide Holdings, Inc., and its debtor-affiliates sought
and obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to assume a Settlement, Support, Forbearance
and Release Agreement, dated as of June 15, 2007, with Court
Square Capital Limited, a subsidiary of Citigroup Inc., and
certain holders of Remy securities to protect against the possible
loss of tax benefits related to the Debtors' net operating loss
carryovers.

As reported in the Troubled Company Reporter on Oct. 16, 2007,
Court Square agreed, among others, to:

   1. certain limitations on its ability to effectuate stock
      transfers and take a worthless stock deduction with
      respect to the shares of RWHI's equity interests it
      holds; and

   2. compromise amounts owed to it under a December 2002
      Advisory Agreement with the Debtors.

The parties exchanged mutual releases under the CVC Settlement
Agreement.  Remy also agreed to pay Court Square $4 million in
cash on the effective date of Remy's prepackaged plan of
reorganization and to assume the CVC Settlement Agreement
promptly upon filing for bankruptcy.

About $1,750,000 of the Settlement Payment will be paid to Court
Square Advisor, LLC, and $2,250,000 will go to Citicorp Venture
Capital Equity Partners L.P.  If Court Square does not receive the
payment by June 15, 2008, the payment will begin to accrue
interest at 20% per annum as of that date, until paid in full.

Court Square and the Noteholders also agreed to support the
Debtors' Plan.

Court Square acquired Delco Remy International, Inc., in March
2001 pursuant to a merger transaction.  Court Square, through its
affiliates, currently holds roughly 70% of RWHI Equity Interests.

Court Square may terminate the CVC Settlement Agreement if, among
other things, (i) the Plan is inconsistent with the terms of the
Settlement Agreement, (ii) the Bankruptcy Court does not approve
the assumption of the Agreement or (iii) if certain provisions of
the deal are severed, disallowed, modified, amended, withdrawn, or
deemed invalid or unenforceable.  In the event of termination,
Court Square could sell its RWHI equity securities or, if the
Debtors not emerge from bankruptcy during the 2007 calendar year,
claim a worthless stock deduction and cause an ownership change
with respect to the company under Section 382 of the Tax Code
prior to the Effective Date.  An ownership change effectively
would eliminate the Debtors' ability to use their existing NOLs to
offset future income of Reorganized Remy.

                   Reasonable Business Judgment

Section 365 of the Bankruptcy Code provides that the trustee,
"may assume or reject any executory contract or unexpired lease
of the Debtor."  The standard for a bankruptcy court's approval
of a motion to assume under Section 365 is whether the debtor's
reasonable business judgment supports assumption, Douglas P.
Bartner, Esq., at Shearman & Sterling LLP, in New York, the
Debtors' proposed counsel, reminded the Honorable Kevin Carey,
citing NLRB v. Bildisco & Bildisco, 465 U.S. 513,523 (1984); Group
of Inst. Investors v. Chicago, Milw., St. Paul & Pac. R.R. Co.,
318 U.S. 523, 550 (1943); Meyers v. Martin (In re Martin), 91 F.3d
389, 395 (3d Cir. 1996); In re Market Square Inn, Inc., 978 F.2d
116, 121 (3d Cir. 1992); In re Taylor, 913 F.2d 102 (3d Cir.
1990); and Sharon Steel Corp. v. Nat'l Fuel Gas Distrib. Corp. (In
re Sharon Steel Corp.), 872 F.2d 36, 40 (3d Cir. 1989).

Preserving the NOLs could provide significant tax savings to the
Debtors following their emergence from Chapter 11 because it will
reduce, and potentially completely offset, the potential effects
of "cancellation of debt" income to be incurred by the Debtors as
a result of the debt restructuring contemplated by the Plan, Mr.
Bartner explained.

The Settlement also would let the Debtors' estate avoid claims by
Court Square as a result of the rejection of the Advisory
Agreement.

"The benefit derived from assumption [of the Settlement] could
last for years to the extent that the Reorganized Debtors are
able to utilize the NOLs," Mr. Bartner said.

The CVC Settlement Agreement was negotiated in good faith and at
arm's-length, Mr. Bartner assured the Court.

Court Square's affiliates holding Remy Equity Interests are:

   a) Court Square Advisor, LLC

   b) Court Square Capital Limited
      * 1,000 Shares Class A Common Stock

   c) Citicorp Venture Capital Equity Partners, L.P.
      * 1,735,711.17 Shares Class B Common Stock
      * 16,378.57 Shares Class C Common Stock
      * 1,620,406.51 Shares Series A Preferred Stock

   d) CVC Management LLC

   e) CVC/SSB Employee Fund, L.P.
      * 17,278.89 Shares Class B Common Stock
      * 163.15 Shares Class C Common Stock
      * 16,131.04 Shares Series A Preferred Stock

   f) CVC Executive Fund LLC
      * 15,395.57 Shares Class B Common Stock
      * 145.28 Shares Class C Common Stock
      * 14,372.83 Shares Series A Preferred Stock

   g) CVC Partners, LLC                       -

Court Square is represented in the Debtors' cases by H. Jeffrey
Schwartz, Esq., at Dechert LLP, in New York.

The Noteholders that signed the CVC Settlement Agreement are:

   1. Fidelity National Special Opportunity Inc.;
   2. Hoak & Co.;
   3. Third Point LLC;
   4. H Partners LP;
   5. Joshua Tree Capital Partners, LP;
   6. Corriente Master Fund, L.P.; and
   7. Group G Capital Partners LLC
   8. Ore Hill Hub Fund Ltd., Geer Mountain Financing, Ltd.,
      Kinney Hill Credit Opportunities Fund, Ltd.;

The Noteholders are represented by Fred S. Hodara, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York.

                      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: Can Assume Caterpillar Inventory Agreement
----------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to assume an inventory purchase agreement with
Caterpillar Inc.

As reported in the Troubled Company Reporter on Oct. 17, 2007, the
Debtors sold their diesel engine remanufacturing business to
Caterpillar for roughly $158 million, pursuant to an asset
purchase agreement dated Jan. 29, 2007.  The Debtors also
entered into outsourcing agreements with Caterpillar, which will
become the Debtors' exclusive supplier of remanufactured heavy
duty starters and alternators.  Caterpillar would acquire certain
machinery and equipment related to the heavy duty starter and
alternator remanufacturing business.

The initial closing occurred June 25, 2007.  On the same day, the
parties amended the Asset Purchase Agreement to provide, for among
other things, the Debtors' sale, for $7.16 million, certain
inventory, machinery, equipment and other assets used designing,
remanufacturing, assembling, testing, marketing and selling
remanufactured heavy duty rotating electrics, including starters
and alternators in North America through the Debtors' facilities
in Mississippi.

Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, the Debtors' proposed co-counsel, told
the Court that under a related inventory purchase agreement, Remy
Reman, L.L.C. and Remy International, Inc., would sell to
Caterpillar Reman Acquisition Two LLC:

   1. alternator core work-in-process inventory having an
      aggregate purchase price of $87,000;

   2. alternator new parts having an aggregate purchase price
      of $1.28 million;

   3. starter core inventory having aggregate value of
      $2,421,000;

   4. starter core work-in-process inventory having an
      aggregate purchase price of $2.29 million; and

   5. starter new parts having an aggregate purchase price of
      $748,000.

Mr. Enos said the Inventory Purchase Agreement contemplates the
transfer of Inventory aggregating roughly $6.80 million.

The Inventory Purchase Agreement also provided that Caterpillar
may elect to adjust purchase prices for the starter core
inventory using the per unit market value of the Purchased
Inventory as determined using a methodology agreed to between the
parties.  If either party disagreed with the adjusted inventory
value for the starter core inventory, the parties will resolve the
disagreement using dispute resolution process applicable to
alternator core inventory set forth in the Asset Purchase
Agreement.

Mr. Enos said the purchase price does not include any sales, use,
excise or other taxes that the Debtors may be required to pay in
connection with the Inventory sale.  The amount of any applicable
present or future tax will be paid by Caterpillar as an additional
charge or, in lieu of that, Caterpillar will provide the Debtors
with a tax exemption certificate acceptable to the relevant taxing
authorities.

The parties also agreed to certain indemnification provisions.

The Debtors further sought and obtained permission to continue the
transfer of the remainder of the Purchased Inventory, free and
clear of all liens, claims and encumbrances.

Assumption of the Inventory Purchase Agreement is in the best
interest of the Debtors, their estates and creditors, Mr. Enos
contended.  He explained that the sale will result in lower
product costs for the Debtors and represented the highest or
otherwise best offer for the Purchased Assets.

Mr. Enos also asserted that the the sale of the remainder of the
Purchased Inventory is an integral part of the Caterpillar
transaction, which has been substantially consummated.

The purchase price, Mr. Enos said, was determined after good
faith, arm's-length negotiations.  "Accordingly, the Debtors will
realize consideration for the Purchased Assets and the Remainder
of the Purchased Inventory that will be fair and reasonable," Mr.
Enos maintained.

                      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)  


RESIDENTIAL ASSET: Moody's Lowers Ratings on 21 Cert. Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded 21 certificates that were
issued in 2004 by various Residential Asset Securities Corporation
Trusts.  The actions are based on the analysis of the credit
enhancement provided by subordination, overcollateralization and
excess spread relative to the expected loss.

The actions on these certificates are driven by high loss
severities and the available levels of enhancement that may be
inadequate compared to the current and projected pipeline losses
for these certificates.  Specifically, actions on the RASC Series
2004-KS10, 2004-KS11, and 2004-KS12 are driven by high recent
losses combined with a large dollar amount for loans in
foreclosure and REO.

Complete rating actions are:

Issuer: RASC Series 2004-KS1 Trust
  -- Cl. M-II-2, downgraded to Baa1, previously A2,
  -- Cl. M-II-3, downgraded to Ba3, previously Baa2,

Issuer: RASC Series 2004-KS2 Trust
  -- Cl. M-I-3, downgraded to Ba1, previously Baa2,
  -- Cl. M-II-3, downgraded to Ba3, previously Baa2,

Issuer: RASC Series 2004-KS3 Trust
  -- Cl. M-II-3, downgraded to Ba2, previously Baa2,
  -- Issuer: RASC Series 2004-KS5 Trust
  -- Cl. M-II-3, downgraded to Ba2, previously Baa2,

Issuer: RASC Series 2004-KS6 Trust
  -- Cl. M-II-3, downgraded to Ba2, previously Baa2,

Issuer: RASC Series 2004-KS8 Trust
  -- Cl. M-II-3, downgraded to Ba1, previously Baa2,

Issuer: RASC Series 2004-KS10 Trust
  -- Cl. M-3, downgraded to Baa1, previously A3,
  -- Cl. M-4, downgraded to Baa3, previously Baa1,
  -- Cl. M-5, downgraded to Ba2, previously Baa2,
  -- Cl. M-6, downgraded to B1, previously Baa3,
  -- Cl. B, downgraded to B3, previously Ba1,

Issuer: RASC Series 2004-KS11 Trust
  -- Cl. M-3, downgraded to Baa1, previously A3,
  -- Cl. M-4, downgraded to Baa3, previously Baa1,
  -- Cl. M-5, downgraded to Ba2, previously Baa2,
  -- Cl. M-6, downgraded to B1, previously Baa3,
  -- Cl. B, downgraded to B3, previously Ba1,

Issuer: RASC Series 2004-KS12 Trust
  -- Cl. M-5, downgraded to Ba1, previously Baa2,
  -- Cl. M-6, downgraded to Ba2, previously Baa3,
  -- Cl. B, downgraded to B2, previously Ba1.


RG GLOBAL: June 30 Balance Sheet Upside-Down by $8.7 Million
------------------------------------------------------------
RG Global Lifestyles Inc.'s consolidated balance sheet at June 30,
2007, showed $5.4 million in total assets and $14.1 million in
total liabilities, resulting in an $8.7 million total
shareholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $908,430 in total current assets
available to pay $14.1 million in total current liabilities.

The company reported a net loss of $1,842,000 for the first
quarter of fiscal 2008 compared to a net loss of $5,839,900 during
the first quarter of fiscal 2007.  In the first quarter of its
fiscal 2008, RG Global generated revenues of $287,200.  This
represents a revenue increase of $286,775 from the comparable
quarter in fiscal 2007, when revenue totaled $425.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2578

                       Going Concern Doubt

McKennon Wilson & Morgan LLP, in Irvine, California, expressed
substantial doubt about RG Global Lifestyles Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended March 31,
2007.  The auditing firm reported that the company has incurred
losses, has used cash in operating activities and has a
significant stockholders' deficit.

                         About RG Global  

Headquartered in Rancho Santa Margarita, Calif., RG Global
Lifestyles Inc. (OTC BB: RGBL) -- http://www.rgglife.com/--  
develops and markets innovative technologies for water
purification and wastewater treatment.


RUTLAND RATED: Moody's Junks Rating on $20 Million Series 40 Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded and placed these notes
issued by Rutland Rated Investments Series 40 (Millbrook 2007-1)
on review for possible downgrade:

Class Description: $20,000,000 Asset-Backed Securities Class E
                   Variable Rate Credit-Linked Notes due October
                   2052

Prior Rating: A3
Current Rating: Caa3, on review for possible downgrade

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


RUTLAND RATED: Moody's Junks Rating on $5 Million Series 41 Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Rutland
Rated Investments Series 41 (Millbrook 2007-1) on review for
possible downgrade:

Class Description: $5,000,000 Asset-Backed Securities Class D2
                   Variable Rate Credit-Linked Notes due October
                   2052

Prior Rating: Aa3
Current Rating: Caa1, on review for possible downgrade

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


RUTLAND RATED: Moody's Junks Rating on $12.5 Mil. Series 39 Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Rutland
Rated Investments Series 39 (Millbrook 2007-1) on review for
possible downgrade:

Class Description: $12,500,000 Asset-Backed Securities Class D
                   Variable Rate Credit-Linked Notes due October
                   2052

Prior Rating: Aa3
Current Rating: Caa1, on review for possible downgrade

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


SCIENTIFIC GAMES: Completes Buy of 50% Stake in Guard Libang
------------------------------------------------------------
Scientific Games Corporation has completed the acquisition of a
50% interest in the ownership of Guard Libang.  The final purchase
price was approximately $28 million which was previously estimated
to be $27 million.

On July 19, 2007, Scientific Games has signed agreements to
acquire a 50% interest in the ownership of Guard Libang.  

The company expects this acquisition to be neutral to 2007
earnings, and accretive in 2008.

               About Rexcapital and Guard Libang

REXCAPITAL Financial Holdings Limited (0555.HK) is engaged in the
provision of lottery related system, machines and services to the
Chinese Lottery market.  The group also involves in the provision
of financial services including broking and securities margin
financing, corporate finance and asset management, money lending
and investment trading and holding.

Guard Libang is an indirect subsidiary of REXCAPITAL Financial
Holdings Limited that provides automated instant ticket validation
services on behalf of the China Welfare Lottery to approximately
17 provinces and 30 of the country's cities.

                     About Scientific Games
    
Headquartered in New York City, Scientific Games Corporation
(Nasdaq: SGMS) - http://www.scientificgames.com/-- is an  
integrated supplier of instant tickets, systems and services to
lotteries worldwide.  The company is a supplier of fixed odds
betting terminals and systems, amusement and skill
with prize betting terminals, interactive sports betting terminals
and systems, and wagering systems and services to pari-mutuel
operators.  It is also a licensed pari-mutuel gaming operator in
Connecticut, Maine and the Netherlands and is a supplier of
prepaid phone cards to telephone companies. Scientific Games'
customers are in the United States and more than 60 other
countries.

                        *     *     *

Moody's Investor Services placed Scientific Games Corporation's
probability of default rating at 'Ba2' in September 2006.  The
rating still hold to date with a stable outlook.


SR TELECOM: Files for Creditor Protection under CCAA
----------------------------------------------------
SR Telecom Inc. has filed for creditor protection under the
Companies' Creditors Arrangement Act, with the Quebec Superior
Court.  On Nov. 8, the company disclosed that, further to the
strategic review initiated on May 10, 2007, its Board of Directors
had evaluated the company's strategic options and concluded that
it is in the company's best interests to actively pursue the sale
of the company and/or its assets.  The company believes that CCAA
protection will enable SR Telecom to better position itself for an
acquisition.

"Despite the CCAA filing, we remain focused on the design,
delivery and deployment of our WiMAX solutions and are fully
committed to ensuring the satisfaction of our customers around the
world," Serge Fortin, President and CEO of SR Telecom, said.  "The
filing provides a framework in which to optimize and leverage our
company's assets for all its stakeholders."

In conjunction with the CCAA filing, the company reported that
some 35 positions will be eliminated at its Montreal location and
its other offices around the world.  "We have taken the CCAA route
to ensure the future of SR Telecom; the unfortunate side effect is
that we must reduce our workforce," Mr. Fortin said.  "We are
maintaining appropriate staff levels to continue the development
of our WiMAX solutions and sustain a strong level of customer
support.  This unfortunate, yet necessary, step will decrease our
expenditures during the CCAA period and will reduce our operating
cost base in order to facilitate an acquisition."

SR Telecom believes that filing for protection is a preventive
measure.  Protection under CCAA will provide SR Telecom with the
ability to operate without interruption and continue to serve its
customers around the world.  Management believes that the sale and
restructuring process will likely be completed during the first
quarter of 2008.

                        Going Concern Doubt

There is substantial doubt about the appropriateness of the use of
the going concern assumption because of the company's losses for
the current and prior years, negative cash flows, reduced
availability of supplier credit and lack of operating credit
facilities.  As such, the realization of assets and the discharge
of liabilities and commitments in the ordinary course of business
are subject to significant uncertainty.

For the three and six months ended June 30, 2007, the company
realized a net loss of CDN$14.9 million and CDN$27.1 million,
respectively (CDN$115.6 million for the year ended Dec. 31, 2006),
and used cash of CDN$9.2 million and CDN$21.6 million,  
respectively (CDN$45.2 million for the year ended Dec. 31, 2006)
in its continuing operating activities.  Going forward, the
company will continue to require substantial funds as it continues
the development of its WiMAX product offering.

                          About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access      
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  SR Telecom's products are currently deployed in
more than 110 countries worldwide.


STERLING AUTOMOTIVE: Customer Complaints May Lead to Bankruptcy
---------------------------------------------------------------
Sterling Automotive Group could go bankrupt after customers
accused the company for withholding their still-unrepaired
vehicles, overcharging and stealing vehicles' parts, Gary Mays of
the Daily Journal relates.

Several customers, the news says, have sought help from local
officials to retrieve their vehicles.

Jamie Boyd, State Attorney in Kankakee County named the company's
owners as Jacqueline Keturskey and Bonnie Orellana, both
unavailable for comment, Journal Daily relates.

To date, there are no criminal charges filed against the company,
however, Mr. Boyd says he will assess the case, Journal Daily
adds.

Sterling Automotive Group is a vehicular repair company based in
Kankakee, Illinois.


STRUCTURED ASSET: S&P Lowers Ratings on 10 Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of mortgage pass-through certificates from five Structured
Asset Investment Loan Trust transactions originated between 2004
and 2006.  S&P placed the ratings on two classes, including one
that was downgraded, on CreditWatch with negative implications.  
Concurrently, S&P affirmed ist ratings on the remaining 54 classes
from these series.
     
The downgrades reflect defaulted classes as well as a reduction in
credit enhancement caused by monthly realized losses, in addition
to a high amount of severe delinquencies (90-plus days,
foreclosures, and REOs).  As of the October 2007 remittance
period, the two 2004 transactions had a weighted average of 12.14%
of their current pool balances in severe delinquencies; the 2005-
11 transaction had a weighted average of 17.39%; and the two 2006
transactions had a weighted average of 21.98%.  

Overcollateralization for series 2004-5 and 2004-7 were 29 and 28
basis points below target, respectively, while O/C for series
2005-11, 2006-BNC2, and 2006-2 has been depleted.  The three
defaulted classes all took principal write-downs during the
October 2007 remittance period.  Over the past six months, excess
losses have outpaced excess interest by approximately 2.5x for the
2004 transactions, 2.8x for the 2005 transaction, and 2.1x for the
2006 transactions.  The M-7 class from series 2004-5 and the M-3
class from series 2006-2 were both placed on CreditWatch negative.  
S&P will continue to monitor these transactions and may take
further negative rating actions if performance continues to
deteriorate.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
Subordination, O/C, and excess spread provide credit support for
these transactions.  The collateral supporting these transactions
consists primarily of subprime fixed- or adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties.


                        Ratings Lowered

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

                                          Rating
                                          ------
             Series       Class         To     From
             ------       -----         --     ----
             2004-5       M-8           B      BB
             2004-5       B             CCC    B
             2004-7       M-7           B      BBB
             2004-7       B             CCC    B
             2005-11      B-2           D      CCC
             2006-BNC2    B-2           D      CCC
             2006-2       M-4           BB     BBB+
             2006-2       M-5           B      BB
             2006-2       B-2           D      CCC

       Rating Lowered and Placed on Creditwatch Negative

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

                                         Rating
                                         ------
        Series       Class         To               From
        ------       -----         --               ----
        2006-2       M-3           BBB/Watch Neg    A+

             Rating Placed on Creditwatch Negative

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

                                          Rating
                                          ------
        Series       Class         To               From
        ------       -----         --               ----
        2004-5       M-7           BBB+/Watch Neg   BBB+

                        Ratings Affirmed

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

              Series      Class             Rating
              ------      -----             ------
              2004-5      M-2               AA+
              2004-5      M-3               AA
              2004-5      M-4               AA-
              2004-5      M-5               A
              2004-5      M-6               A-
              2004-7      A-7, A-8          AAA
              2004-7      M-1               AA+
              2004-7      M-2               AA
              2004-7      M-3               AA-
              2004-7      M-4               A
              2004-7      M-5               A-
              2004-7      M-6               BBB+
              2005-11     A-1, A-2, A-3     AAA
              2005-11     A-4, A-5, A-6     AAA
              2005-11     A-7               AAA
              2005-11     M-1               AA
              2005-11     M-2               AA-
              2005-11     M-3               A+
              2005-11     M-4, M-5          BB
              2005-11     M-6               B
              2005-11     M-7               CCC
              2005-11     M-8               CCC
              2005-11     B-1               CCC
              2006-BNC2   A-1, A-2, A-3     AAA
              2006-BNC2   A-4, A-5, A-6     AAA
              2006-BNC2   M-1               AA-
              2006-BNC2   M-2               BBB+
              2006-BNC2   M-3               BB
              2006-BNC2   M-4               B
              2006-BNC2   M-5               CCC
              2006-BNC2   M-6               CCC
              2006-BNC2   M-7               CCC
              2006-BNC2   M-8               CCC
              2006-BNC2   B-1               CCC
              2006-2      A-1, A-2, A-3     AAA
              2006-2      A-4               AAA
              2006-2      M-1               AA
              2006-2      M-2               AA-
              2006-2      M-6               CCC
              2006-2      M-7               CCC
              2006-2      M-8               CCC
              2006-2      B-1               CCC


STRUCTURED ASSET: Moody's Reviews Ratings on Two Cert. Classes
--------------------------------------------------------------
Moody's places 2 classes of certificates issued by Structured
Asset Mortgage Investments II Trust in 2004 on review for possible
downgrade.

Moody's Investors Service has placed on review for possible
downgrade 2 certificates issued by Structured Asset Mortgage
Investments II Trust.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization, excess spread
and mortgage insurance relative to expected losses.  The
transaction is backed by Alt-A, adjustable-rate mortgage loans.

Complete rating actions are :

Issuer: Structured Asset Mortgage Investments II Trust,
        Mortgage Pass-Through Certificates, Series 2004-AR1

  * Class B-5, current rating B2, under review for possible
    downgrade;

  * Class B-4, current rating Ba2, under review for possible
    downgrade.


STRUCTURED ASSET: Moody's Cuts Rating on Class II-B-3 Certs. to B1
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches from one deal issued by Structured Asset Mortgage
Investments II Trust in 2006.  The collateral backing these
classes consists of primarily first lien, adjustable-rate, Alt-A
mortgage loans.

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

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR3

  * Cl. II-B-2, Downgraded to Baa1, previously A2,
  * Cl. II-B-3, Downgraded to B1, previously Baa2.


SUBURBAN PROPANE: Posts $32.1 Mil. Net Loss in Qtr. Ended Sept. 29
------------------------------------------------------------------
Suburban Propane Partners L.P. disclosed Thursday results for the
fiscal 2007 fourth quarter and results for the fiscal year ended
Sept. 29, 2007.
   
Results for the three months ended Sept. 29, 2007, reflect 13
weeks of operations compared to 14 weeks in the prior year
quarter.

For the fourth quarter of fiscal 2007, the partnership's net loss
was $32.1 million, compared to a net loss of $21.0 million for the
fourth quarter of fiscal 2006.  Earnings before interest, taxes,
depreciation and amortization amounted to a loss of $12.4 million
for the fiscal 2007 fourth quarter, compared to a loss of
$2.8 million for the prior year quarter.
    
Revenues fell to $215.1 million in the fiscal 2007 fourth quarter
compared to revenues of $278.1 million in the fiscal 2006 fourth
quarter.

EBITDA and net loss for the fiscal 2007 fourth quarter included:
(i) a non-cash pension settlement charge of $3.3 million related
to accelerated recognition of actuarial losses in the  
partnership's defined benefit pension plan as a result of the
level of lump sum retirement benefit payments made during fiscal
2007; (ii) a gain of $700,000 from the sale of two customer
service centers considered to be non-strategic; and (iii) a non-
cash adjustment to the provision for income taxes - deferred taxes
of $3.8 million.
    
EBITDA and net loss for the fourth quarter of fiscal 2006
included: (i) a non-cash pension settlement charge of
$4.4 million; (ii) incremental professional services fees of
$4.0 million associated with the exchange of the general partner's
interests for common units that was consummated in October 2006;
(iii) a $1.6 million restructuring charge related primarily
to severance benefits associated with the partnership's field
realignment efforts, including the restructuring of its heating,
ventilation and air conditioning segment which began in the third
quarter of fiscal 2006; and (iv) a charge of $1.2 million within
cost of products sold to reduce the carrying value of non-fuel
inventory.
    
Retail propane gallons sold in the fourth quarter of fiscal 2007
decreased 11.6 million gallons, or 15.4%, to 63.9 million gallons
compared to 75.5 million gallons in the prior year quarter.  Sales
of fuel oil and other refined fuels decreased 7.6 million gallons,
or 37.1%, to 12.9 million gallons during the fourth quarter of
fiscal 2007 compared to 20.5 million gallons in the prior year
quarter.  The decrease in retail gallons is primarily attributed
to the impact of the additional week of operations in the prior
year quarter, as well as from customer conservation in the
high energy price environment and the partnership's ongoing
efforts to improve its customer mix by strategically exiting
certain lower margin business in both segments.
    
Revenues from the distribution of propane and related activities
of $154.0 million in the fourth quarter of fiscal 2007 decreased
$35.6 million, or 18.8%, compared to $189.6 million in the prior
year quarter, primarily due to the impact of lower volumes, offset
to an extent by higher average selling prices.  Revenues of
$33.0 million from distribution of fuel oil and other refined
fuels decreased $18.1 million, or 35.4%, from $51.1 million in the
prior year quarter, primarily as a result of lower volumes.
    
Revenues in the natural gas and electricity marketing segment
decreased $3.4 million, or 18.5%, to $15.0 million in the fourth
quarter of fiscal 2007 compared to $18.4 million in the prior year
quarter, primarily due to lower volumes.  Revenues in the HVAC
segment decreased $5.4 million, or 31.6%, to $11.7 million from
$17.1 million in the prior year quarter, primarily as a result of
the partnership's decision to reduce the level of HVAC  
installation activities as part of its restructuring of the HVAC
segment that began during the third quarter of fiscal 2006.
    
                     Fiscal Year 2007 Results

Net income of $127.3 million increased $36.6 million, or 40.4%,
compared to net income of $90.7 million in fiscal 2006.  Fiscal
2007 EBITDA amounted to $197.8 million, an increase of
$32.5 million, or 19.7%, compared to $165.3 million for fiscal
2006.
    
The improvement in year-over-year results reflects the
partnership's efforts over the past two years to drive
efficiencies, streamline its operating footprint and reduce its
cost structure.  

Revenues from the distribution of propane and related activities
of $1.02 billion million in fiscal 2007 decreased $61.8 million,
or 5.7%, compared to $1.08 billion billion in fiscal 2006,
primarily due to lower volumes, offset to an extent by higher
average selling prices in line with higher product costs.  
Revenues of $262.1 million from distribution of fuel oil and other
refined fuels decreased $94.4 million, or 26.5%, from
$356.5 million in the prior year, primarily as a result of
lower volumes, partially offset by higher average selling prices.
    
Revenues in the natural gas and electricity marketing segment
decreased $27.7 million, or 22.7%, to $94.4 million in fiscal 2007
primarily from lower volumes and lower average selling prices for
both natural gas and electricity.  Revenues in the HVAC segment
decreased $30.8 million, or 35.3%, to $56.5 million in fiscal 2007
from $87.3 million in the prior year, primarily as a result of the
decision during the third quarter of fiscal 2006 to reorganize the
HVAC segment and to reduce the level of HVAC installation
activities.  
    
On Oct. 2, 2007, the partnership announced that its operating
subsidiary, Suburban Propane L.P., completed the previously
announced sale of its Tirzah, South Carolina underground granite
propane storage cavern, and associated 62-mile pipeline, for
approximately $54.0 million in net proceeds.  As a result of this
sale, a gain of approximately $43.7 million will be reported
within discontinued operations in the partnership's results for
the first quarter of fiscal 2008.  The results of operations
from the Tirzah facilities have been reported within discontinued
operations for all periods presented.  Because the transaction
closed subsequent to the end of fiscal 2007, the partnership's
cash on hand at Sept. 29, 2007, does not include the  
$54.0 million of net proceeds from the sale.
    
On Oct. 25, 2007, the partnership announced that its Board of
Supervisors declared the fifteenth increase (since the
partnership's recapitalization in 1999) in the partnership's
quarterly distribution from $0.7125 to $0.75 per common unit for
the three months ended Sept. 29, 2007.  On an annualized basis,
this increased distribution rate equates to $3.00 per common unit,
an increase of $0.15 per common unit from the previous
distribution rate.  The $0.75 per common unit distribution was
paid on Nov. 13, 2007, to common unitholders of record as of
Nov. 6, 2007.
    
In announcing these results, chief executive officer Mark A.
Alexander said, "We are extremely pleased with our second
consecutive year of record earnings.  Our fiscal 2007 results
reflect the benefits of several major initiatives that we  
undertook to streamline our operating footprint, restructure our
HVAC business segment, fine-tune our customer mix, improve
operating efficiencies, and further strengthen our balance sheet.
These efforts have delivered benefits directly to our bottom line
with earnings growth of nearly 20% over the prior year, despite
lower volumes driven primarily by the continued high price energy
environment and customer conservation.  Our improved results have
also allowed us to deliver increasing value to our unitholders
with our annualized distribution rate now at $3.00 per common unit
- a growth rate of 13% over the prior year."

                      About Suburban Propane

Headquartered in Whippany, New Jersey, Suburban Propane Partners
L.P. (NYSE: SPH)-- http://www.suburbanpropane.com/-- is a  
publicly-traded master limited partnership listed on the New York
Stock Exchange.  The partnership serves the energy needs of
approximately 1,000,000 residential, commercial, industrial and
agricultural customers through more than 300 locations in 30
states.

                          *     *     *

Suburban Propane Partners L.P. still carries Fitch Ratings
Services 'B+' long term foreign issuer credit and 'B+' long term
local issuer credit ratings, which were placed on Oct 24, 2005.  
Outlook is stable.


SYLVEST FARMS: Court Denies Administrator's Case Conversion Plea
----------------------------------------------------------------
The Honorable Benjamin G. Cohen of the United States Bankruptcy
Court for the District of Alabama denied J. Thomas Corbett, the
chief deputy bankruptcy administrator of Sylvest Farms Inc. and
its debtor-affiliates' Chapter 11 case, request to convert the
Debtors' case into a Chapter 7 liquidation proceeding, or in the
alternative, dismiss the Debtors' case.

Judge Cohen denied Mr. Corbett's request for reason stated in the
open court.

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Mr. Corbett argued that the Debtors' have failed to, among others:

   a. file bank statements and operating reports for the months
      ending June 30, July 31 and Aug. 31, 2007;

   b. pay quarterly fee for the quarter ending June 30, 2007; and

The Debtors also failed to transmit a statement of disbursement
made during the quarter ending June 30, 2007, Mr. Corbett added.

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets          
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  R. Scott Williams, Esq., at
Haskell Slaughter Young & Rediker LLC represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated their total
assets and debts at $50 million to $100 million.


TOWER AUTOMOTIVE: Reaches Settlement Resolving Michigan's Claim
---------------------------------------------------------------
The Tower Automotive Post-Consummation Trust, the trust that has
represented Tower Automotive, Inc., and its affiliates following
their emergence  from bankruptcy protection and the effective date
of their reorganization plan, has reached a settlement with
respect to business and use taxes due to the State of Michigan.

The State of Michigan submitted proofs of claim against TAI's
affiliates.

On July 17, 2005, the State of Michigan Department of Treasury
filed Claim No. 6394 against Tower Automotive Michigan, LLC, for
$1,994, which was subsequently amended and superseded by Claim
No. 6419 for $313,821 and Claim No. 6504 for $301,877.

On July 28, 2007, Michigan filed Claim No. 6420 against Tower
Automotive Plymouth, Inc., for $10,772,667 and Claim No. 6395 for
$500,456.  The Claims were subsequently amended and superseded by
Claim No. 6499 for $10,302,488, Claim No. 6517 for $11,690,291,
Claim No. 6686 for $11,689,834 and Claim No. 6724 for $4,643,767.

Michigan also filed Claim No. 6421 against Tower Automotive
Products, Co., for $10,272,211, which was subsequently amended
and superseded by Claim No. 6498 for $10,302,032.

The Debtors filed their 22nd Omnibus Claims Objection seeking to
expunge Michigan's claims as amended or duplicative.

As a result of arm's-length negotiations and an exchange of
information, the Post-Consummation Trust and Michigan has agreed
that:

    -- Claim No. 6504 will be reduced and fixed for $46,799 and
       will be entitled to treatment as a priority tax claim
       against the TAM estate;

    -- Claim No. 6724 will be reduced and fixed for $19,096 and
       will be entitled to treatment as a priority tax claim
       against the TAP estate;

    -- Claim No. 6498 will be reduced and fixed for $32,645 and
       will be entitled to treatment as a priority tax claim
       against the TAPC estate;

    -- The Fixed Claims supersede the claims that the Debtors        
       scheduled in favor of Michigan will be deemed immediately
       expunged without further Court order; and

    -- the Debtors' 22nd Omnibus Objection will be deemed
       settled.

The Court-confirmed First Amended Joint Plan of Reorganization of
TAI and its affiliates provides that priority tax claims will
paid in full and unimpaired under the Plan.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- (OTC Bulletin Board: TWRAQ)
is a global designer and producer of vehicle structural components
and assemblies used by every major automotive original equipment
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM,
Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  On July 11, 2007, the Court
confirmed the Debtors' Amended Chapter 11 Plan and the Debtors
emerged from Chapter 11 on July 31, 2007.  (Tower Automotive
Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRIGEM COMPUTER: Representatives File Third Section 1518(1) Report
------------------------------------------------------------------
Charles D. Axelrod, Esq., at Stutman Treister & Glatt PC, in Los
Angeles, California, on behalf of Il-Hwan Park, the foreign
representative for TriGem Computer, Inc., delivered to the U.S.
Bankruptcy Court for the Central District of California a third
report pursuant to Section 1518(1) of Chapter 15 of the
Bankruptcy Code on October 11, 2007, and a fourth status report
on November 8, 2007.

Mr. Axelrod says that the individual shareholders of TriGem Inc.
have filed an appeal with respect to the Korea Bankruptcy Court's
order confirming TriGem's final amended plan of reorganization.  
The shareholders, Mr. Axelrod relates, were not pleased with the
reduction of TriGem's capital contemplated by the final amended
plan.

TriGem executed in July and August 2007 a memorandum of
understanding and an investment agreement with Celrun Co. Ltd.,
with respect to Celrun's acquisition of TriGem's business.

Prior to October 11, 2007, parties-in-interest in TriGem's
Foreign Proceeding approved a final amendment to TriGem's plan,
which incorporated the terms of the Second M&A Tender.  A draft
plan amendment was filed September 13.  A final plan amendment
was filed September 20.

The parties-in-interest to the case approved the final plan
amendments on October 4 by the required votes.  The Korea
Bankruptcy Court subsequently confirmed TriGem's final amended
plan.

TriGem's reorganization plan calls for the sale of the company's
assets through a merger and acquisition type transaction.  The
plan, which was initially confirmed by the Korean Court in
January 2006, needed to be implemented.  Otherwise, Mr. Park as
the Foreign Representative must submit a revised plan to
creditors for their approval and then to the Korean Court for
confirmation.  If the revised plan is not approved nor confirmed,
TriGem would automatically be put into a liquidation case.

Mr. Axelrod also reports that after November 4, 2007, additional
claims will begin to be paid after shares of new equity are
issued and after the reduction of capital that occurred on
November 4, 2007.

Since no injunctive relief was sought in connection with the
individual shareholders' appeal, all actions scheduled to take in
the Foreign Proceeding will still occur, except for the issuance
of a final decree by the Korea Bankruptcy Court, according to Mr.
Axelrod.

Mr. Axelrod relates that the Korea Bankruptcy Court will not
issue a final decree in TriGem's Foreign Proceeding until the
individual shareholders' appeal is resolved by settlement or the
Korea Bankruptcy Court denies the appeal.

Moreover, in the ordinary course of affairs in South Korea,
resolution of the individual shareholders' appeal will take a
least one month if a settlement is achieved; three to six months
for the normal appellate process; or about one year if the case
is forwarded to the Korea Supreme Court.

A full-text copy of TriGem's status report dated October 11,
2007, is available at no charge at:

           http://ResearchArchives.com/t/s?2582

http://chapter15.com/c15_files/20071024/0017ForeignRepStatusReport
.pdf

A full-text copy of TriGem's status report dated November 8,
2007, is available at no charge at:

          http://ResearchArchives.com/t/s?2583

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year
to clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod,
Esq., at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed
for chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif.
Case No. 05-13972).  TriGem Texas, Inc., another affiliate of
the Debtor, also filed for  chapter 11 protection on June 8,
2005 (Bankr. C.D. Calif. Case No. 05-14047).

On Sept. 13, 2007, TriGem filed Draft Plan Amendments in Korea and
on September 20 filed a Final Plan Amendment.  The Korean Court
confirmed Trigem's Amended Plan on Oct. 4, 2007.  (TriGem
Bankruptcy News, Issue No. 12 Bankruptcy Creditors' Service, Inc.,
215/945-7000).


UNITED RENTALS: Moody's Affirms Ratings and Changes Outlook
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of United
Rentals, Inc. and United Rentals (North America) Inc., but changed
the rating outlook for both companies to Developing from Stable.  
The ratings were assigned on November 7, 2007 in relation to the
proposed financing for the leveraged acquisition of United Rentals
Inc. by Cerberus Capital Management, L.P.  

The change in rating outlook to developing considers the company's
November 14th announcement that Cerberus is unprepared to proceed
with the purchase of United Rentals under the terms of the merger
agreement and Cerberus' statement that it seeks dialogue with
United Rentals to negotiate a transaction on revised terms.  If
the acquisition by Cerberus proceeds under the existing terms the
outlook would likely be changed to stable, but if the transaction
is ultimately terminated the ratings on these entities would be
withdrawn.

In a related action Moody's placed the Caa1 ratings of the senior
unsecured and subordinated debt of United Rentals (North America)
Inc. and the Caa1 rating on the convertible quarterly income trust
preferred securities of United Rentals Trust I under review for
possible upgrade.  The ratings for these entities relate to the
existing debt of United Rentals in place prior to the proposed
acquisition transaction.  

These ratings were downgraded on November 7, when the ratings for
the new acquisition debt were assigned.  The downgrades considered
the subordination, relative to the new acquisition debt, that
would have occurred for any of these instruments that remained
outstanding after the acquisition, under the terms of tender and
consent offers that were made related to these instruments.  
However, if the proposed acquisition is not consummated the tender
and consents will not become effective and the company's capital
structure will remain unchanged.

In such an event the rating actions of November 7 would likely be
reversed. Consequently, the ratings of the senior unsecured,
subordinated, and QUIPS have been placed under review for possible
upgrade.  Prior to being downgraded the senior unsecured notes
were rated B1, LGD3, 45%; the subordinate notes were rated B3,
LGD5 81%; the QUIPS were rated B3, LGD6, 96%.  The Ba1 rating on
the senior secured bank credit facility of United Rentals (North
America) Inc. remains under review for possible downgrade.  It had
been anticipated that this facility would be repaid as part of the
acquisition transaction.  However, if the transaction does not
proceed it is expected that the facility rating would be confirmed
at Ba1.

Ratings Placed Under Review for Upgrade

United Rentals (North America), Inc.:

  -- $1000MM senior unsecured notes due 2012 under review for
     upgrade from Caa1, LGD6, 96%

  -- $525MM senior subordinate notes due 2013 under review for
     upgrade from Caa1, LGD6, 96%

  -- $375MM senior subordinate notes due 2014 under review for
     upgrade from Caa1, LGD6, 96%

  -- $144MM convertible subordinate notes due 2023 under review
     for upgrade from Caa1, LGD6, 96%

United Rentals Trust I:

  -- 6.5% convertible quarterly income preferred securities
     (QUIPS) under review for upgrade from Caa1 LGD 6, 96%

While Moody's notes that the probability of any acquisition
occurring has significantly reduced, the date on which the
acquisition bridge financing commitments expire is Jan. 22, 2008.  
Moody's will monitor developments in the transaction and expects
to conclude its review as greater clarity on the status of the
transaction emerges.

United Rentals, Inc. is the world's largest equipment rental
company. URI operates approximately 700 rental locations
throughout the United States, Canada and Mexico.  The company
maintains over 20,000 classes of rental equipment having an
original equipment cost of $4 billion.


US FARMS: Sept. 30 Balance Sheet Upside-Down by $104,224
--------------------------------------------------------
US Farms Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $3,492,597 in total assets and $3,596,821 in total
liabilities, resulting in a $104,224 total stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2,631,548 in total current assets
available to pay $3,470,965 in total current liabilities.

The company reported a net loss of $1,284,670 on net sales of
$2,726,294 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $1,249,706 on net sales of $214,509 in the same
period in 2006.

The increase in the net loss is primarily attributable to the
ramping up of US Farms operations in the agricultural sector and
the start-up of several subsidiaries.

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?257b

                       Going Concern Doubt

Gruber & Company LLC, expressed substantial doubt about US Farms'
ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006
and 2005.

The auditing firm pointed to the company's material
losses, negative current ratio, and stockholders deficit.

                         About US Farms

Headquartered in San Diego, California, US Farms Inc. (OBB:
USFI.OB) -- http://www.usfarmsinc.com/-- is a diversified  
commercial farming and nursery company.  The company grows,
markets and distributes horticultural products through a number of
wholly owned subsidiaries.  The horticultural products are sold
through supermarkets, home centers, retail merchandisers, garden
centers, re-wholesalers, and landscapers throughout the United
States and Canada.


VESTA INSURANCE: Gaines Plan Trustee Wants Nod on Settlement
------------------------------------------------------------
Kevin O'Halloran, in his capacity as J. Gordon Gaines, Inc.'s
Plan Trustee, asks the U.S. Bankruptcy Court for the Northern
District of Alabama to approve a settlement agreement he entered
into, on the Debtors' behalf, with the Debtors' former director
and officer David Lacefield.

Mr. Lacefield filed unsecured, priority and administrative claims
against the Debtors, asserting unpaid reimbursement and plan
contributions totaling $6,875, and a rejection damages claim for
more than $1,000,000.

After engaging in extensive arm's-length negotiations, the
parties reached a compromise and agreed that:

   (a) Mr. Lacefield is deemed to have an allowed administrative
       claim for $6,825;

   (b) The Gaines Trustee will pay Mr. Lacefield's Allowed Claim
       in accordance with the Debtors' Plan of Liquidation; and

   (c) All other claims filed by Mr. Lacefield are deemed
       withdrawn.

The Gaines Trustee, however, reserves the right to assert any
claim he may have as a defense or set off against any damages
claim or other affirmative recovery that the Debtors, or parties
on their behalf, may have against him.

The Gaines Trustee maintains that the Lacefield Settlement
advances the Debtors' objective to make a distribution to allowed
unsecured claimholders.

The Gaines Trustee adds that absent the settlement, Mr.
Lacefield's claims might be subjected to lengthy and expensive
litigation.  The Settlement, according to the Gaines Trustee,
removes any uncertainty and delay and eliminates substantial
litigation costs.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding         
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expires on Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


VESTA INSURANCE: Court Okays Florida Select's Texas SDR Settlement
-----------------------------------------------------------------
The Hon. Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama approves the settlement agreement
reached among Florida Select Insurance Agency, Inc., and the Texas
Receivership Entities, composed of Vesta Fire Insurance
Corporation, Vesta Insurance Corporation, Shelby Casualty
Insurance Corporation, Texas Select Lloyds Insurance Company, and
Select Insurance Services, Inc.

Prime Tempus, Inc., as the Texas Special Deputy Receiver, entered
into the agreement on behalf of the Texas Receivership Entities.

The Agreement settles certain claims and disputes among the
parties, arising from a Court-ordered liquidation in the Texas
Receivership Action in August 2006 that triggered canceling of
policies relating to Vesta Fire and other subsidiaries.

The Court-approved Settlement provides, among others, that:

   (1) Florida Select will transfer to SDR $461,887 out of
       certain accounts maintained at Bank of America; and
       
   (2) Florida Select's interest in $129,966 held in a
       certificate of deposit at First Commercial Bank will be
       released.

The Managing General Agency Agreement entered into by Florida
Select and Vesta Fire in November 2002 is deemed rejected by the
Debtors and terminated effective as of the Petition Date with no
rejection damages available for Vesta Fire, the Texas
Receivership Entities, or SDR.

                Background of the Settlement

The insurance company arm of Vesta Insurance Group had Vesta Fire
Insurance Corporation as its immediate parent corporation.  Vesta
Fire, a wholly owned subsidiary of Vesta Insurance Group, Inc.,
owned or controlled multiple insurance companies domiciled in
Texas, Florida and Hawaii:

The Insurance Subsidiaries are:

   * Texas Select Lloyds Insurance Co., Vesta Insurance Corp.,
     Shelby Casualty Co., and The Shelby Insurance Company, each
     domiciled in Texas

   * The Hawaiian Insurance & Guaranty Company, Limited,
     domiciled in Hawaii

   * Florida Select Insurance Co., domiciled in Florida

The Insurance Subsidiaries were licensed to provide property and
casualty insurance in various states, subject to governmental
regulations.  In November 2002, Florida Select entered into a
Managing General Agency Agreement with Vesta Fire.

In 2006, due to significant deterioration, Vesta and its
insurance subsidiaries were subjected to various rehabilitation
proceedings in Texas, Hawaii, and Florida.

The Texas Commissioner of Insurance was appointed as the
Permanent Receiver for the Texas Receivership Entities.  The
Receiver subsequently appointed Prime Tempus, Inc., as the
Special Deputy Receiver for the Texas Receivership Entities.

In August 2006, the Receivership Court ordered a liquidation in
the Texas Receivership Action, and triggered the process of
cancelling policies relating to Vesta Fire and other
subsidiaries.

The Texas SDR subsequently filed six claims against Florida
Select:

   Claim No.        Claim Amount     Filed on Behalf of
   ---------        ------------     ------------------
      13             $2,474,632      Vesta Fire

   16 to 20          unspecified     Various Texas
                                     Receivership Entities

                       Claims Settlement

To resolve the claims dispute, Florida Select and the Texas SDR
entered into a settlement, which provides that:

   (1) Florida Select will transfer to SDR $461,887 out of
       certain accounts maintained at Bank of America, without
       delay;

   (2) Upon receipt of the Settlement Amount, Florida Select will
       release its interest in $129,966, held in a certificate of
       deposit at First Commercial Bank;

   (3) The unliquidated proofs of claim will be deemed withdrawn
       with prejudice;

   (4) The Vesta Fire claim will be deemed allowed as an
       unsecured claim for $1,882,758; and

   (5) The MGA Agreement will be deemed rejected by the Debtors
       and terminated effective as of the Petition Date, with no
       rejection damages available for Vesta Fire, the Texas
       receivership Entities, or SDR; and

   (6) The Texas Receivership Entities and the Debtors will
       release each other from all claims, other than third party
       claims and the Vesta Fire allowed claim.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding         
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expires on Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WACO ACQUISITIONS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: Waco Acquisitions, Inc.
             3955 Alexandria Pike
             Cold Spring, KY 4107

Bankruptcy Case No.: 07-15630

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        A.F.M. 802, Inc.                           07-15631
        A.F.M. 803, Inc.                           07-15632
        A.F.M. 804, Inc.                           07-15634
        A.F.M. 808, Inc.                           07-15635
        A.F.M. 809, Inc.                           07-15636
        A.F.M. 811, Inc.                           07-15637
        A.F.M. 813, Inc.                           07-15638
        A.F.M. 817, Inc.                           07-15639

Type of Business: The company, along with its affiliates, operate
                  convenience stores in Ohio and Kentucky.  Some
                  of its operations include the retail sale of
                  gasoline.  Waco Acquisition is a wholly-owned
                  subsidiary of Petro Acquisitions, Inc.

                  Additional detail of the Debtors' bankruptcy
                  filing can be found under the Petro Acquisition
                  story published in today's Troubled Company
                  Reporter.

Chapter 11 Petition Date: November 17, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug Jr.

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

Debtors' consolidated financial condition as of July 15, 2007:

    Total Assets: $12,662,827

    Total Debts:  $25,536,402

The Debtors did not file a list of their 20 largest unsecured
creditors.


WESTERN SPRINGS: Moody's Lowers Ratings on Seven Note Classes
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Western
Springs CDO Ltd. on review for possible downgrade:

Class Description: $200,000,000 Class A-1 First Priority Senior
                   Secured Floating Rate Notes;

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

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

Class Description: $125,000,000 Class A-2 Second Priority Senior
                   Secured Floating Rate Notes;

Prior Rating: Aaa
Current Rating: A1, on review for possible downgrade

Class Description: $64,000,000 Class A-3 Third Priority Senior
                   Secured Floating Rate Notes;

Prior Rating: Aaa

Current Rating: Baa1, on review for possible downgrade

Class Description: $20,000,000 Class B Fourth Priority Senior
                   Secured Floating Rate Notes;

Prior Rating: Aa2
Current Rating: Ba2, on review for possible downgrade

Class Description: $9,500,000 Class C Fifth Priority Senior
                   Secured Floating Rate Notes;

Prior Rating: Aa3
Current Rating: Ba3, on review for possible downgrade

Class Description: $28,000,000 Class D Sixth Priority Mezzanine
                   Secured Deferrable Floating Rate Notes;

Prior Rating: A2
Current Rating: Caa1, on review for possible downgrade

Class Description: $14,500,000 Class E Seventh Priority Mezzanine
                   Secured Deferrable Floating Rate Notes;

Prior Rating: Baa2
Current Rating: Caa3, on review for possible downgrade

Moody's also downgraded this note:

Class Description: $16,250,000 Class F Eighth Priority Mezzanine
                   Secured Deferrable Floating Rate Notes.

Prior Rating: Baa3
Current Rating: Ca

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


WESTMORELAND COAL: Receives Non-Compliance Notice from AMEX
-----------------------------------------------------------
Westmoreland Coal Company has received a notice from the staff of
the American Stock Exchange on Nov. 14, 2007, advising that as a
result of the company's failure to timely file with the Securities
and Exchange Commission the company's quarterly report on Form 10-
Q for the quarter ended Sept. 30, 2007, the company is not in
compliance with the Amex's continued listing standards as provided
in Sections 134 and 1100 of the Amex Company Guide.

The company has submitted a plan advising the Amex of the action
the company has taken, or will take, to bring the company into
compliance.

The company was unable to timely file the Form 10-Q because it
continues to be engaged in the restatement of post-retirement
benefit liabilities.

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States and a developer of
independent power projects.  The company's coal operations include
coal mining in the Powder River Basin in Montana and lignite
mining operations in Montana, North Dakota and Texas.  Its current
power operations include ownership and operation of the two-unit
ROVA coal-fired power plant in North Carolina, an interest in a
natural gas-fired power plant in Colorado, and the operation of
four power plants in Virginia.

At June 30, 2007, the company's balance sheet showed total assets
of $764 million, and total liabilities of  $885.2 million,
resulting to a total shareholders' deficit of $121.2 million.


WHX CORP: Sept. 30 Balance Sheet Upside-Down by $78.5 Million
-------------------------------------------------------------
WHX Corp.'s consolidated balance sheet at Sept. 30, 2007, showed
$461.3 million in total assets and $539.8 million in total
liabilities, resulting in a $78.5 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $216.0 million in total current
assets available to pay $356.8 million in total current
liabilities.

Net loss for the third quarter of 2007 was $13.7 million, compared
to net income from continuing operations of $2.2 million for the  
third quarter of 2006.  Including discontinued operations, net
income was $5.1 million for the third quarter of 2006.  

Net sales for the third quarter of 2007 increased by
$60.8 million, or 50%, to $182.4 million, as compared to
$121.6 million in the third quarter of 2006.  The Bairnco  
acquisition contributed $49.9 million in net sales for the
third quarter of 2007.  

Selling, general and administrative expenses increased
$18.1 million to $33.6 million, or 18.4% of net sales, in the
third quarter of 2007 from $15.6 million, or 12.8% of net sales,
in the comparable 2006 period.  The 2007 period includes
$15.9 million of SG&A expenses of Bairnco which was acquired in
April 2007, and such SG&A expenses reflect $1.5 million of
non-recurring charges for acquired research and development and
$800,000 for acquired backlog.  It also includes amortization of
$800,000 due to the intangibles acquired in the Bairnco  
acquisition.  Amortization of intangibles also increased $500,000  
relating to intangibles from the roofing fastener business  
acquired by the company in December 2006.  In  addition, there
were increases in legal, auditing and consulting fees of
$1.1 million and non-cash stock-based compensation expense related
to stock options and special incentive arrangements of $700,000.

Operating loss for the third quarter of 2007 was $1.7 million  
compared to operating income of $8.7 million for the third  
quarter of 2006.

Interest expense for the third quarter of 2007 increased
$4.9 million to $10.7 million from $5.8 million in the third
quarter of 2006.  Bairnco interest was $3.4 million of the  
increase, the remainder of the increase in interest expense was
principally due to additional borrowings after the third quarter
of 2006.  In addition, WHX borrowed $15.0 million in April 2007 in
connection with the Bairnco acquisition.

In the second quarter of 2005, all operations  of the wire and
cable business were concluded.  Accordingly, these businesses are
reported as discontinued operations in 2006.  A gain on the
disposal of assets, net of tax, of $2.9 million in the
third quarter of 2006 reflects a gain on the sale of the land and  
building formerly used in the wire and cable business.

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?257d

                            Liquidity

Included in the company's current liabilities of $356.8 million as
of Sept. 30, 2007 is a total of $124.2 million of loan principal,  
interest, and manditorily redeemable preferred stock payable to
Steel, a related party.  Such amounts are expected to be either  
partially or totally repaid after the completion of a proposed
rights offering.  As of Sept. 30, 2007, the majority of the
company's debt has been classified as short-term since its
maturity date is within twelve months; whereas as of Dec. 31,  
2006, such debt was classified as long-term since its maturity
date exceeded one year.  If the company cannot refinance H&H's
debt that is due on June 30, 2008, there can be no assurance that
H&H will be able to continue to operate its business or to provide
WHX with additional capital to fund its operations.  Bairnco's
bank debt was refinanced in July 2007 with a new scheduled
maturity of 2012.  Additionally, at times over the past several
years,  H&H has not been in compliance with certain of its bank  
covenants and has obtained a number of waivers from its lenders
related to such covenants.

                         Rights Offering

On Oct. 18, 2007, the company filed a registration statement on
Form S-1 with the Securities and Exchange Commission for a rights
offering to its existing stockholders.  The rights offering will
be made through the distribution of non-transferable subscription
rights to purchase shares of the company's common stock, par value
$0.01 per share, at a subscription price to be determined.  
Assuming the rights offering is fully subscribed, the company
will receive gross proceeds of approximately $170 million, less
expenses of the rights offering.  The company intends to use the
proceeds of the rights offering to redeem preferred stock issued
by a wholly-owned subsidiary of the company and to reduce its
debt.

                        About WHX Corp.

Headquartered in Rye, New York, WHX Corporation (Pink Sheets:
WXCP.PK) -- http://www.whxcorp.com/-- is a holding company that   
invests in and manages a group of businesses.  WHX's primary
business are: Handy & Harman, a diversified manufacturing company
and the "parent" of a family of materials engineering and
specialty manufacturing companies and Bairnco, a diversified
multinational company that operates under the names Arlon (Graphic
films and flexible substrates, Engineered Coated Products,
Materials for Electronics, Silicone Technologies) and Kasco
(replacement products and services).  The company filed for
chapter 11 protection on March 7, 2005 (Bankr. S.D.N.Y. Case No.
05-11444).  WHX Corp. emerged from bankruptcy on July 29, 2005.


XEROX CORP: Solid Position Prompts Moody's to Lift Ratings
----------------------------------------------------------
Moody's Investors Service raised the ratings of Xerox Corporation
and supported subsidiaries, upgrading Xerox's senior unsecured
rating to Baa2 from Baa3.  The upgrade reflects the company's
solid competitive position in the mature and competitive office
equipment sector, its good business execution, continued progress
in building its installed base of equipment that drives its post
sales annuity revenue, stable profitability, and solid free cash
flow generation.  The accelerated reduction of secured debt also
supports the upgrade, as does Xerox's disciplined financial
philosophy with respect to maintaining strong balance sheet
liquidity and modest financial leverage.  The outlook is positive.

The positive outlook considers the company's good prospects for
continuing to grow its installed base of equipment and maintain or
enhance operating performance levels.  To the extent that
management maintains good financial discipline as it seeks to grow
revenue, the rating could have upward pressure over time.

Over the next year, Moody's expects modest, low single digit
revenue growth driven by the post sale revenue that follows
equipment sales.  Xerox has demonstrated good unit installation
activity with customers over the last several quarters, which its
strong product lineup should continue to support, with 39 new
product introductions this year and good business execution.

"While Moody's anticipates consistent operational execution and
stable operating margins in the 8% to 9% range, product pricing
remains very competitive, especially with the faster growing color
copiers, where Xerox is well positioned," says Moody's Richard
Lane.  "This will require continued focus on operational
efficiencies and cost management."

Importantly, the company continues to consistently reduce the
level of secured debt in its capital structure.  Since the peak
balance of $4.9 billion in December 2004, Xerox has reduced its
secured debt to just over $400 million at October 2007.  Moody's
expects this will decline to around $300 million by fiscal year
end December 2007 and approach zero by the end of 2008.

Liquidity remains solid, with cash balances of $848 million at
September 2007 plus access to a $2.0 billion unsecured revolving
credit facility, for which covenant room is expected to remain
ample. Combined with expectations of stable annual free cash flow
($1.5 billion for the latest twelve months ended September 2007),
Moody's views Xerox as well positioned:

    (1) to meet aggregate public debt maturities of approximately
        $625 million through 2008;

    (2) to address potential calls on liquidity related to
        outstanding shareholder litigation;

    (3) to repurchase common stock;

    (4) to potentially reinstate a common dividend, and

    (5) to make modest sized acquisitions, such as the recent
        purchases of Advectis.

Ratings raised include:

Xerox Corporation:

   * Senior unsecured to Baa2 from Baa3
   * Trust preferred to Baa3 from Ba1

Xerox Credit Corporation:

   * Senior unsecured to Baa2 from Baa3
     (support agreement from Xerox Corporation)

Xerox Corporation, headquartered in Norwalk, Connecticut,
develops, manufactures and markets document processing systems and
related supplies, and provides consulting and outsourcing document
management services.


* Bridge Associates Names John Pidcock as Director
--------------------------------------------------
Bridge Associates LLC has named John Pidcock as Director of the
Creditor Recovery Services practice.

Bridge said that it is  delighted to have Mr. Pidcock heading
this key practice area.  He has a strong reputation in maximizing
recoveries for creditors in the post confirmation arena, an area
to which he brings both a wealth of knowledge and experience,"
said Anthony Schnelling, Co-Founder and Managing Director.

Mr. Pidcock joined Bridge Associates LLC in 2002.  He has been
instrumental in the success of many of Bridges largest and most
complex post confirmation engagements and is ideally placed to
grow this practice area for the firm.

Prior to joining Bridge, Mr. Pidcock was a manager in the
Reorganization Services Group of Deloitte Consulting, where he was
involved in numerous engagements and turnaround projects in the
retail, manufacturing, healthcare and telecom industries.

                    About Bridge Associates

Bridge Associates, LLC -- http://www.bridgellc.com/-- is a   
leading turnaround, crisis and interim management firm, providing
a wide range of professional services to troubled enterprises.  
Headquartered in New York City, Bridge professionals operate
nationwide from offices located in Tampa, Cleveland, Tulsa,
Houston, and Chicago.


* Moody's Junks Rating on Credit Default Swap Reference CN100985
----------------------------------------------------------------
Moody's Investors Service downgraded and placed this notes issued
by Credit Default Swap Reference CN100985 on review for possible
downgrade:

Class Description: $10,000,000 Credit Default Swap due
                   October 12, 2052

Prior Rating: A1

Current Rating: Caa3, on review for possible downgrade

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


* Moody's Takes Rating Actions on Various Transactions
------------------------------------------------------
Moody's Investors Service has issued press releases on these
rating actions:

                         Downgrades
                         
Alcoa of Australia Limited
  -- LT Issuer Rating ... to A3 from A1
  -- Capital Issuing GmBH
  -- $ 219.41M affected
  -- BACKED Preferred Stock ... to Baa1 from A3

Citigroup Mortgage Loan Trust 2006-4
  -- $ 14.43M affected
  -- STRUCT. Subordinate ... to Baa3 from Baa2

Citigroup Mortgage Loan Trust 2006-AR6
  -- $ 34.87M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A2
  -- STRUCT. Senior Subordinate ... to Ba1 from Baa2
  -- STRUCT. Senior Subordinate ... to Ba3 from Baa3

Citigroup Mortgage Loan Trust 2006-FX1
  -- $ 33.26M affected
  -- STRUCT. Senior Subordinate ... to Ba1 from Baa3

Citigroup Mortgage Loan Trust 2006-WF1
  -- $ 62.63M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A2
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa2
  -- STRUCT. Senior Subordinate ... to B1 from Baa3
  -- STRUCT. Senior Subordinate ... to Caa2 from Ba1

Citigroup Mortgage Loan Trust 2006-WF2
  -- $ 96.72M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A2
  -- STRUCT. Senior Subordinate ... to Ba1 from Baa2
  -- STRUCT. Senior Subordinate ... to B3 from Baa3
  -- STRUCT. Senior Subordinate ... to Caa3 from Ba1

Citigroup Mortgage Loan Trust Series 2005-8
  -- $ 35.03M affected
  -- STRUCT. Subordinate ... to Baa3 from Baa2

Citigroup Mortgage Loan Trust Series 2005-10
  -- $ 40.36M affected
  -- STRUCT. Subordinate ... to A3 from A2
  -- STRUCT. Subordinate ... to Ba2 from Baa2
  -- DAPO International Finance N.V.
  -- $ 15.65B affected
  -- BACKED Senior Unsecured MTN ... to A2 from A1
  -- BACKED Subordinate MTN ... to A3 from A2

Deutsche Apotheker- und Aerztebank eG
  -- $ 22.71B affected
  -- Senior Unsecured ... to A2 from A1
  -- Senior Unsecured MTN ... to A2 from A1
  -- LT Bank Deposits ... to A2 from A1
  -- LT Deposit Note/CD Program ... to A2 from A1
  -- Bank Financial Strength ... to C from C+
  -- Subordinate ... to A3 from A2
  -- Subordinate MTN ... to A3 from A2

First Franklin Mortgage Loan Trust 2004-FF3
  -- $ 291.32M affected
  -- STRUCT. Senior Subordinate ... to Baa3 from Baa1
  -- STRUCT. Subordinate ... to B1 from Ba1
  -- STRUCT. Subordinate ... to Ca from B1
  -- STRUCT. Subordinate ... to C from B3

First Franklin Mortgage Loan Trust 2004-FFH1
  -- $ 291.32M affected
  -- STRUCT. Senior Subordinate ... to Baa2 from A1
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa3
  -- STRUCT. Senior Subordinate ... to Caa1 from Ba1
  -- STRUCT. Senior Subordinate ... to C from Caa1
  -- STRUCT. Senior Subordinate ... to C from Caa3

MoneyGram International
  -- $ 2.00B affected
  -- LT Issuer Rating ... to Ba1 from Baa3
  -- Senior Unsec. Shelf ... to (P)Ba1 from (P)Baa3
  -- Subordinate Shelf ... to (P)Ba2 from (P)Ba1
  -- Preferred Shelf ... to (P)Ba3 from (P)Ba2
  -- Preferred shelf -- PS2 ... to (P)Ba3 from (P)Ba2

RASC Series 2004-KS1 Trust
  -- $ 140.25M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A2
  -- STRUCT. Senior Subordinate ... to Ba3 from Baa2
  -- RASC Series 2004-KS2 Trust
  -- $ 148.85M affected
  -- STRUCT. Senior Subordinate ... to Ba1 from Baa2
  -- STRUCT. Senior Subordinate ... to Ba3 from Baa2

RASC Series 2004-KS3 Trust
  -- $ 99.19M affected
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa2
  -- RASC Series 2004-KS5 Trust
  -- US$ 156.81M affected
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa2

RASC Series 2004-KS6 Trust
  -- $ 137.00M affected
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa2

RASC Series 2004-KS8 Trust
  -- $ 88.00M affected
  -- STRUCT. Senior Subordinate ... to Ba1 from Baa2

RASC Series 2004-KS10 Trust
  -- $ 177.00M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A3
  -- STRUCT. Senior Subordinate ... to Baa3 from Baa1
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa2
  -- STRUCT. Senior Subordinate ... to B1 from Baa3
  -- STRUCT. Subordinate ... to B3 from Ba1

RASC Series 2004-KS11 Trust
  -- $ 122.50M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A3
  -- STRUCT. Senior Subordinate ... to Baa3 from Baa1
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa2
  -- STRUCT. Senior Subordinate ... to B1 from Baa3
  -- STRUCT. Subordinate ... to B3 from Ba1

RASC Series 2004-KS12 Trust
  -- $ 115.50M affected
  -- STRUCT. Senior Subordinate ... to Ba1 from Baa2
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa3
  -- STRUCT. Subordinate ... to B2 from Ba1

Vulcan Materials Company
  -- $ 379.00M affected
  -- Senior Unsecured ... to A3 from A1
  -- Senior Unsecured MTN ... to A3 from A1
  -- LT Issuer Rating ... to A3 from A1
  -- Commercial Paper ... to P-2 from P-1

                           Upgrades
                           
E. Sun Commercial Bank, Ltd.
  -- LT Bank Deposits ... to Baa1 from Baa2
  -- LT Deposit Note/CD Program ... to Baa1 from Baa2
  -- ST Bank Deposits ... to P-2 from P-3
  -- ST Deposit Note/CD Program ... to P-2 from P-3
  -- NSR LT Bank Deposits ... to Aa3.tw from A1.tw

E. Sun Financial Holding Company Limited
  -- $ 154.85M affected
  -- LT Issuer Rating ... to Baa2 from Baa3
  -- ST Issuer Rating ... to P-2 from P-3
  -- NSR LT Issuer Rating ... to A1.tw from A2.tw
  -- NSR Subordinate ... to A2.tw from A3.tw
  -- NSR ST Issuer Rating ... to TW-1 from TW-2

JMAC2 Trust
  -- $ 1000.64M affected
  -- STRUCT. Senior Secured ... to Aaa from Aa1

                Review for Possible Downgrade
               
Capital Issuing GmBH
  -- $ 219.41M may be affected
  -- BACKED Preferred Stock ... Baa1

DAPO International Finance N.V.
  -- $ 15.65B may be affected
  -- BACKED Senior Unsecured MTN ... A2
  -- BACKED Subordinate MTN ... A3

Deutsche Apotheker- und Aerztebank eG
  -- $ 22.67B may be affected
  -- Senior Unsecured ... A2
  -- Senior Unsecured MTN ... A2
  -- LT Bank Deposits ... A2
  -- LT Deposit Note/CD Program ... A2
  -- Bank Financial Strength ... C
  -- Subordinate ... A3
  -- Subordinate MTN ... A3
  
Empresa Brasileira de Telecomunicacoes S.A.
  -- $ 179.63M may be affected
  -- LT Issuer Rating ... Baa3
  -- BACKED Senior Unsecured ... Baa3
  -- NSR LT Issuer Rating ... Aaa.br

First Franklin Mortgage Loan Trust 2004-FFH1
  -- $ 39.69M may be affected
  -- STRUCT. Senior Subordinate ... Aa2
  -- STRUCT. Senior Subordinate ... Aa3

MoneyGram International
  -- $ 2.00B may be affected
  -- LT Corporate Family Ratings ... Ba1
  -- LT Issuer Rating ... Ba1
  -- Senior Unsec. Shelf ... (P)Ba1
  -- Subordinate Shelf ... (P)Ba2
  -- Preferred Shelf ... (P)Ba3
  -- Preferred shelf -- PS2 ... (P)Ba3

                  Review for Possible Upgrade
                  
United Rentals (North America), Inc.
  -- $ 4.09B may be affected
  -- Senior Unsecured ... Caa1
  -- Senior Subordinate ... Caa1
  -- BACKED Senior Subordinate ... Caa1

United Rentals Trust I
  -- $ 474.00M may be affected
  -- BACKED Preferred Stock ... Caa1

                          Assignments

BA Credit Card Trust, BAseries (formerly MBNA credit Card Master
Note Trust, MBNAseries)
  -- $ 0.00M Cl. C (07-04) COLL NOTES due 2009 ... (P)Baa2

CIF Euromortgage, Obligations Foncieres
  -- EUR 125.00M Ser. 36 COVERED BONDS due 2011 ... Aaa

DnB NOR Boligkreditt AS
  -- EUR 1500.00M Series 5 COVERED BONDS due 2011 ... Aaa

Goodman Plus Trust
  -- $A SUB FLT RT AUSTRALIAN BONDS ... Baa2

Hedged Mutual Fund Fee Trust 2007-2
  -- $ 0.00M Series 2007-2 Class 1 COLL NOTES due 2015 ...
     (P)Aa2
  -- $ 0.00M Series 2007-2 Class 2 COLL NOTES due 2015 ...
     (P)Aa3

Macquarie Financial Holdings Limited
  -- $A ISSUER RATING ... A2
  -- $A ISSUER RATING ... P-1
  -- Frgn.Cur. ISSUER RATING ... A2
  -- Frgn.Cur. ISSUER RATING ... P-1

Macquarie Group Limited
  -- $A ISSUER RATING ... A2
  -- $A ISSUER RATING ... P-1
  -- Frgn.Cur. ISSUER RATING ... A2
  -- Frgn.Cur. ISSUER RATING ... P-1

Maryland Trust 2006-IV
  -- $ 85.23M 6.08% 2007 Ser. A COLL NOTES due 2067 ... A1

MoneyGram International
  -- $ CORPORATE FAMILY RATING ... Ba1

Oversea-Chinese Banking Corp Ltd
  -- Sing.$ SUB NOTES due 2017 ... Aa2

SEB AB - Covered Bonds
  -- EUR 1000.00M Benchmark Euro Covered Bond COVERED BONDS due
     2012 ... (P)Aaa
  -- SMBC 16th RMBS Special Purpose Company
  -- JpnY 36500.00M Specified Bonds PASS-THRU CTFS due 2044
     ... Aaa

SMBC Residential Mortgage Trust Certificates No.16
  -- JpnY 36500.00M Senior Trust Certificates Class A1 PASS-
     THRU CTFS due 2044 ... Aaa
  -- JpnY 39000.00M Senior Trust Certificates Class A2 PASS-
     THRU CTFS due 2044 ... Aaa

Savings Bank of Ukraine
  -- UAH 200.00M Ser. B BONDS due 2013 ... Baa2
  -- UAH 300.00M Ser. A BONDS due 2011 ... Baa2
  -- UAH 200.00M Ser. B BONDS due 2013 ... Aaa.ua
  -- UAH 300.00M Ser. A BONDS due 2011 ... Aaa.ua

                         Withdrawals

Bombardier Rec Products, Inc.
  -- BACKED Senior Secured Bank Credit Facility ... Formerly B1
  -- BACKED Senior Secured Bank Credit Facility ... Formerly
     Ba2

Dablice Real, a.s.
  -- NSR Senior Secured ... Formerly Ba1.cz
  -- Starts (Cayman) Plc - Accolades
  -- STRUCT. Subordinate ... Formerly Aa3
  -- STRUCT. Senior Secured ... Formerly Aaa

                        Outlook Actions

Alcoa of Australia Limited
  -- To Stable ... from Rating(s) Under Review

Capital Issuing GmBH
  -- To Rating(s) Under Review ... from No Outlook

DAPO International Finance N.V.
  -- To Rating(s) Under Review ... from Stable

Dablice Real, a.s.
  -- To Ratings Withdrawn ... from Stable

Deutsche Apotheker- und Aerztebank eG
  -- To Rating(s) Under Review ... from Stable

Empresa Brasileira de Telecomunicacoes S.A.
  -- To Rating(s) Under Review ... from Stable

Goodman Plus Trust
  -- To Stable ... from Never Assigned

IOI Corporation Berhad
  -- To Negative ... from Stable

IOI Ventures (L) Berhad
  -- To Negative ... from Stable

Macquarie Bank Limited
  -- To Positive ... from Stable

Macquarie Financial Holdings Limited
  -- To Stable ... from Never Assigned

Macquarie Group Limited
  -- To Stable ... from Never Assigned

United Rentals (North America), Inc.
  -- To Rating(s) Under Review ... from Stable

United Rentals (North America), Inc. (New)
  -- To Developing ... from Stable

United Rentals Trust I
  -- To Rating(s) Under Review ... from Stable

United Rentals, Inc. (New)
  -- To Developing ... from Stable

Vulcan Materials Company
  -- To Negative ... from Rating(s) Under Review

STA = Stable
POS = Positive
NEG = Negative
DEV = Developing
NOO = No Outlook
RUR = Rating(s) Under Review
(m) = Multiple outlooks with directional differences exist for
      this issuer.
STA(m) = Stable with directional differences at the asset/issue
      level.
NEG(m) = Negative with directional differences at the
      asset/issue level.
POS(m) = Positive with directional differences at the
      asset/issue level.
DEV(m) = Developing with directional differences at the
      asset/issue level.
RWR = Ratings Withdrawn


* S&P Addresses CreditWatch Placements on $3.3 Bil. Securities
--------------------------------------------------------------
Standard & Poor's Ratings Services addressed its Oct. 17, 2007,
CreditWatch placements of the ratings on $3.3 billion in U.S.
residential mortgage-backed securities backed by U.S. first-lien
subprime, first-lien Alt-A, and closed-end second-lien
mortgage collateral rated between Jan. 1, 2007, and July 9, 2007.
   
These rating actions follow Standard & Poor's July 10, 2007,
announcement of its revised methodology for assigning new ratings
to transactions backed by U.S. first-lien subprime, first-lien
Alt-A, and closed-end second-lien mortgage collateral.     

After reviewing the 646 classes of RMBS backed by U.S. first-lien
subprime, first-lien Alt-A, and closed-end second-lien mortgage
collateral that S&P placed on CreditWatch negative on Oct. 17,
2007, S&P have downgraded 393 classes and removed the ratings on
all 646 classes from CreditWatch with negative implications.  In
addition, S&P downgraded 113 classes from the same transactions
that had not been previously placed on CreditWatch.  Furthermore,
S&P downgraded 30 classes from six transactions that were not part
of the Oct. 17, 2007, CreditWatch placements.
   
The 536 downgraded classes represent approximately $3.7 billion in
rated securities, which is 0.75% of the $496 billion original par
amount of all U.S. RMBS rated by Standard & Poor's between Jan. 1,
2007, and July 9, 2007.
   
In the aggregate, the rating actions taken on Oct. 17, 2007, and
on Nov. 16, 2007, consist of 2,249 downgrades on approximately
$27.1 billion in rated securities, or 5.5% of all U.S. RMBS rated
by Standard & Poor's between Jan. 1, 2007, and July 9, 2007.
   
                  Aggregate Classes Downgraded
   
Subprime Downgrades

S&P have lowered its ratings on a total of 157 U.S. RMBS
transactions backed by first-lien subprime mortgage loans.  The
1,183 total downgraded classes had an original par amount of
approximately $18.8 billion, which represents 12.4% of the
approximately $151 billion in U.S. RMBS backed by first-lien
subprime mortgage loans rated by Standard & Poor's between
Jan. 1, 2007, and July 9, 2007.  None of the 'AAA' rated classes
of these securities were lowered below the 'AA' category.  These
downgrades are distributed across rating categories, as a
percentage of the total dollar amount downgraded, as:
   
        Rating category    Percentage of ratings lowered
        ---------------    -----------------------------
         AAA                           13.1
         AA+                            2.9
         AA                             7.9
         AA-                           10.9
         A+                            12.7
         A                             11.6
         A-                             8.6
         BBB+                          10.3
         BBB                            7.5
         BBB-                           8.6
         BB+                            4.4
         BB                             1.5
         BB-                            0.0
         B+                             0.1
         B                              0.0
   
Alt-A Downgrades

S&P have also lowered its ratings on a total of 215 U.S. RMBS
transactions backed by first-lien Alt-A mortgage loans.  The 900
downgraded classes had an original par amount of approximately
$4.7 billion, which represents 2.3% of the approximately $204.6
billion in U.S. RMBS backed by first-lien Alt-A mortgage loans
rated by Standard & Poor's between Jan. 1, 2007, and July 9, 2007.  
None of the 'AAA' rated classes from these transactions were
lowered below the 'AA' category.  These downgrades are distributed
across rating categories, as a percentage of the total dollar
amount downgraded, as:
   
        Rating category   Percentage of ratings lowered
        ---------------   -----------------------------
        AAA                           12.4
        AA+                            3.2
        AA                             9.7
        AA-                            4.5
        A+                             5.9
        A                             12.5
        A-                             7.6
        BBB+                           8.3
        BBB                           11.6
        BBB-                           8.8
        BB+                            1.1
        BB                             8.3
        BB-                            1.1
        B+                             0.0
        B                              5.2
   
Closed-End Second-Lien Downgrades

S&P have also lowered its ratings on a total of 20 U.S. RMBS
transactions backed by closed-end second-lien mortgage loans.  The
166 downgraded classes had an original par amount of approximately
$3.6 billion, which represents 20.8% of the approximately $17.3
billion in U.S. RMBS backed by closed-end
second-lien mortgage loans rated by Standard & Poor's between Jan.
1, 2007, and July 9, 2007.  Most of the 'AAA' rated classes from
these securities were downgraded to 'AA'; none were lowered below
the 'A' category.  These downgrades are distributed across rating
categories, as a percentage of the total dollar amount downgraded,
as:
   
        Rating category   Percentage of ratings lowered
         -------------      -------------------------
              AAA                     52.0
              AA+                      6.5
              AA                       8.6
              AA-                      3.7
              A+                       3.4
              A                        5.4
              A-                       4.5
              BBB+                     3.9
              BBB                      3.1
              BBB-                     3.7
              BB+                      4.4
              BB                       0.8
              BB-                      0.0
              B+                       0.0
              B                        0.0


* S&P Puts Ratings on 803 Classes of US RMBS Under Neg. Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 803
classes of U.S. residential mortgage-backed securities backed by
U.S. closed-end second-lien mortgage loans issued from the
beginning of 2004 through the end of 2006 on CreditWatch with
negative implications.  Although transactions issued in 2004 are
performing at historical norms, the 2004 transactions included in
this review were identified as requiring additional credit
analysis.  S&P do not anticipate a need to expand this analysis to
include 2004 vintage RMBS backed by subprime
and Alt-A collateral.
   
The closed-end second-lien RMBS CreditWatch actions affect a total
of 116 U.S. closed-end second-lien RMBS transactions.  The 803
classes from the closed-end second-lien transactions had an
original total principal balance of approximately
$21.53 billion, which represents 29.85% of the approximately
$72.12 billion in U.S. RMBS backed by closed-end second-lien
mortgage loans rated by Standard & Poor's from the beginning of
2004 through the end of 2006.  During the same period, the total
balance of U.S. RMBS securities backed by all types of residential
mortgage loans issued in the non-agency market was
more than $2.97 trillion.
   
These actions reflect an increase in the level of delinquencies
and the resulting level of monthly charge-offs among the closed-
end second-lien mortgage loans supporting these transactions.  As
of the October 2007 distribution, total delinquencies and severe
delinquencies (90-plus days, foreclosures, and real-estate-owned)
for the transactions with ratings placed on CreditWatch were 7.55%
and 4.01% for the 2004 vintage, 12.28% and 6.27% for the 2005
vintage, and 10.78% and 5.76% for the 2006 vintage, respectively.  
The total delinquency percentages have increased from the July
2007 distribution by about 9% for the 2004 origination, 33% for
the 2005 origination, and 11% for the 2006 origination.
   
Furthermore, cumulative charge-offs have increased to 2.62% as of
October 2007 from 2.49% in July 2007 for those deals issued in
2004.  For those transactions issued in 2005, cumulative realized
losses have increased to 5.97% in October 2007 from 4.48% in July
2007.  Likewise, for those transactions issued in 2006, cumulative
realized losses have increased to 5.58% in October 2007 from 3.84%
in July 2007.
   
                   Impact on Current Ratings

The CreditWatch actions on the 803 classes of U.S. RMBS backed by
closed-end second-lien mortgage loans are spread across the
various rating categories: 44.73% are from the 'AAA' rating
category; 23.53% are from the 'AA' rating category; 14.36% are
from the 'A' rating category; 8.64% are from the 'BBB' rating
category; 4.07% are from the 'BB' rating category; and 4.67% are
from the 'B' rating category.
   
  Rating     No. of          Cur. cert.         % of total
category   Watch actions     balance          actions by bal.
  ------     ------           --------           ----------
  AAA        86            $7,331,206,456          44.73
  AA+        44            $1,036,690,000           6.33
  AA         83            $2,195,925,237           13.4
  AA-        64              $622,582,331           3.80
  A+         51              $741,120,635           4.52
  A          69            $1,012,939,124           6.18
  A-         71              $600,215,928           3.66
  BBB+       56              $663,716,084           4.05
  BBB        50              $496,770,773           3.03
  BBB-       39              $255,624,689           1.56
  BB+        51              $446,264,308           2.72
  BB         25              $157,741,533           0.97
  BB-        12               $62,684,032           0.38
  B+         13              $117,523,000           0.72
  B          81              $594,015,636           3.62
  B-         8                $53,739,276           0.33
  Total      803          $16,388,759,042           100
   

'AAA' Rated Bonds Affected

Eighty-six 'AAA' rated classes from 46 U.S. RMBS transactions
backed by closed-end second-lien mortgage loans are placed on
CreditWatch negative due to the anticipated reduction in available
credit support when the enhanced stresses are applied to each
transaction, along with the increase in delinquencies and charge-
offs.

The closed-end second-lien RMBS classes with ratings placed on
CreditWatch negative evidence high current delinquencies and
increasing realized losses or charge-offs relative to available
credit support.  S&P expect to resolve these CreditWatch
placements within the next several weeks.  S&P will further
analyze the performance of these transactions to determine what,
if any, rating actions will be taken.  It is possible that the
ratings on classes not included in this CreditWatch action could
be adversely affected at the conclusion of S&P's analysis.  S&P
will take rating actions on the transactions in which its loss
assumptions indicate further reduction in the available credit
support.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (28)         557       24
Apex Silver Mine        SIL        (281)       1,366     (167)
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (365)       2,021       384
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (18)         459      (36)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (17)         135      (28)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Extendicare Real        EXE-U       (16)       1,277      161
Foamex Intl             FMXI       (257)         566      146
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
ICO Global C-New        ICOG       (116)         628      146
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (13)         292      231
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC   (187,531)       4 TRI (276,257)
National Cinemed        NCMI       (579)         439       40
Navisite Inc            NAVI        (14)         116       11
Neurochem Inc           NRM          (1)         116       79
Nexstar Broadcasting    NXST        (81)         704      (20)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (602)       1,260       14
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (107)         759      (41)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (343)       3,794    1,246
XM Satellite            XMSR       (724)       1,709     (244)

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, 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.

                    *** End of Transmission ***