TCR_Public/071116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 16, 2007, Vol. 11, No. 272

                             Headlines


ACE AVIATION: S&P Withdraws 'B+' Rating at Company's Request
AFM 805 INC: Case Summary & 30 Largest Unsecured Creditors
AMERICAN HOME: Wants to Sell Certain Non-Debtor Loans
AMERICAN HOME: Court OKs Termination of Deferred Compensation Plan
AMERICAN HOME: Moody's Downgrades Ratings on 13 Tranches

AMERICAN REPROGRAPHICS: Moody's Holds Ba3 Corporate Family Rating
ANNIE PETTWAY: Case Summary & Two Largest Unsecured Creditors
ASARCO LLC: Judge Schmidt to Approve Tri-State Settlement
ASARCO LLC: Lease-Related Decision Deadline Extended to May 9
ATARI INC: CEO David Pierce Resigns, Curtis Solsvig Takes Over

BARCLAYS CAPITAL: Moody's Downgrades Ratings on 11 Tranches
BARONET INC: Seeks Protection from Creditors Under CCAA
BEAR STEARNS: Expects Net Loss in Fourth Quarter of 2007
BEAR STEARNS: Fund LP Wants to Dissolve and Liquidate Assets
BFC SILVERTON: S&P Puts 'BB+' Ratings Under Negative Watch

BRISTOW GROUP: Completes $2.5 Mil. Buyout of Vortex Helicopters
CALUMET SPECIALTY: S&P Affirms 'B' Rating and Revises Outlook
CHAPARRAL RANCH: Voluntary Chapter 11 Case Summary
COMMUNITY HEALTH: Moves Notes Exchange Offer Period to Nov. 30
COPANO ENERGY: Moody's Affirms B1 Corporate Family Rating

COPANO ENERGY: S&P Holds 'BB-' Corporate Credit Rating
CREDIT SUISSE: Fitch Rates $10.2MM Class N Certificates at BB-
CREDIT SUISSE: Fitch Affirms Junk Rating on $9.9MM Certificates
CYGNAL TECHNOLOGIES: Commences Court-Supervised Restructuring
DAYTON SUPERIOR: Sept. 28 Balance Sheet Upside-Down by $98.1 Mil.

DUNMORE HOMES: Wants To Hire Kurtzman Carson as Claims Agent
E*TRADE FINANCIAL: Has Two Options to Rectify Stock Dilemma
EAGLE BROADBAND: Files for Bankruptcy Protection in Texas
EAGLE BROADBAND: Case Summary & 28 Largest Unsecured Creditors
FORD MOTOR: Johnson Controls Inks MOU to Buy Saline ACH Plant

FORD MOTOR: UAW Employees Ratify Healthcare MOU and National CBA
GMAC LLC: Fitch Places 'BB+' IDR Under Negative Watch
GREENPARK GROUP: Plan Confirmation Hearing Slated for December 18
HARBORVIEW MORTGAGE: Moody's Puts Low-B Ratings on 3 Cert. Classes
HEALTHY DIRECTIONS: S&P Cuts Corp. Credit Rating to B- from B+

IMPAC MORTGAGE: Discloses Defaults on Various Loan Facilities
IMPAC MORTGAGE: Delays Filing of Third Quarter Report for 2007
ISLE OF CAPRI: Buying IoC-Black Hawk's 43% Stake for $64.6 Million
JP MORGAN: Moody's Holds Ba1 Rating on $9.1 Million Certificates
KORA LLC: Case Summary & Two Largest Unsecured Creditors

KRATON POLYMERS: Posts $754,000 Net Loss in Quarter Ended Sept. 30
LEHMAN MORTGAGE: Moody's Cuts Ratings on 2006-1 Class B4 Certs.
LEVITT AND SONS: Asks Court to Set February 11 as Claims Bar Date
LEVITT AND SONS: Seeks OK to Close On Pre-Bankruptcy Home Sales
LEVITT AND SONS: Wants to Hire Kurtzman Carson as Claims Agent

LEVITZ FURNITURE: Can File Schedules Until December 21
LEVITZ FURNITURE: Seeks Court's Approval to Auction Assets
MEGA BRANDS: Weak Results Prompt Moody's to Review Ratings
MERRILL LYNCH: Moody's Downgrades Ratings on 23 Certificates
MERRILL LYNCH: Adequate Credit Support Cues S&P to Hold Ratings

MIRANT CORP: Moody's Places Ratings Under Review
ML-CFC COMMERCIAL: Fitch Rates $7.024MM Class N Certs. at BB-
MORTGAGE LENDERS: Wants February 1 Set as Claims Bar Date
MORTGAGE LENDERS: Wants Removal Period Extended to February 4
MYLAN LABORATORIES: $6.7 Bil. Merck Deal Cues S&P to Cut Rating

NASH FINCH: Earns $15.4 Million in 3rd Quarter Ended Oct. 6
NELITA WAYNE: Voluntary Chapter 11 Case Summary
NEUMANN HOMES: Case Summary & 20 Largest Unsecured Creditors
OGLEBAY NORTON: FTC Requests for Add'l. Info on Carmeuse Merger
PASCACK VALLEY: Submits Schedules of Assets and Liabilities

PASCACK VALLEY: Files List of 20 Largest Unsecured Creditors
PETSMART INC: Earns $29.5 Million in 3rd Qtr. Ended Oct. 28
PIKE NURSERY: Drought Prompts Bankruptcy Filing in Georgia
POINDEXTER & CO: Weak Performance Cues S&P to Revise Outlook
POLYONE CORP: Buys GLS Corp. as Part of Specialization Strategy

PORTA SYSTEMS: Sept. 30 Balance Sheet Upside-Down by $28.7 Million
QUEBECOR WORLD: Considers Refinancing to Retire Some Loans
RED NED LYNCH: Case Summary & Three Largest Unsecured Creditors
REMY WORLDWIDE: Court Approves Shearman & Sterling as Lead Counsel
REMY WORLDWIDE: Bankruptcy Court Okays YCS&T as Delaware Counsel

REMY WORLDWIDE: Court Okays Greenberg Traurig as Special Counsel
RESI FINANCE: Moody's Upgrades Ratings on 27 Tranches
SANTA CRUZ: Files Chapter 7 Petition to Resolve Debt Problems
SELECT MEDICAL: Terminates $46 Mil. Merger Deal with Cora Health
SEE WHY GERARD: Case Summary & Four Largest Unsecured Creditors

SINCLAIR BROADCAST: Purchases Alarm Funding for $5.5 Million
SPACEHAB INC: Sept. 30 Balance Sheet Upside-Down by $14.0 Million
SUSSER HOLDINGS: Completes $6 Million Buyout of TCFS Holdings
TOUSA INC: Posts $619.7 Mil. Net Loss in Quarter Ended Sept. 30
TROPICANA ENTERTAINMENT: Unit Inks Pact to Sell Horizon Casino

TROPICANA ENTERTAINMENT: Posts $21 Million Net Loss in 3rd Quarter
TROPICANA ENTERTAINMENT: Moody's Puts Ratings Under Review
UNITED SUBCONTRACTORS: Moody's Places Ratings Under Review
VONAGE HOLDINGS: To Pay Verizon $117.5 Million Over Patent Dispute
VONAGE HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $62.9 Mil.

WERNER LADDER: Emerges from Chap. 11 Protection Effective Oct. 31

* S&P Lowers Ratings on 112 Tranches from 21 U.S. Hybrid CDO
* S&P Takes Rating Actions on Various CDO Tranches

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
               Volumes I and I


                             *********

ACE AVIATION: S&P Withdraws 'B+' Rating at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' long-term
corporate credit rating on Montreal-based ACE Aviation Holdings
Inc. at the company's request.  ACE is in the process of winding
down as the final step in its strategy to realize
shareholder values.


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

Bankruptcy Case No.: 07-15511

Debtor-affiliates filing separate Chapter 11 petitions on
November 12, 2007:

        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

Debtor-affiliates filing separate Chapter 11 petitions on
November 5, 2007:

        Entity                                     Case No.
        ------                                     --------
        Gillespie Acquisition, Inc.                07-15378
        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: The Debtors own and operate convenience stores
                  and gas stations.  They belong to the AmeriStop
                  Express banner of AmeriStop.  See
                  http://www.ameristop.com

Chapter 11 Petition Date: November 12, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: Burton Perlman

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

Financial Condition of debtors filing separate Chapter 11
petitions on November 5, 2007:

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
Gillespie Acquisition,     $1 Million to          $1 Million to
Inc.                       $100 Million           $100 Million

Gillespie Wholesale,       $1 Million to          $1 Million to
Inc.                       $100 Million           $100 Million

A.F.M. 711, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 712, Inc.           $1 Million to          $1 Million to
                           $100 Million           $100 Million

A.F.M. 713, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 714, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 716, Inc.           $1 Million to          $1 Million to
                           $100 Million           $100 Million

Jackson Center 717,        $100,000 to            $100,000 to
Inc.                       $1 Million             $1 Million

A.F.M. 717, Inc.           Less than              $1 Million to
                           $10,000                $100 Million

A.F.M. 720, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 721, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 722, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 723, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

Financial Condition of debtors filing separate Chapter 11
petitions on November 12, 2007:

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

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

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

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

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

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

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

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

Ohio Valley A.F.M., Inc.       $1 Million to       $1 Million to
                               $100 Million        $100 Million

Consolidated List of 30 Largest Unsecured Creditors of Debtors
filing separate Chapter 11 petitions on November 5, 2007:

   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

Consolidated List of 30 Largest Unsecured Creditors of Debtors
filing separate Chapter 11 petitions on November 12, 2007:

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

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

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

DINSMORE & SHOL                $137,961

JOSEPH DECOSIMO & CO.          $153,027

PEPSI-COLA BOTTLING-           $79,586
CINCINNATI

COCA COLA BOTTLING CO.         $46,008

C.N.A. INSURANCE               $35,542

TRAUTH DAIRY                   $27,532

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

RADIO STATION 94.9             $19,363

HOME CITY ICE CO.              $17,900

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

FLANAGAN, LIEBERMAN, HOFFMAN   $10,304
& SWAINE

THE MERTEN GROUP               $12,240

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

CHARLES DEGLOW                 $9,619

TRI-STATE JUICE                $9,349

NARENDRA PATEL                 $7,524

RJM MANAGEMENT                 $7,429

COX AUTO TRADER                $7,240

ZEP MANUFACTURING CO.          $7,217

Duke Energy                    $7,085

TRI-STATE SERVICE STATION      $7,024

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

M.W. DAVIS                     $6,382

FRITO-LAY, INC.                $6,168

STAPLES                        $6,087

MOVIES U BUY/S.Q.S.            $6,144

MARGE SCHOTT                   $5,881


AMERICAN HOME: Wants to Sell Certain Non-Debtor Loans
-----------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-
affiliates seek the U.S. Bankruptcy Court for the District
of Delaware's approval of certain procedures permitting
non-debtor subsidiaries, Broadhollow Funding LLC, and
Melville Funding LLC, to take all appropriate actions to sell
certain non-debtor loans, without further order of the Court.

The Court previously approved a sale procedure for the sale
of mortgage loans owned directly by Broadhollow and Melville.  
On September 26, 2007, the Debtors conducted an auction,
resulting to the sale of all but 32 mortgage loans owned by
Broadhollow and Melville, with an aggregate unpaid principal
balance of $7,200,883 as of November 7, 2007.  The Non-Debtor
Loans were not sold at that time for various reasons.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that the Non-Debtor
Loans do not constitute property of the Debtors' bankruptcy
estates within the meaning of Section 541 (a)(l) of the
Bankruptcy Code because the ownership of the Non-Debtor Loans
is vested in Broadhollow and Melville.  However, because the
Debtors are either the direct or ultimate parent companies of
Broadhollow and Melville, certain buyers may be concerned that
Court approval is necessary to consummate the sale of any Non-
Debtor Loans.

                         Sale Procedures

The Debtors propose to establish these sale procedures for
the non-debtor loans:

   -- The Debtors will give written notice of the proposed sale
      of any Non-Debtor Loans to the U.S. Trustee, counsel to the
      Official Committee of Unsecured Creditors, counsel to the
      Debtors' postpetition lenders, and to any party known to
      assert a lien on the Non-Debtor Loans, at least 10 days
      prior to closing of the sale.  However, if the Debtors
      receive a higher and better offer after providing the Sale
      Notice, the Debtors may elect to close on the Improved
      Offer;

  -- The Sale Notice will consist of:

        * a disclosure that the Sale Notice is being provided in
          accordance with the order approving the request;

        * an identification of the Non-Debtor Loans being sold;

        * a general description of the relationship of the
          potential purchasers as of the time the Sale Notice is
          provided;

        * the estimated purchase price;

        * the proposed application of the sale proceeds; and

        * a summary of the proposed significant terms of the sale
          agreement, provided that the Sale Notice will be deemed
          fully confidential and will not be shared with any
          party, other than those with interests in the Non-
          Debtor Loans, absent written consent from the Debtors
          or Court order;

   -- Objections to a proposed sale will be filed with the Court
      by the end of the Notice Period;

   -- If no written objections are timely filed and served,
      Broadhollow and Melville are authorized by the Court to
      take all actions, and to execute all resolutions and other
      documents necessary to effectuate the Sale, without any
      further need to seek the Court's review or approval.  Any
      objection filed after the objection period will be deemed
      untimely and will not be considered by the Court;

   -- If a written objection is timely filed and served that
      cannot be resolved, a hearing on the request will be
      scheduled with the Court so as to seek the Court's
      determination of (i) whether the sale of a Non-Debtor Loan
      requires the Court's approval, and if Court approval is
      required, (ii) whether to approve the proposed sale;

   -- Upon consummation of a sale, the Debtors will file and
      serve a notice of consummation to the applicable parties;
      and

   -- The Sale Procedures may be modified with respect to any
      particular sale of Non-Debtor Loans to the extent agreed in
      writing by the parties.

Mr. Patton contends that the approval of the Sale Procedures is
in the best interests of the Debtors' estates, their creditors
and other parties-in-interest because it will provide the Parties
with reasonable opportunity to consider the significant terms of
each Non-Debtor Loan sale prior to the consummation of the sale.  
In addition, absent an objection, the Debtors will be permitted
to take all appropriate actions necessary to effectuate the sale
with little delay and without any further need to seek the
Court's review or approval of the sale.

The Sale Procedures will allow the Debtors' management to focus
on their Chapter 11 process at large without having to repeatedly
assess or make a determination as to whether a particular aspect
of each Non-Debtor Loan sale requires the Debtors to seek Court
approval, Mr. Patton argues.  He adds that the Sale Procedures
will give prospective buyers comfort that the sale is being
conducted under a procedure approved by the Court.

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP
as its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 15, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Court OKs Termination of Deferred Compensation Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
American Home Mortgage and Investment Corp. and its debtor-
affiliates to exercise their contractual rights to terminate
American Home Mortgage Holdings Inc.'s deferred compensation plan
as of Aug. 29, 2007.  The Court also directed Merrill Lynch Trust
Company, FSB, the compensation plan trustee under a deferred
compensation plan trust agreement, to return the assets held in
the trust to the Debtors' bankruptcy estates within seven days
after the request's approval.

The Hon. Christopher Sontchi also ruled that the settlement on
the participant group's objection is approved pursuant to these
terms:

   -- the Debtors will pay the participant group $400,000, to be
      shared pro rata among its members;

   -- each member of the participant group will have an allowed
      priority wage claim pursuant to Section 507(a)(4) of the
      Bankruptcy Code, if and to the extent each Member has an
      unpaid claim for deferred compensation in the 180 days
      prior to the Debtors' bankruptcy filing, up to a maximum
      of $10,950, payable on the earlier of:

       * when claims are payable pursuant to a Chapter 11 plan of
         reorganization; or

       * when other priority claims of terminated employees are
         paid;

   -- each Member will be entitled to assert a general unsecured
      claim for the amount of compensation each Member deferred
      under the Compensation Plan, which amount will be reduced
      by any amount of deferred compensation allowed as a
      priority wage claim.  However, the Debtors retain the right
      to object to any claim, which asserts an amount in excess
      of the amount the Member deferred under the Compensation
      Plan, or in excess of the priority amount to which the
      party is entitled;

   -- upon receipt of his or her portion of the $400,000 payment,
      each Member will be deemed to release the Debtors, their
      bankruptcy estates, and their employees from all claims or
      causes of action related to the Compensation Plan or the
      Trust; and

   -- the Debtors will waive their right to bring any actions
      under Section 547 of the Bankruptcy Code against the
      Members, solely with respect to payouts of deferred
      compensation under the Compensation Plan.

The Court further ruled that the settlement of the objection
asserted by Valerie Lynn Scruggs is approved according to these
terms:

   -- the Debtors will pay Ms. Scruggs $7,000;

   -- Ms. Scruggs will have an allowed priority wage claim
      pursuant to Section 507(a)(4), and to the extent Ms.
      Scruggs has an unpaid claim for deferred compensation that
      was designated in the 180 days prior to the Petition Date,
      up to a maximum of $10,950, which is payable when other
      priority claims of terminated employees are paid;

   -- Ms. Scruggs will be entitled to assert a general unsecured
      claim for the amount of compensation she deferred under the
      Compensation Plan;

   -- upon receipt of her payment, Ms. Scruggs will be deemed to
      release the Debtors from all claims or causes of action
      related to the Compensation Plan or the Trust; and

   -- the Debtors will waive their right to bring any actions
      under Section 547 against Ms. Scruggs, solely with respect
      to the payouts.

Judge Sontchi has noted that the terms of the settlement are fair
and equitable and that they represent "well above the lowest
point in the reasonable range of potential litigation outcomes."  
He also said that the settlement "advances the paramount
interests of creditors."

Previously, the Debtors had informed the Court that they had
reached a settlement in principle with each of the request's
objecting parties, but that the Official Committee of Unsecured
Creditors was still conducting a due diligence inquiry into the
proposed settlement.  The settlement resulted to this consensual
order.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP
as its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 15, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Moody's Downgrades Ratings on 13 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 13
tranches and has placed under review for possible downgrade the
ratings of 6 tranches from 5 deals issued by American Home in 2006
and late 2005.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

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

Issuer: American Home Mortgage Assets Trust 2005-2

   * Cl. 1-B-2, Downgraded to Baa3, previously A2,
   * Cl. 1-B-3, Downgraded to Caa2, previously Baa2.

Issuer: American Home Mortgage Investment Tr 2006-3

   * Cl. III-M-1 Currently Aa3 on review for possible downgrade,
   * Cl. III-M-2, Downgraded to Baa2, previously A2,
   * Cl. III-M-3, Downgraded to Baa3, previously A3.

Issuer: American Home Mortgage Assets Trust 2005-2

   * Cl. 2-B-1 Currently Aa2 on review for possible downgrade,
   * Cl. 2-B-2, Downgraded to Ba1, previously A2,
   * Cl. 2-B-3, Downgraded to Caa1, previously Baa2,
   * Cl. 2-B-4, Downgraded to Ca, previously B3.

Issuer: American Home Mortgage Investment Tr 2006-3

   * Cl. II-1A-2 Currently Aaa on review for possible downgrade,
   * Cl. II-2A-2 Currently Aa1 on review for possible downgrade,
   * Cl. II-M-1 Currently Aa2 on review for possible downgrade,
   * Cl. II-M-2, Downgraded to Ba1, previously A1,
   * Cl. II-M-3, Downgraded to B3, previously A3.

Issuer: American Home Mortgage Investment Trust 2006-2

   * Cl. III-M-1 Currently Aa2 on review for possible downgrade,
   * Cl. III-M-2, Downgraded to Baa1, previously A2,
   * Cl. III-M-3, Downgraded to Baa2, previously A2,
   * Cl. III-M-4, Downgraded to Ba2, previously Baa1,
   * Cl. III-M-5, Downgraded to B3, previously Baa3.


AMERICAN REPROGRAPHICS: Moody's Holds Ba3 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating for
American Reprographics Company LLC.  Moody's has concurrently
assigned a Ba2 rating to the proposed first lien credit facilities
of ARC, consisting of a $75 million senior secured revolving
credit facility and a $275 million senior secured term loan 'A'.  
The new senior secured credit facilities will replace an existing
$30 million senior secured revolving credit facility and a
$261 million senior secured term loan.  The outlook has been
changed to stable from positive, reflecting the potential for a
significant slowdown in non-residential construction more severe
than currently anticipated by Moody's.

Moody's assigned these ratings:

   - $75 million senior secured first lien revolver due 2012,
     Ba2 (LGD2, 22%);

   - $275 million senior secured first lien term loan due 2012,
     Ba2 (LGD2, 22%);

Moody's affirmed these ratings:

   - Corporate Family Rating, at Ba3;
   - Probability of Default Rating, at B1

Moody's will withdraw these ratings on the close of the new
facilities:

   - $30 million senior secured revolving credit facility,
     at Ba2 (LGD2, 21%);

   - $261 million term loan facility due 2009, at Ba2 (LGD2, 21%);

The outlook has been changed to stable from positive.

The ratings primarily reflect the company's strong financial
metrics, with projected leverage, interest coverage and cash flow
metrics currently consistent with a higher rating.  However, the
ratings are vulnerable to a downturn in the non-residential
construction industry given the company's heavy reliance on this
sector.

The ratings are also constrained by:

    1) low barriers to entry;

    2) pricing pressure in a highly fragmented reprographic
       services market, and,

    3) geographic concentration with roughly 43% of revenues
       generated in the state of California.

The outlook is stable, reflecting Moody's expectation that the
company's financial metrics will remain within a range of the Ba3
rating category over the forthcoming year given the strength in
cash flows from operations.

Moody's anticipates that substantial free cash flows will be
utilized primarily for debt reduction and opportunistic
acquisitions going forward, barring a major share repurchase.  The
outlook could move up if the company's operating results continue
to improve, resulting in total debt to EBITDA falling below 3.3
times or if EBIT to interest expense exceeds 3.5 times on a
sustained basis.  Downward pressure on the outlook could result if
there is a significant downturn in the architectural, engineering
and construction industries that the company serves, causing a
decline in revenues, operating margins and free cash flow
generation.  Downward movement could also occur in the event that
the company re-leverages its balance sheet as a result of a share
repurchase, recapitalization, major dividend distribution or
acquisition, translating into an increase in debt to EBITDA in
excess of 4.3 times or a reduction of EBIT to interest expense
below 1.9 times on a sustained basis.

American Reprographics Company is a leading reprographics service
company in the U.S.  It provides document management services
primarily to the "AEC" industries through a nationwide network of
independently-branded service centers.  For the last twelve months
ended June 30, 2007 the company generated revenues of roughly
$638 million.


ANNIE PETTWAY: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Annie Lee Pettway
        642 Broadway
        Westbury, NY 11590

Bankruptcy Case No.: 07-21471

Chapter 11 Petition Date: November 14, 2007

Court: District of Maryland (Baltimore)

Debtor's Counsel: Edward V. Hanlon, Esq.
                  5510 Cherrywood Lane, Suite G
                  Greenbelt, MD 20770
                  Tel: (301) 345-8008

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Portfolio Recovery & Aff.      hospital              $2,100
120 Coporate Boulevard,
Suite 10
Norfolk, VA 23502

The Credit Bureau, Inc.        CollectionAttorney    $83
19 Prince Street               Frontier-Fl/South
Rochester, NY 14607            So telephone


ASARCO LLC: Judge Schmidt to Approve Tri-State Settlement
---------------------------------------------------------
Steven Church of the Bloomberg News reports that during a
November 13, 2007, hearing, the Hon. Richard Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas said that he
will sign an order approving the Tri-State Settlement once the
lawyers of ASARCO LLC prepare a final draft.

ASARCO has previously sought the Bankruptcy Court's approval of
the Tri-State Settlement, which aims to pay $158,000,000, in the
aggregate, to the U.S. Government, the states of Kansas,
Oklahoma, and Missouri, and certain state agencies, as resolution
of the disputes with respect to the company's liability for past
and future environmental response costs, assessment of natural
resource damages, and estimated natural resource restoration
costs at the Tri-State Site.

Donald A. Robbins, ASARCO's director of environmental sciences,
said in a proffer submitted to the Court that "the settlement is
good for ASARCO because it provides certainty regarding exposure
to environmental liabilities at a reasonable price."

He added that the Tri-State Claims involves complex issues and
diverse views of the parties involved, which made the settlement
process particularly difficult.  The alternative to settlement,
according to Mr. Robbins, would have been to proceed to a
difficult and lengthy estimation hearing for the Site, the
outcome of which would have been uncertain for ASARCO.

          Post-Hearing Briefs on Coeur D'Alene Site

ASARCO LLC and the U.S. Government each filed post-hearing briefs
in connection with the environmental estimation hearing for the
Coeur d'Alene Basin held on October 9 to 12, 2007.

In its post-hearing brief, ASARCO maintained that the Bankruptcy
Court should adopt the opinion issued by U.S. District Court for
the District of Ohio that, among other things, found that the harm
at the CAD Site is divisible and that ASARCO's share of the
apportioned damages is 22%.  The Ohio Court has had a lengthy
fact-finding and testimony with the same parties involved during
the CAD estimation hearing, Tony M. Davis, Esq., at Baker Botts,
L.L.P., in Houston, Texas, relates.

ASARCO contends that the Government has substantially overstated
its claim for natural resources damages.  Mr. Davis says one of
the principal reasons for the overstatement is the Government's
failure to appropriately consider cost-effectiveness in their
selection of the restoration alternatives to be used in measuring
the cost of redressing the injuries to natural resources in the
Basin.  The Government asserted that it is entitled to
$333,200,000 of NRD damages.  Mr. Davis argues that the NRD Claim
failed to take into account the divisibility ruling of the Ohio
Court.  Applying the 22% divisibility share, ASARCO's NRD
liability is limited to $73,000,000, which could be further
reduced to $7,520,000 once several errors like double-billing for
injuries, are taken into account, Mr. Davis elaborates.

ASARCO asserts that its apportioned share of the Government's
total response cost claim is $113,120,000.  The estimate is based
on the company expert Jeffrey Zelikson and Richard White's
analysis of the Government's past costs and the various
possibilities associated with the potential future response
actions and related costs for the CAD Site, ASARCO notes.  The
estimate also reflects, Mr. Davis adds, the trial testimony
demonstrating that any potential future final remedy that may be
performed at the Site, like the U.S. Environmental Protection
Agency's proposed "Comprehensive Remedy," will not commence
earlier than 2032, if ever.

Accordingly, ASARCO asserts that its total liability for the CAD
Site, including past and future response costs and NRD, should
not exceed $122,470,000.  

The U.S. Government, however, in its post-hearing brief, points
out that ASARCO's argument that the Trustees must choose the
cheapest alternative to compensate the public ignores the
statutory preference for achieving restoration, and pays no heed
to existing case law that both rejects choosing low cost options
over primary restoration and precludes use of cost-effectiveness
as the sole selection criterion.  

The Government emphasizes that applying the 22% Ohio Court ruling
to the costs and damages case would have an enormous adverse
impact on the amount of its environmental claim.  The shortfall
would run counter to the Comprehensive Environmental Response,
Compensation, and Liability Act's "polluters pay" mandate, and
shift the burden to the taxpaying public, the Government says.

The Government maintains that its Claim asserting $184,499,647
for response costs at the CDA Site should be allowed.

Along with its post-hearing brief, the Government filed a table
comparing the amount of its actual claim with that of ASARCO's
estimate.  A copy of the CDA Claim Comparison Table is available
for free at http://ResearchArchives.com/t/s?255b

                Responses to Tri-State Settlement

The Doe Run Resources Corporation, doing business as The Doe Run
Company; Blue Tee Corp., and Gold Fields Mining, LLC; and NL
Industries, Inc., in separate filings with the Court, raised
their concerns on the effect of the Tri-State Settlement to the
contribution and indemnity claims they asserted against ASARCO.

Doe Run, Blue Tee and Gold Fields, and NL Industries have
asserted contribution and indemnification claims relating to the
Tri-State Site against ASARCO.  They are also potentially
responsible parties with respect to the Site.

The PRPs note that the Settlement grants to ASARCO protection
from liability for contribution claims asserted by potentially
responsible parties.  They further point out that the provision
may suggest that the states of Kansas, Missouri and Oklahoma may
not be required to provide a credit to them for distributions
actually received by those States on account of their respective
allowed claims.  To the extent the effect of the Settlement would
deny the PRPs credits from the States otherwise available to them
under applicable non-bankruptcy law, the PRPs object to the
proposed settlement.

The PRPs also object to the proposed settlement to the extent
that it would limit their ability to receive credits for sums
actually received by the U.S. Government and each of the subject
States on account of the claims allowed under the Settlement
Agreement, whether those funds are "received" under the
Settlement, pursuant to a confirmed plan of reorganization, or
otherwise.

Furthermore, the PRPs oppose the proposed settlement to the
extent that:

   (a) they would not be eligible to receive credits due to the
       effect of the phrase "non-settling potentially responsible
       parties;"
  
   (b) it may not assure that other alleged responsible parties
       at sites, operable units, designated areas and sub-sites
       for which ASARCO is liable will receive the benefit of the
       reduction in potential liability that is mandated by
       Section 9613(f)(2) of the Public Health and Welfare Code
       and is otherwise required by operation of law;

   (c) its effect could be to deny them the credits to which they
       are entitled based on the unilateral decisions of the
       Governmental Parties.  The PRPs believe that their ability
       to negotiate or litigate their entitlement to those
       credits must be preserved, notwithstanding ASARCO's
       settlement with the Governmental Parties; and

   (d) the Settlement does not expressly state that they are
       third-party beneficiaries of the Governmental Parties'
       agreements to provide the credits, with explicit rights to
       enforce those agreements.

Doe Run objects to the proposed settlement to the extent it would
have the effect of precluding allowance of its claim for
reimbursement of past costs it incurred for the Tri-State Site.

The PRPs advise the Court that they and other PRPs at the Tri-
States Sites have spoken with counsel for the EPA and the U.S.
Department of Interior with respect to the matters they raised.  
The PRPs believe that they may resolve those issues through the
public comment process.

Accordingly, the PRPs ask the Court to direct ASARCO and the
Governmental Agencies to modify the Settlement to properly
address the issues they have raised.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ --   
is an integrated copper mining, smelting and refining company.  
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on Feb. 11,
2008.  (ASARCO Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ASARCO LLC: Lease-Related Decision Deadline Extended to May 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
further extended, until May 9, 2008, the time within which ASARCO
LLC and its debtor-affiliates may decide whether to assume or
reject certain non-residential real property leases.

The Debtors tell the Court that the extension will give them
additional time to determine the extent of their reclamation
obligations under the leases that relate to their Mission Mine
located on lands leased from the San Xavier District of the
Tohono O'odham Nation and certain individual members of the
Tohono O'odham Nation who hold trust patent allotments of the
lands.

The Debtors are currently negotiating a settlement with the San
Xavier District, the Allottees, and the U.S. Department of the
Interior Bureau of Land Management and Bureau of Indian Affairs
concerning their reclamation obligations.  

If the Debtors are not able to determine the nature and scope of
their reclamation obligation, they cannot determine the cost of
assuming or rejecting the Mission Mine Leases, Judith W. Ross,
Esq., at Baker Botts, L.L.P., in Dallas, Texas, asserts.  Thus,
the reclamation obligations must be resolved before the Debtors
can make a decision whether to assume or reject the Mission Mine
Leases.

The reclamation claims filed by the Mission Mine Parties will be
subject to estimation pursuant to Court-approved procedures.  
ASARCO LLC, one of the Debtors, also initiated a litigation
against the Department of Interior, and that litigation is on
track for a December 2007 resolution, Ms. Ross informs the Court.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ --   
is an integrated copper mining, smelting and refining company.  
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on Feb. 11,
2008.  (ASARCO Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ATARI INC: CEO David Pierce Resigns, Curtis Solsvig Takes Over
--------------------------------------------------------------
David Pierce has resigned his position as Atari Inc.'s chief
executive officer under the terms of his employment agreement.
Curtis G. Solsvig III, chief restructuring officer, will assume
Mr. Pierce's responsibilities on an interim basis.

An executive search has been initiated to find Mr. Pierce's
successor.

"We appreciate David's support and commitment through a difficult
period in the company's history and wish him well in his future
endeavors." Gene Davis, chairman of the board of directors said.

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

Atari Inc.'s consolidated balance sheet at June 30, 2007, showed
$35 million in total assets and $43.6 million in total
liabilities, resulting in an $8.6 million in total shareholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $25.2 million in total current
assets available to pay $34.1 million in total current
liabilities.

Net loss for the first quarter ended June 30, 2007, was
$11.9 million, compared to net loss of $7.3 million in the year-
earlier period.

                      Going Concern Doubt

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


BARCLAYS CAPITAL: Moody's Downgrades Ratings on 11 Tranches
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 11 tranches
and has placed under review for possible downgrade the ratings of
8 tranches from 2 deals issued by Barclays Capital in 2006.  One
downgraded tranche was left on review for possible further
downgrade.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

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

Issuer: BCAP LLC Trust 2006-AA1

   * Cl. A-2 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 Baa3, previously A2,
   * Cl. M-6, Downgraded to Ba1, previously A3,
   * Cl. M-7, Downgraded to Ba3, previously Baa1,
   * Cl. M-8, Downgraded to B3, previously Baa2,
   * Cl. M-9, Downgraded to Ca, previously Ba1.

Issuer: BCAP LLC Trust 2006-AA2

   * 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 Ba3, previously Baa1,

   * Cl. M-8, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.


BARONET INC: Seeks Protection from Creditors Under CCAA
-------------------------------------------------------
Baronet Inc. and Baronet USA filed bankruptcy petitions under
Companies' Creditors Arrangement Act after suffering losses for
almost two years, Michael J. Knell at Furniture Today reports.

The Debtors terminated all of its workers numbering 145 and closed
down its factory, Furniture Today says.

Baronet's operating losses were due to the strong Canadian dollar
and the slump in the retail industry, Furniture Today relates,
citing spokesman Thierry Audin.

Sainte-Marie, Quebec-based Baronet Inc. -- http://www.baronet.ca/
-- manufactures and exports contemporary household furniture.  Its  
market includes Iran, United Arab Emirates, United Kingdom, and
most parts of the United States.


BEAR STEARNS: Expects Net Loss in Fourth Quarter of 2007
--------------------------------------------------------
Samuel L. Molinaro, Jr., Executive Vice President, Chief Financial
Officer and Chief Operating Officer of The Bear Stearns Companies
Inc. provided an update Wednesday on the company's collateralized
debt obligations and subprime related exposures.

According to Mr. Molinaro, as of Aug. 31, 2007, the company had
total ABS CDO related exposures of approximately $2 billion, which
consisted of $963 million of AAA super senior, $165 million below
AAA and $944 million of CDO Warehouse.  These positions have
been materially reduced through Nov. 9, 2007.

The CDO Warehouse exposure as of Aug. 31, 2007 has essentially
been liquidated or converted into CDO's.  The company's overall
CDO position as of Nov. 9, 2007, was $884 million, down from
approximately $2 billion as of Aug. 31, 2007.

During the period between Aug. 31, 2007, and Nov. 9, 2007, the
company significantly increased its short subprime exposures
reducing the Aug. 31, 2007 net exposure of about $1 billion to a
negative $52 million net exposure as of Nov. 9, 2007.

As a result of the extremely challenging environment, Mr. Molinaro
relates that the company has gone through an exhaustive process of
revaluing the mortgage and CDO portfolios.  As a result, the
company will be taking a net write-down of about $1.2 billion on
these positions and others in its mortgage inventory.  Net of tax,
this write down is approximately $700 million.  The vast majority
of these losses are attributable to write downs on the CDO and CDO
warehouse portfolio.

Consequently, the company anticipates having a loss for the fourth
quarter of 2007.  The company has no off-balance-sheet exposures
to CDO or subprime collateral held by conduits or other entities
including Structured Investment Vehicles.

                      Rating Agency Actions

Fitch Ratings affirmed Bear Stearns and its subsidiaries' long-
term credit ratings and downgraded the short-term rating to 'F1'
from 'F1+', and Individual rating to 'B/C' from 'B'.  The Rating
Outlook has been revised to Negative from Stable.  Fitch says that
despite the company's ability to manage its balance sheet amid a
pressured environment, the ratings agency believes Bear Stearns
financial performance has been negatively impacted by management's
decision to support a sponsored structured credit fund.

Similarly, Standard & Poor's Ratings Services took negative
actions in response to the company's announcement of a fourth-
quarter write down which will result in a loss, the company's
first in its history.  S&P lowered its long-term counterparty
credit rating on the company to 'A' from 'A+' and affirmed the 'A-
1' short-term rating.  The outlook is negative.

Moody's, on the other hand, placed the long-term ratings of Bear
Stearns  (LT unsecured at A1) and its subsidiaries on review for
possible downgrade.  The Prime-1 short-term rating was affirmed.

                  About Bear Stearns Companies

New York-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is primarily a holding company that  
through its broker-dealer and international bank subsidiaries,
principally Bear, Stearns & Co. Inc., Bear, Stearns Securities
Corp. (BSSC), Bear, Stearns International Limited (BSIL) and Bear
Stearns Bank plc (BSB) is an investment banking, securities and
derivatives trading, clearance and brokerage firm serving
corporations, governments, institutional and individual investors
worldwide.  The company operates as a securities broker and dealer
in three principal segments: Capital Markets, Global Clearing
Services and Wealth Management.


BEAR STEARNS: Fund LP Wants to Dissolve and Liquidate Assets
------------------------------------------------------------
Bear Stearns High-Grade Structured Credit Strategies Enhanced
Leverage Fund LP has asked the U.S. Delaware Chancery Court in
Wilmington to allow it to dissolve and liquidate its assets
considering the decline in the subprime mortgage market and
pending management complaints filed by its creditors, Bloomberg
News reports.

Bear Stearns Fund LP was linked to the Cayman Islands-based hedge
funds, Bear Stearns High-Grade Structured Credit Strategies Master
Fund, Ltd., and Bear Stearns High-Grade Structure Credit
Strategies Enhanced Fund, Ltd., which are currently liquidating
under Cayman Islands' Companies Law in July 2007, the investment
firm's lawyers said in the Delaware court filings.

According to Bloomberg, Bear Stearns Fund LP is a "feeder fund"
for the Cayman Islands-based Funds, which are "master funds."  
This set-up is usually done so the foreign master fund can gain a
tax advantage for the domestic investors.

"The partnerships can no longer operate in the manner contemplated
by the agreement that created it," Bloomberg quotes the feeder
fund counsel as saying.

The Bear Stearns Master Funds previously sought court protection
after a firm granted one of the investment funds $1,600,000,000 in
emergency financing, the biggest hedge-fund bailout since the
collapse of Long-Term Capital Management LP in 1998, Bloomberg
notes.

Aside from its liquidation request, Bear Stearns Fund LP also
sought permission from the Delaware Chancery Court to employ KPMG
International to oversee its liquidation.  The investment firm's
lawyers related to Bloomberg that KPMG is also overseeing the
liquidation of about five of the firm's other hedge funds,
including the Cayman Islands-based Master Funds.

"KPMG is already serving as the liquidator of the two master
funds," Bear Stearns spokesperson Russell Sherman said in an e-
mailed statement.  "By having KPMG, which is operating
independently of [Bear Stearns Asset Management], serve as
liquidators for the feeder fund will increase efficiencies and
provide for a coordinated effort."

Moreover, Samuel Molinaro, chief financial officer of New York-
based Bear Stearns Cos., disclosed that the company will take a
write-down of $1,200,000,000 for the fourth quarter of 2007
related to mortgage securities, creating the company's first
quarterly loss in its 84-year history, the Wall Street Journal
says.

The write-down relates to Bear Stearns' position in collateralized
debt obligations, complex mortgage-backed securities, and other
like-holdings.  The Journal says the size of the write-down might
change during the last two weeks of the quarter ending November
30, 2007.

According to Bloomberg data, Bear's shares rose $2.58, 2.6%, to
$103.45 in New York Stock Exchange composite trading in Nov. 14.
The company's shares have fallen 36.6% this year.

                   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).


BFC SILVERTON: S&P Puts 'BB+' Ratings Under Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B-1, B-2, and C notes issued by BFC Silverton CDO Ltd., the class
A-1J notes issued by Hartshorne CDO I Ltd., the class A-1, A-2, A-
3, B, C, D, E, and combo notes issued by Pampelonne CDO II Ltd.,
and the class A-2, B, C, D, and E notes issued by Pampelonne CDO I
Ltd. on CreditWatch with negative implications.  The ratings on
the class D, E, and F notes issued by BFC Silverton CDO Ltd. and
the ratings on the class A-2, A-3, B1, B2, and B3 notes issued by
Hartshorne CDO I Ltd. remain on CreditWatch with negative
implications, where they were placed Oct. 22, 2007.
     
Standard & Poor's notes that BFC Silverton CDO Ltd. triggered an
event of default under section 5.1(d) of the indenture dated Oct.
31, 2007, when its class A/B par value coverage ratio fell below
100%.  On Nov. 9, 2007, Hartshorne CDO I Ltd. triggered an EOD
under section 5.1(h) of the indenture dated March 20, 2007, after
failing the senior credit test.  Pampelonne CDO I
Ltd. triggered an EOD on Nov. 9, 2007, under section 5.1(e) of the
indenture dated Oct. 19, 2006, when its class A EOD ratio fell
below 100%. On Nov. 8, 2007, Pampelonne CDO II Ltd. triggered an
EOD under section 5.1(e) of the indenture dated March 6, 2007,
when its class A EOD ratio fell below 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
  -----------                 -----      --              ----
  BFC Silverton CDO Ltd.      B-1        AAA/Watch Neg   AAA
  BFC Silverton CDO Ltd.      B-2        AAA/Watch Neg   AAA
  BFC Silverton CDO Ltd.      C          AA/Watch Neg    AA
  Hartshorne CDO I Ltd.       A-1J       AAA/Watch Neg   AAA
  Pampelonne CDO I Ltd.       A-2        AAA/Watch Neg   AAA
  Pampelonne CDO I Ltd.       B          AA/Watch Neg    AA
  Pampelonne CDO I Ltd.       C          A/Watch Neg     A
  Pampelonne CDO I Ltd.       D          BBB/Watch Neg   BBB
  Pampelonne CDO I Ltd.       E          BB+/Watch Neg   BB+
  Pampelonne CDO II Ltd.      A-1        AAA/Watch Neg   AAA
  Pampelonne CDO II Ltd.      A-2        AAA/Watch Neg   AAA
  Pampelonne CDO II Ltd.      A-3        AAA/Watch Neg   AAA
  Pampelonne CDO II Ltd.      B          AA/Watch Neg    AA
  Pampelonne CDO II Ltd.      C          A/Watch Neg     A
  Pampelonne CDO II Ltd.      D          BBB/Watch Neg   BBB
  Pampelonne CDO II Ltd.      E          BB+/Watch Neg   BB+
  Pampelonne CDO II Ltd.      Combo      AAA/Watch Neg   AAA
   
           Ratings Remaining on Creditwatch Negative

         Transaction                Class      Rating
         -----------                -----      ------
         BFC Silverton CDO Ltd.     D          A/Watch Neg
         BFC Silverton CDO Ltd.     E          BBB/Watch Neg
         BFC Silverton CDO Ltd.     F          BB+/Watch Neg
         Hartshorne CDO I Ltd.      A-2        AA/Watch Neg
         Hartshorne CDO I Ltd.      A-3        A/Watch Neg
         Hartshorne CDO I Ltd.      B1         BBB+/Watch Neg
         Hartshorne CDO I Ltd.      B2         BBB/Watch Neg
         Hartshorne CDO I Ltd.      B3         BBB-/Watch Neg

                  Other Outstanding Ratings

         Transaction                 Class      Rating
         -----------                 -----      ------
         BFC Silverton CDO Ltd.      A Liq Fac  AAA
         Hartshorne CDO I Ltd.       X          AAA
         Hartshorne CDO I Ltd.       A-1S       AAA
         Pampelonne CDO I Ltd.       S          AAA
         Pampelonne CDO I Ltd.       A-1        AAA
         Pampelonne CDO II Ltd.      S          AAA


BRISTOW GROUP: Completes $2.5 Mil. Buyout of Vortex Helicopters
---------------------------------------------------------------
Bristow Group Inc. has completed the acquisition of Vortex
Helicopters Inc. for approximately $2.5 million.

The acquisition is part of the expansion of Bristow's Global
Training Division.  Upon completion of the transaction, the flight
school was renamed Bristow Academy Inc., New Iberia Campus.
    
"Having a training school in the heart of the Gulf of Mexico
region is a key element in our global strategy to address pilot
recruitment and retention," Patrick Corr, president of the
Bristow's Global Training Division said.  "The New Iberia campus
will focus on attracting aspiring pilots who have a strong
connection to the Gulf Coast community."

"I'm looking forward to a new chapter in the growth of the company
I established in 1987," Joe Sheeran, Vortex founder added.  "It's
exciting to see the opportunities that are available to the
school, its students, and its staff through this acquisition."

Mr. Sheeran will continue with the company in the role of general
manager of the New Iberia campus.
    
With the addition of the New Iberia school Bristow Academy now has
training facilities located in Louisiana, California, and Florida,
well as in the United Kingdom.  The Academy is approved to provide
training for all U.S. Federal Aviation Administration and European
Joint Aviation Administration helicopter licenses.

                   About Vortex Helicopters Inc.

Headquartered in New Iberia, Los Angeles, Vortex Helicopters -
http://www.vortex-helicopters.com/-- is a flight training school.   
Vortex owns 11 training helicopters and focuses on high quality
flight training for helicopter pilots, primarily from the Gulf
Coast area.

                    About  Bristow Group Inc.

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

                         *     *     *

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


CALUMET SPECIALTY: S&P Affirms 'B' Rating and Revises Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on refining
and marketing company Calumet Specialty Products Partners L.P. to
positive from stable, and affirmed its 'B' corporate credit rating
on the company.  The revised outlook followed the announcement
that Calumet intends to issue 2.8 million common units to help
finance its pending acquisition of Penreco and provide additional
liquidity for future spending needs, including acquisitions.
     
"The outlook revision reflects expectations for Calumet to
maintain relatively moderate debt leverage, the enhanced asset
diversification from the pending Penreco acquisition, and
completing expansion of its largest refinery in the near term,"
said Standard & Poor's credit analyst Paul B. Harvey.
     
The positive outlook also reflects the potential for further asset
diversification if Calumet completes the proposed $250 million
acquisition of specialty hydrocarbon facilities in the U.S. and
Europe.
     
As part of the financing for the Penreco acquisition, Calumet has
obtained a commitment from Bank of America N.A. for a new,
$425 million senior secured first-lien term loan facility.  
Standard & Poor's intends to rate the facility when it receives
final documentation later in the fourth quarter.  Existing
recovery and bank loan ratings reflect Calumet's present term loan
facility and do not imply any potential ratings on the new
facility.
     
The ratings on Indianapolis, Indiana-based Calumet reflect its
position as a small, independent petroleum refiner structured as a
master limited partnership, its hedging on around 60% of fuel
production through 2010, and more stable specialty product
margins.  The company has moderate debt leverage for the current
rating, and modest asset diversity is provided by its three
refineries and the pending acquisition of Penreco.


CHAPARRAL RANCH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Chaparral Ranch, L.L.C.
        1443 Blackstone Avenue
        San Jose, CA 95118

Bankruptcy Case No.: 07-53719

Chapter 11 Petition Date: November 14, 2007

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: David A. Boone, Esq.
                  1611 The Alameda
                  San Jose, CA 95126
                  Tel: (408) 291-6000

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

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


COMMUNITY HEALTH: Moves Notes Exchange Offer Period to Nov. 30
--------------------------------------------------------------
CHS/Community Health Systems Inc. has extended the exchange offer
period for its 8-7/8% Senior Notes due 2015, until Nov. 30, 2007,
at 5:00 p.m., New York City time.  The exchange offer was
scheduled to expire on Nov. 13, 2007, at 5:00 p.m., New York City
time.

On Oct. 9, 2007, CHS/CHS launched an exchange offer pursuant to
which it offered to the holders of the outstanding $3,021,331,000
aggregate principal amount of its Notes to exchange the Notes for
a like principal amount of its 8-7/8% Senior Notes due 2015 which
have been registered under the Securities Act of 1933, as amended.

As of the close of business on Nov. 13, 2007, U.S. Bank National
Association, the exchange agent, had received tenders of Notes in
the aggregate principal amount of $3,016,621,000.

Located in the Nashville, Tennessee, suburb of Franklin, Community
Health Systems Inc. -- http://www.chs.net/-- (NYSE: CYH) operates  
general acute care hospitals in non-urban communities throughout
the United States.  Through its subsidiaries, the company
currently owns, leases or operates 80 hospitals in 23 states.  Its
hospitals offer inpatient medical and surgical services,
outpatient treatment and skilled nursing care.

                          *     *     *

Standard & Poor's Ratings Services placed Community Health Systems
Inc.'s long term foreign and local issuer credit ratings at 'B+'
in  June 2007.  The ratings still hold to date.


COPANO ENERGY: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Copano Energy LLC's B1
Corporate Family Rating and the B2 rating on its 8.125% senior
unsecured notes due 2016, including the proposed $125 million add-
on announced this afternoon.  The LGD rating on the notes was
changed to B2 (LGD 5, 73%) from B2 (LGD 5, 75%).  Proceeds from
the proposed add-on will be used to repay borrowings under
Copano's revolving credit facility.  The rating outlook is
positive.

The ratings affirmation reflects Copano's increased scale and
greater geographic diversification following the recently closed
Cantera acquisition as well as its historically conservative
leverage profile.  As a result of the acquisition, Copano's total
assets have increased to approximately $1.7 billion, which is more
consistent with Ba-rated midstream companies.  Cantera will add a
third operating region to Copano's existing assets in the Mid-
continent and the Texas Gulf Coast.  The acquisition will further
reduce Copano's commodity price exposure as all of Cantera's
gathering contracts are fee-based.  Copano estimates that its
percentage of fee-based volumes will increase next year to 57%
from 38%.

These benefits are tempered by Copano's higher leverage and lower
returns following the acquisition.  Copano paid a very high
multiple for Cantera (based on historical results), which will
lower the its returns until cash flow grows over the next several
years from expected higher production volumes.  Copano funded the
transaction with 63% equity, including $335 million from a private
placement and $112.5 million issued to the seller.  The remaining
$277.5 million of the purchase price was funded from borrowings
under Copano's revolving credit facility, of which $125 million is
being termed out today.  In spite of the relatively high amount of
equity funding, Copano's leverage increased as a result of the
Cantera acquisition. On a pro forma basis, Copano's debt/EBITDA
(not adjusted for option premium amortization) is approximately
4.2x for the LTM period ended Sept. 30, 2007.  Moody's expects
that Copano's leverage will drop to less than 4.0x by the end of
2007 and will remain at or below that level in 2008.  While this
is somewhat higher than Copano's historical leverage levels, is at
the lower end of comparable peers that range between 3.5x-4.5x.

The rating outlook is positive, although the Cantera acquisition
slowed the Copano's momentum toward an upgrade to Ba3.  Moody's
would like to see execution on the acquired assets as well as
continued strong performance in other areas before proceeding with
an upgrade.  Weaker operational results including shortfalls in
expected growth volumes on the Cantera assets or an unfavorable
change in financial policies could result in a return to a stable
outlook.

Copano Energy LLC is headquartered in Houston, Texas.


COPANO ENERGY: S&P Holds 'BB-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Copano Energy LLC.  At the same time, S&P
affirmed its 'B+' rating on the company's $225 million senior
unsecured notes due 2016, and assigned its 'B+' rating to the
company's additional proposed $100 million senior unsecured notes
due 2016.  The outlook is positive.
     
The ratings on Copano reflect a business risk profile that S&P
categorize as weak.  Houston, Texas-based Copano is a "midstream"
energy company that gathers, processes, and transmits natural gas.  
It operates in the Texas Gulf Coast region and in Oklahoma.
     
Copano's business risk profile reflects an asset base that is
smaller than many of its midstream peers and margins that are
sensitive to volume declines and commodity prices.  For Copano's
Texas Gulf Coast processing segment, most of the contracts are
keep-whole and expose the company to commodity pricing volatility.
Management has modified its Houston Central processing plant and
negotiated its contracts to have fee arrangements that allow the
company to condition the gas rather than fully process it at its
discretion.  However, these contracts remain more vulnerable to
the spread between natural gas and natural gas liquids prices than
purely fee-based contracts.  For the Gulf Coast pipeline segment,
the company purchases more than one-half of the gas on a
percentage discount to index basis, where margins are a function
of index pricing.
      
"The positive outlook reflects earnings performance that, in
combination with sizable equity issuances, has improved the
company's financial profile," said Standard & Poor's credit
analyst Plana Lee.
      
"We could raise the rating if the company continues its strong
operating performance and continues with its ongoing efforts to
manage cash flow volatility through hedges," she continued.
     
Any upward rating action would also rely on disciplined financing
for acquisitions or growth projects.  Conversely, lower-than-
expected volumes, greater-than-expected debt-financed capital
spending, or a weakened financial risk profile could dampen the
possibility of an upgrade.


CREDIT SUISSE: Fitch Rates $10.2MM Class N Certificates at BB-
--------------------------------------------------------------
Fitch has rated Credit Suisse Commercial Mortgage Trust, series
2007-C5 commercial mortgage pass-through certificates as:

  -- $33,000,000 class A-1 'AAA';
  -- $315,000,000 class A-2 'AAA';
  -- $161,000,000 class A-3 'AAA';
  -- $65,083,000 class A-AB 'AAA';
  -- $982,500,000 class A-4 'AAA';
  -- $347,984,000 class A-1-A 'AAA';
  -- $197,981,000 class A-M 'AAA';
  -- $74,100,000 class A-1-AM 'AAA';
  -- $153,463,000 class A-J 'AAA';
  -- $57,400,000 class A-1-AJ 'AAA';
  -- *$2,172,710,000 class A-SP 'AAA';
  -- *$2,720,810,685 class A-X 'AAA';
  -- $23,807,000 class B 'AA+';
  -- $20,406,000 class C 'AA';
  -- $34,010,000 class D 'AA-';
  -- $30,609,000 class E 'A+';
  -- $13,604,000 class F 'A';
  -- $40,813,000 class G 'A-';
  -- $20,406,000 class H 'BBB+';
  -- $30,609,000 class J 'BBB';
  -- $23,807,000 class K 'BBB-';
  -- $10,203,000 class L 'BB+';
  -- $10,203,000 class M 'BB';
  -- $10,203,000 class N 'BB-'.

*Notional Amount

Fitch did not rate the $17,005,000 class O, $3,401,000 class P,
$10,203,000 class Q, and $34,010,685 class S.

Classes A-1, A-2, A-3, A-AB, A-4, A-1-A, A-M, A-1-AM, A-J, A1-AJ,
B, and A-SP are offered publicly while classes A-X, C, D, E, F, G,
H, J, K, L, M, N, O, P, Q, and S are privately placed pursuant to
rule 144A of the Securities Act of 1933.  The certificates
represent beneficial ownership interest in the trust, primary
assets of which are 194 fixed rate loans having an aggregate
principal balance of approximately $2,720,810,685, as of the
cutoff date.


CREDIT SUISSE: Fitch Affirms Junk Rating on $9.9MM Certificates
---------------------------------------------------------------
Fitch Ratings has upgraded Credit Suisse First Boston's commercial
mortgage pass-through certificates, series 2001-CF2, as:

  -- $18.9 million class F to 'AA' from 'AA-';
  -- $14 million class G to 'A+' from 'A';
  -- $16.4 million class H to 'A-' from 'BBB+'.

In addition, Fitch affirms the following classes:
  -- $19.4 million class A-3 at 'AAA';
  -- $523.2 million class A-4 at 'AAA';
  -- Interest only classes A-CP and A-X at 'AAA';
  -- $43.8 million class B at 'AAA';
  -- $49.3 million class C at 'AAA';
  -- $10.9 million class D at 'AAA';
  -- $16.4 million class E at 'AAA';
  -- $21.9 million class J at 'BB';
  -- $8.2 million class K at 'BB-';
  -- $9.3 million class L at 'B+';
  -- $9.9 million class M at 'CCC/DR3'.

Class N remains at and 'C/DR6', respectively.  Class O has been
depleted by realized losses and Fitch does not rate the
$1 million class RA certificates.  Classes A-1 and A-2 have paid
in full.

The rating upgrades are due to additional paydown (5.4%) and
defeasance (8.3%) since Fitch's last rating action.  As of the
October 2007 distribution date, the pool's aggregate collateral
balance has been reduced 32.1%, to $766 million from
$1.128 billion at issuance.  Twenty-seven loans (37.3%) have
defeased to date.

Currently, four assets (2.4%) are in special servicing with Fitch-
expected losses on three.  The largest specially serviced asset
(1.1%) is a real estate owned office property located in Olivette,
Missuori.  Current occupancy is 96% and the special servicer
marketing the property for sale.  The three other specially
serviced assets (1.2%) are a limited service hotel located in
Niagra Falls, New York, a portfolio of manufactured housing
properties in Vermont, and a multifamily in Bloomington, Illinois.  
Fitch-projected losses on the specially serviced assets are
expected to deplete class N and impair class M.


CYGNAL TECHNOLOGIES: Commences Court-Supervised Restructuring
-------------------------------------------------------------
Cygnal Technologies Corporation said Wednesday that it is
initiating a court-supervised restructuring in order to restore
its financial health.

The company will seek an Order under the Companies' Creditors
Arrangement Act in a hearing before the Ontario Superior Court of
Justice Wednesday morning.  The Order being sought, if granted,
will cover Cygnal Technologies Corporation and its subsidiaries
Cygnal Technologies Ltd. and Accord Communications Ltd.

The Order will not cover White Radio GP Inc. or White Radio LP,
neither of which is participating in this process.

The company's Chief Executive Officer, Jos Wintermans, said, "We
are taking this action to address our problems, protect our
stakeholders, develop a restructuring plan, and return to being a
financially viable business.  A thorough financial review has
concluded that we face a serious viability issue."

Our problems include a high level of indebtedness which bears
interest at a high annual rate, a high cost structure, a
deteriorating cash position and a lack of access to the funding
required to maintain our operations."

Although Cygnal has begun to implement several cost control
measures, Cygnal does not and will not have the liquidity that it
requires without the legal protection and other benefits provided
by a Court-supervised restructuring process.  We believe that
today's action is the responsible course to take and that we must
act quickly in order to preserve the cash we require for our
operations and to maintain the viability of those operations.  The
Order being sought, if granted, will provide the process and the
legal protection in which we can operate without interruption and
serve our customers throughout this period."

We believe that a successful restructuring will achieve greater
benefit for our stakeholders than any other available alternative.   
However, it is not possible at this time to predict the final
details of the restructuring plan that will be presented to our
stakeholders for their approval or to speculate upon any other
actions that might be taken in connection with this process."

In order to provide Cygnal with access to the funds needed to
conduct its business during this period, the Company's existing
lender, Laurus Master Fund Ltd., will, upon the Order being
granted, make available to Cygnal a further $7,415,000 in the form
of "debtor-in-possession" financing.

                      Laurus DIP Financing

In addition, Laurus will maintain Cygnal's current operating
credit facilities, although Cygnal will not be entitled to
additional advances under those facilities.  The additional
financing is expected to provide Cygnal with adequate liquidity to
fund its on-going operations while the company pursues its
restructuring plan.

If granted, the Order being sought will stay obligations of the
company to creditors (other than Laurus), including suppliers, for
the customary initial period of 30 days.  The stay period may be
extended upon subsequent applications to the Court.  The company
will pay suppliers for goods and services provided after the date
of the Order being sought.  Claims prior to the Order will be
addressed in the restructuring plan.

Under the terms of the Order sought, if granted, Laurus will be
unaffected by the Order and will be entitled to demand payment of
advances under the debtor-in-possession facility and all other
secured indebtedness of Cygnal owing to Laurus upon notice to
Cygnal following the occurrence of certain stated events of
default.

Laurus has given notice to the company that certain events of
default have occurred under the existing loan agreements between
the company and Laurus and has accelerated the payment of all of
the company's obligations under these loan agreements and the
related security.

However, pursuant to a forbearance agreement between Laurus, the
company and certain of the company's subsidiaries, Laurus has
agreed that, for so long as no further events of default have
occurred (other than any defaults arising as a result of the
Company and its subsidiaries having sought court protection),
Laurus will not take any further steps to enforce its rights under
its existing loan agreements with Cygnal or in connection with any
existing security or guarantees granted by Cygnal or its
subsidiaries in favor of Laurus.

The company intends to continue its efforts to solicit proposals
from third parties for an alternative transaction, including a
sale of the company or all or substantially all of its assets or
business.  There can be no assurance that those efforts will be
successful.

If the Order being sought is granted, PricewaterhouseCoopers Inc.
will serve as the court-appointed Monitor under the CCAA process
and will assist the company in formulating its restructuring plan.

                    About Cygnal Technologies

Based in Markham, Ontario, Cygnal Technologies Corporation --
http://www.cygnal.ca/-- provides network communications solutions  
including the design, integration, installation, maintenance and
management of wired and wireless solutions and networks.  The
company offers a full range of technologies and solutions for
service providers and enterprise customers.  Cygnal has expertise
in voice, video and data solutions over traditional and next
generation converged technologies.  Cygnal supports end-user
customers and business partners through 12 offices across Canada,
including Vancouver, Edmonton, Calgary, Winnipeg, London,
Burlington, Toronto, Ottawa, Montreal, Quebec City and Halifax.


DAYTON SUPERIOR: Sept. 28 Balance Sheet Upside-Down by $98.1 Mil.
-----------------------------------------------------------------
Dayton Superior Corporation disclosed Tuesday financial results
for the third quarter ended Sept. 28, 2007.

At Sept. 28, 2007, the company's consolidated balance sheet showed
$328.3 million in total assets and $426.4 million in total
liabilities, resulting in a $98.1 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 28, 2007, also
showed strained liquidity with $159.4 million in total current
assets available to pay $249.2 million in total current
liabilities.

The company reported net income of $386,000 for the third quarter
of 2007, versus a net loss of $342,000 for the third quarter of
2006.

Net sales were $131 million, versus $132 million in the prior
year quarter.

Gross profit of $39 million was approximately level with gross
profit in the prior year quarter and reflected gains in product
gross profit offset by declines in gross profit from rental  
revenue and used rental equipment sales.

Dayton Superior also disclosed that it has obtained a commitment
letter for a debt refinancing that is currently estimated to
reduce annual interest expense by $3 million to $4 million.

Eric R. Zimmerman, Dayton Superior's president and chief executive
officer, said: "The operational enhancements we are driving
through our business will continue over the year ahead as we
realize the benefits of our capital expenditures in lean
manufacturing, IT infrastructure and regionally focused sales and
customer service activities over the past two years.  We will also
continue to emphasize new product development, lean manufacturing,
customer service efficiencies, and overall cost controls which
should buffer against what some observers are predicting to be
challenging industry and economic conditions in 2008.

"I am particularly pleased that, despite the currently difficult
capital market environment, we were able to secure a commitment
from GE Commercial Finance for debt refinancing that will
significantly reduce our annual interest expenses and strengthen
our balance sheet.  We view this as the first step in our overall
refinancing efforts.  During the coming 12 to 18 months, we expect
to undertake the refinancing of our subordinated debt which, we
currently believe, should result in further interest expense
reductions," Mr. Zimmerman said.

For the first nine months of 2007, Dayton Superior had a net loss
of $3 million, on net sales of $367 million.  For the first nine
months of 2006, the net loss was $8 million, on net sales of
$363 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 28, 2007, are available for
free at http://researcharchives.com/t/s?255e

                        Debt Refinancing

Dayton Superior has received a commitment from GE Commercial
Finance for a new $150 million revolving credit facility and a new
$100 million term loan, for total new financing of $250 million.

The new "revolver," an Asset Based Lending facility currently
expected to be issued at the rate of LIBOR plus 225 basis points,
will replace the company's existing $130 million revolving credit
facility.  A portion of the revolving credit facility, as well as
the new term loan, which is currently expected to be issued at
LIBOR plus 375 basis points, will be used to retire the company's
10 3/4% Senior Second Secured Notes due in September 2008 at a
redemption price of 102.813% of principal amount plus accrued
interest.

Upon completion of the debt refinancing, drawdowns against the new
revolving credit facility including for payment of associated fees
are expected to be approximately $65 million.

Consummation of the new debt financing is subject to customary
conditions, including an absence of material adverse changes in
Dayton Superior's business and a requirement for minimum adjusted
EBITDA.  The financing commitment provides for customary up-front
fees and expires on Jan. 25, 2008.  Dayton Superior expects to
complete the refinancing prior to that date.

Dayton Superior expects to explore refinancing alternatives with
respect to its 13% Senior Subordinated Notes in the future.

                      About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation
(NASDAQ: DSUP) -- http://www.daytonsuperior.com/-- is a provider  
of specialized products consumed in non-residential, concrete
construction, and the largest concrete forming and shoring rental
company serving the domestic, non-residential construction market.  

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Moody's Investors Service affirmed the company's B2 corporate
family rating, B2 probability of default rating, and upgraded the
rating on Dayton's 10.75% notes to B1 from B2, as well as upgraded
the rating on the company's 13% notes to Caa1 from Caa2.  The
ratings outlook remains stable.


DUNMORE HOMES: Wants To Hire Kurtzman Carson as Claims Agent
------------------------------------------------------------
Dunmore Homes Inc. asks the United States Bankruptcy Court for the
Southern District of New York for permission to employ Kurtzman
Carson Consultant LLC as its claim, noticing and balloting agent.

As the Debtor's claims agent, Kurtzman Carson will:

   a) prepare and serve required notices in this Chapter 11 case,
      including:

        i) a notice of the commencement of this 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 this Chapter 11 case;

   b) assist with publication of required notices, as necessary;

   c) maintain copies of all proofs of claim and proofs of
      interest filed in this case;

   d) maintain official claims registers in this case by docketing
      all proofs of claim and proofs of interest in a claims
      database that includes these information for each claim or
      interest asserted:

         i) the name and address of the claimant or interest
            holder and any agent thereof, if the proof of claim or
            proof of interest was filed by an agent;

        ii) the date the proof of claim or proof of interest was
            received by the firm and the Court;

       iii) the claim number assigned to the proof of claim or
            proof of interest; and

        iv) the asserted amount and classification of the claim;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the clerk's office a copy of the claims
      registers on a weekly basis, unless requested by the clerk's
      office on a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      list available to the clerk's office or any party in
      interest upone request;

    h) provide access to the public for examination of copies of
       the proofs of claims or proofs of interest filed in this
       case without charge during regular business hours;

    i) create and maintain a public access website setting forth
       pertinent case information and allowing access to certain
       documents filed in the Debtor's Chapter 11 case;

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

    k) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

    l) provide temporary emplyees, who are not part or present
       employees of the Debtor, to process claims, as necessary;

    m) promptly comply with further conditions and requirments as
       the clerk's office or the Court may at any time prescribe;

    n) provide balloting and solicitation services, including
       producing personalized ballots and tabulating creditor
       ballots on a daily basis;

    o) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtor;

    p) at the close of this case, box and transport all original
       documents in proper format, as provided by the clerk's
       office, to the Federal Archives; and

    q) perform other services as are required by the Debtor to the
       extent covered by the services agreement.

The Debtor tells the Court that the firm received a $25,000
retainer.

The firm's professionals and their compensation rates are:

       Designations                  Hourly Rates
       ------------                  ------------
       Senior Consultant               $230-$295
       Senior Managing Consultant      $230-$295
       Consultant                      $145-$225
       Technology Consultant           $130-$195
       Programming Consultant          $130-$195
       Project Specialist               $80-$140
       Clerical                         $45-$65

Christopher R. Schepper, a senior managing consultant of the firm,
assures the Court that the firm does not hold any interest adverse
to the Debotr's estate and is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The Company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
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.


E*TRADE FINANCIAL: Has Two Options to Rectify Stock Dilemma
-----------------------------------------------------------
E*Trade Financial Corp.'s CEO, Mitchell H. Caplan, has two options
to save the online brokerage firm from bankruptcy, people who are
knowledgeable with the matter told The Wall Street Journal.

According to WSJ's sources, the company has been fielding
suggestions to consider cash infusion.  

In addition, the sources say Mr. Caplan is considering selling the
brokerage firm.

TD Ameritrade Holding Corp. is considering bid for the firm, WSJ
believes.

Industry executives, WSJ relates, believe the merger would result
in long-term savings of $600 million annually.

Earlier, Reuters reported a 59% plunge in E*Trade's shares Monday
following an analyst's statement that mounting credit losses could
lead customers to pull out deposits and likely put the company at
the risk of bankruptcy.

Reuters said despite the firm assuring customers that it can take
a $1 billion write-down and is well capitalized, investors
remained unconvinced pushing the company's shares to $3.55, the
lowest since August 2002.  

Separately, the company disclosed in a regulatory filing with the
Securities and Exchange Commission that on Oct. 17, 2007, the SEC
initiated an informal inquiry into matters related to the
company's loan and securities portfolios.  The company said it is
cooperating fully with the SEC in this matter.

                    About E*TRADE Financial

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

                          *     *     *

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


EAGLE BROADBAND: Files for Bankruptcy Protection in Texas
---------------------------------------------------------
Eagle Broadband, Inc., and 11 subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of Texas on Nov. 14,
2007.

According to Brian Morrow, the company's Chief Operating Officer,
the Debtors' financial situation deteriorated due to several
factors including the substantial development costs associated
with its Internet Protocol TV business.  Mr. Morrow relates that
this business failed to generate expected revenues since the U.S.
market did not materialize as projected.

Further, Mr. Morrow added, sales of equipment, including set-top
boxes necessary for cable Service and SatMAX components related to
providing satellite phone service didn't meet projections.

                         Lawsuit

Mr. Morrow also discloses that a former director, H. Dean Cubley,
filed a lawsuit against the company in August 2006.  The suit
sought to enforce a promissory note entered into by Mr. Cubley and
the company.  The note was in lieu of the issuance of shares for
stock options then held by Mr. Cubley.

In June 2007, a final judgment was entered against the company
awarding MR. Cubley:

   * the principal balance of $1,923,053;
   * interest of $814,113 though March 12, 2007;
   * additional interest at 18% from March 1, 2007; and
   * attorneys fees and court costs of around $53,000.

Eagle Broadband, Inc. -- http://www.eaglebroadband.com/--  
provides Internet protocol television, satellite communications
and information technology products and services.


EAGLE BROADBAND: Case Summary & 28 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Eagle Broadband, Inc.
             101 Courageous Drive
             League City, TX 77573-3963

Bankruptcy Case No.: 07-80605

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Atlantic Pacific Communications, Inc.      07-80606
        Clearworks Communications, Inc.            07-80607
        Clearworks Home Systems, Inc.              07-80608
        Clearworks.Net, Inc.                       07-80609
        D.S.S. Security, Inc.                      07-80610
        Eagle Broadband Services, Inc.             07-80611
        EToolZ, Inc.                               07-80612
        Link-Two Communications, Inc.              07-80613
        Northpointe Telecom Services, L.L.C.       07-80614
        UCGI Corporation                           07-80615
        United Computing Group, Inc.               07-80616

Type of Business: The Debtors provide Internet protocol
                  television, satellite communications and
                  information technology products and services.  
                  See http://www.eaglebroadband.com/

Chapter 11 Petition Date: November 14, 2007

Court: Southern District of Texas (Galveston)

Debtors' Counsel: Wayne Kitchens, Esq.
                  Hughes, Watters & Askanase
                  Three Allen Center
                  333 Clay, 29th Floor
                  Houston, TX 77002
                  Tel: (713) 759-0818
                  Fax: (713) 759-6834

Eagle Broadband Inc's Financial Condition as of November 12, 2007:

Total Assets: $2,794,560

Total Debts:  $8,769,094

A. Eagle Broadband, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
H. Dean Cubley                 judgement             $3,208,316
c/o J. Michael Jordan
Gardere Wynne Sewell, L.L.P.
1000 Louisiana Street,
Suite 3400
Houston, TX 77002-5011

Dutchess Private Equities      convertible           $1,986,755
Fund                           promissory note
50 Commonwealth Avenue,
Suite 2
Boston, MA 02116

The Tail Wind Fund, Ltd.       promissory note       $1,263,335
c/o Peter Weisman
52 Vanderbilt Avenue,
17th Floor
New York, NY 10017

Laten Systems, L.L.C.                                $359,900
(I.P.T.V.)
348 St. Clair Drive
Alphareta, GA 30004

Debevolse & Pilmpton                                 $305,873
875 Third Avenue
New York, NY 10022

GlobeCast North America, Inc.  litigation            $250,000
7291 North West 74th Street
Medley, FL 33166

Comptroller of Public          sales tax             $97,103
Accounts

Embedded Software Group,                             $82,000
Inc.

Y.A. Global Investments                              $58,600

Antenna Technology                                   $49,019

Morrison & Foerster                                  $48,819

Lopez, Blevins, Bork &                               $45,025
Associates, L.P.

Cypress Fairbanks I.S.D.                             $40,626

Gordon & Rees, L.L.P.                                $40,358

Dechert, L.L.P.                                      $37,631

Minerva Networks, Inc.                               $36,295
(I.P.T.V.)

Broadridge Financial                                 $35,673
Solutions, Inc.

Clear Creek, I.S.D.            2006 taxes            $33,454

Beach & Co. International,                           $30,798
P.L.L.C.

Eric H. Winston                lawsuit               $30,000

B. Atlantic Pacific Communications, Inc's 18 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Comptroller of Public          tax penalties--       $26,331
Accounts                       sales tax
Attention: John Tresnicky
Assistant General Counsel
1700 North Congress,
Suite 320
Austin, TX 78701-1436

Aldine I.S.D.-Tax Office                             $13,298
14909 Aldine Westfield
Houston, TX 77032-3027

Chicagoland Cabling Solutions,                       $10,032
Inc.
615 West Roosevelt Road
Maywood, IL 60153

Granite Properties, Inc.                             $9,468

Greyfox Systems                judgement             $7,324

Spring Branch I.S.D.                                 $6,324

North Belt M.U.D.                                    $4,426

A.D.I.-Home Systems                                  $4,259

Bell Canada                                          $4,037

Sprint P.C.S.-0122496734-6                           $3,357

Nickless Schirmer & Co., Inc.                        $2,927

La Quinta-I-35 North, Austin                         $2,744

G.E. Capital Fleet Services                          $2,101

Encompass Electrical                                 $1,965
Technologies, Inc.

Gentech International Corp.                          $1,701

Precision Wireless                                   $1,700
Communications

C.O.R.T. Furniture Rental                            $1,360

Chesapeake Telephone                                 $1,235
Systems, Inc.

C. Clearworks Communications, Inc. did not file a list of its  
   largest unsecured creditors.

D. Clearworks Home Systems, Inc. did not file a list of its
   largest unsecured creditors.

E. Clearworks.Net, Inc.  did not file a list of its largest
   unsecured creditors.

F. DSS Security, Inc.  did not file a list of its largest
   unsecured creditors.

G. Eagle Broadband Services, Inc. did not file a list of its
   largest unsecured creditors.

H. EToolZ, Inc.  did not file a list of its largest unsecured
   creditors.

I. Link-Two Communications, Inc. did not file a list of its
   largest unsecured creditors.

J. Northpointe Telecom Services, L.L.C. did not file a list of its  
   largest unsecured creditors.

K. UCGI Corporation did not file a list of its largest unsecured
   creditors.

L. United Computing Group, Inc. did not file a list of its largest
   unsecured creditors.


FORD MOTOR: Johnson Controls Inks MOU to Buy Saline ACH Plant
-------------------------------------------------------------
Johnson Controls Inc. signed a non-binding memorandum of
understanding with Ford Motor Company to acquire the Saline,
Michigan Automotive Components Holdings plant.

Closure of the transaction is contingent upon the completion of a
competitive labor agreement with the unionized employees at the
plant as well as resolution of other issues needed to ensure the
long term competitiveness of the operation.

The Saline ACH plant manufactures interior components such as door
panels, floor consoles, instrument panels, and cockpit systems for
a variety of Ford Motor Company vehicles.

"Through this agreement Johnson Controls would be able to provide
further support to Ford Motor Company.  This acquisition would
also complement Johnson Controls' global growth plans for our
interiors business by expanding our global interiors manufacturing
capacity," said Jeff Williams, group vice president and general
manager of North America for the Automotive Experience of Johnson
Controls.  "Our goals are to swiftly bring this operation to
profitability, diversify its customer base, achieve synergies from
the added volume and increase our share of the interiors market."

"Automotive Components Holdings is focused on the fundamentals of
manufacturing and delivering significant improvements in quality,
delivery and cost at its operations," said Al Ver, CEO and COO of
Automotive Components Holdings and Ford Motor Company vice
president.  "We are pleased to partner with Johnson Controls on a
transition for our interiors business that is based on a
sustainable business case."

                        2007 Plant Plans

Under Ford's 2007 Hourly Labor Agreement with UAW regarding plant
plans, the company's recovery plan assumed 16 North American plant  
closures.  The closure of ten plants have been announced: St.
Louis Assembly, Atlanta Assembly, Wixom Assembly, Windsor Casting,
Norfolk Assembly, and Maumee Stamping.

These plants are scheduled to be idle or closed:

   - Essex Engine - Scheduled to idle in 2007;
   - Batavia Transmission - Scheduled to close in 2008;
   - Twin Cities Assembly - Scheduled to close in 2009;
   - Cleveland Casting - Scheduled to close in 2010.

The plan also included sale or closure of all ACH facilities.

                      About Johnson Controls

Milwaukee, Wisconsin-based Johnson Controls Inc. (NYSE: JCI)--
http://www.johnsoncontrols.com/-- is a global supplier of  
heating, ventilation, and air-conditioning (HVAC) mechanical
equipment and services.  The company operates in three primary
businesses: building efficiency, automotive experience, and power
solutions.  The building efficiency business is engaged in
designing, producing, marketing and installing HVAC equipment and
building control systems that monitor, automate and integrate
building operating equipment and conditions.  Automotive
experience provides seating, instrument panel, overhead, floor
console and door systems to more than 35 million vehicles
annually.  The company's power solutions business services both
automotive original equipment manufacturers, and the general
vehicle battery aftermarket.  On Dec. 9, 2005, the company
acquired York International Corporation.  In June 2006, the
company acquired Berg Inc.  Johnson Controls has about 140,000
employees.

                         About Ford Motor

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2007,
Standard & Poor's Ratings Services said its 'B' long-term
corporate credit rating on Ford Motor Co. and Ford Motor Credit
Co. remains on CreditWatch with positive implications following
Ford's report of a narrower third-quarter loss compared to that of
a year ago.  S&P currently expect to resolve the CreditWatch
around mid-November.  The most likely outcome is an affirmation of
the 'B' rating, with an outlook to be determined.


FORD MOTOR: UAW Employees Ratify Healthcare MOU and National CBA
----------------------------------------------------------------
International Union, United Automobile, Aerospace and Agricultural
Workers of America said Wednesday that a memorandum of
understanding -- post-retirement medical care and a new national
collective bargaining agreement governing the wages, hours and
terms and conditions of employment for UAW-represented employees
had been ratified by the UAW membership employed at Ford Motor
Company.

The MOU is subject to a number of conditions.

On Nov. 3, 2007, Ford and the UAW entered inked the MOU and the
national agreement.

The MOU is subject to the occurrence of several uncertain events
in pending litigation, including class certification, settlement,
and court approval.

On Nov. 9, 2007, the UAW and certain Ford retirees filed suit
against Ford in the United States District Court for the Eastern
District of Michigan challenging Ford's announced intention to
unilaterally alter retiree health benefits and asserting that they
have vested rights to the benefits.  UAW v. Ford, Civil Action No.
2:07-cv-14845 (E.D. Mich.) (Borman, J.) ("Hardwick II").

The parties to the MOU intend to negotiate and, if possible, to
enter into a detailed settlement agreement and other related
agreements to effect the transactions contemplated by the MOU.  

The final settlement agreement documentation will require
negotiation with, and the approval of counsel retained by, the
individual named plaintiffs in Hardwick II and in earlier related
litigation, UAW v. Ford, Civil Action No. 05-74730  (E.D. Mich.)
(Borman, J.) (approving 2006 settlement), aff'd, 497 F.3d 615 (6th
Cir. 2007) ("Hardwick I").

If a settlement is reached in Hardwick II, it would then be
submitted to the United States District Court for the Eastern
District of Michigan for approval as an amendment to the class
settlement approved by the Court in Hardwick I.

Certain provisions of the MOU will be carried out after the later
of (i) the date the District Court issues an order approving the
MOU and the Final Settlement Agreement Documentation and (ii) the
date on which Ford has successfully completed its discussions with
the Securities and Exchange Commission regarding accounting
treatment with respect to the New VEBA.

All remaining provisions of the MOU and the Final Settlement
Agreement Documentation will be carried out on the later of the
date when all appeals from the District Court's order have been
exhausted and Jan. 1, 2010.

                  New Retiree Health Care Plan

The MOU provides that as of the Implementation Date, Ford's
obligations for providing UAW retirees in the "Covered Group" with
post-retirement medical benefits, including hospital, surgical,
medical, prescription drug, vision, dental, and hearing aid, as
well as the cost of administering the benefits and $76.20 of the
Medicare Part B premium, will be terminated.

A new retiree health care plan will be established and maintained
by either an independent committee or a joint labor-management
committee and will be funded by a newly established Voluntary
Employee Beneficiary Association trust, which will be responsible
for payment of all the Retiree Medical Benefits.

The "Covered Group" is comprised of:

   (a) all members of the class defined in the 2006 Settlement
       Agreement;

   (b) all future retirees as such term is defined in the 2006
       Settlement Agreement who are retired as of the date the
       2007 UAW-Ford National Agreement becomes effective;

   (c) all currently active UAW-represented employees of Ford with
       seniority as of the CBA Effective Date who retire with
       eligibility for post-retirement medical coverage;

   (d) all UAW retirees from any other closed or divested Ford-UAW
       business units as of the date of the MOU to the extent Ford
       is responsible for their retiree medical coverage;

   (e) upon retirement after the date of the MOU, all active UAW-
       represented employees of any other closed or divested Ford-
       UAW business if Ford would have responsibility for their
       retiree medical coverage; and

   (f) spouses, surviving spouses, and dependents of the current
       or former Ford-UAW employees who are eligible for Ford-
       provided retiree medical coverage.

Prior to the Implementation Date, Ford will continue to provide
Retiree Medical Benefits to UAW retirees and their eligible
spouses, surviving spouses and dependents on the basis set forth
in the 2006 Settlement Agreement.

Also prior to the Implementation Date, Ford will take certain
actions on (i) Jan. 1, 2008, (ii) April 1, 2008, and (iii) shortly
after the Effective Date to execute the terms of the MOU.

The New Plan and the New VEBA, when approved and implemented, will
supersede the terms set forth in the 2006 Settlement Agreement,
and assume responsibility as of the Implementation Date for all
Retiree Medical Benefits for the Covered Group for which Ford was
previously responsible.

                         New VEBA Trust

The New VEBA will be established effective on the Implementation
Date.  The New VEBA will be qualified under Section 501(c)(9) of
the Internal Revenue Code, as amended, and comply as applicable
with the Labor-Management Relations Act of 1947.  Funding for the
New VEBA will begin within 10 days after the Implementation Date,
and will come from a number of sources:

A. Existing Internal VEBA.  

Effective Jan. 1, 2008 all assets in the Ford-UAW Benefits Trust
will be invested by Ford in a manner consistent with the long-term
nature of the health care liabilities and, subject to the
termination of the MOU, Ford will not disburse any assets from the
Internal VEBA until the Implementation Date.  On the
Implementation Date, Ford will then transfer the assets in the
Internal VEBA or an amount equal to the balance in that account to
the New VEBA.

B. Existing External VEBA.

The assets and liabilities of the DC VEBA established for
mitigation purposes under the 2006 Settlement Agreement will be
transferred to the New VEBA after the transfer of assets of the
Internal VEBA.  In the meantime, Ford will make the remaining $35
million and $43 million contributions under the 2006 Settlement
Agreement in 2008 and 2009, respectively, and a $33 million
contribution within five days of the Effective Date to satisfy a
contribution obligation based on an increase in value of Ford
common stock under the 2006 Settlement Agreement, to the External
VEBA.

C. Temporary Asset Account-Cash.

On Jan. 1, 2008, Ford or a wholly-owned subsidiary of Ford will
establish a temporary asset account and Ford will deposit or
contribute a contingent cash payment equal to the difference
between $6.473 billion and the value of the Internal VEBA on
Jan. 1, 2008 plus interest on the amount of the contingent cash
payment at the rate of 9% for the period from Jan. 1, 2008 to the
date of deposit.

Ford will transfer the assets in the TAA related to these deposits
or an amount equal to the balance in the TAA related to these
deposits to the New VEBA after the transfer of the assets and
liabilities of the External VEBA.

D. Temporary Asset Account- Convertible Note and
   Second Lien Term Note.  

On Jan. 1, 2008, Ford will issue into the TAA an unsecured,
convertible note and a second lien term note.  The unsecured
convertible note will have a principal amount of $3.334 billion,
bear interest at 5.75% per annum payable semiannually and mature
on Jan. 1, 2013.  The second lien term note will have the
principal amount of $3 billion, bear interest at 9.50% per annum
payable semiannually and mature on Jan. 1, 2018.
   
E. Base Amount Contributions.  

On April 1, 2008, Ford will make an initial contribution of $52.3
million to the TAA.  Thereafter, for each of the fourteen
succeeding years, Ford will contribute to the New VEBA by April 1
of each year $52.3 million.  At any time, Ford may pre-fund all
future annual Base Amount Contributions by paying the applicable
buyout amount provided in Appendix A of the MOU.  Ford will
transfer the assets in the TAA related to the initial $52.3
million deposit and additional Base Amount Contributions deposited
in the TAA or an amount equal to the balance in the TAA related to
the deposit and Base Amount Contributions to the New VEBA in
conjunction with the transfer to the New VEBA described above in
subsection C, "Temporary Asset Account-Cash".

In the MOU, the UAW and Ford acknowledged that Ford's obligations
are fixed and capped and that Ford is not responsible for, and
does not provide a guarantee of the asset returns of the funds in
the TAA or the New VEBA.  If the assets of the New VEBA are not
sufficient to fully fund the obligations of the New Plan, the
committee responsible for the management and operation of the New
VEBA and New Plan may reduce benefits to plan participants.

                       Health Care Reform

The MOU provides that Ford will publicly support federal policies
to improve the quality and affordability of health care, and will
work cooperatively with the UAW toward that goal.  Ford and the
UAW have agreed to form a National Institute for Health Care
Reform to be effective on or after the Effective Date, which would
conduct research and analyze the current medical delivery system
in the United States, develop targeted and broad-based reform
proposals to improve the quality, affordability, and
accountability of the system and educate the public, policymakers
and others about how these reforms could address the deficiencies
of the current system.  Subject to the participation of other U.S.
vehicle manufacturers and their financial support on a pro rata
basis, Ford agreed to make five annual $1.0 million contributions
for this purpose.

                       Future Contributions

The MOU provides that the UAW and the Covered Group may not
negotiate to increase any of Ford's funding obligations under the
MOU.   In addition, the UAW agreed that it will not seek to
obligate Ford to (1) provide additional contributions to the New
VEBA, (2) make any other payments related to providing retiree
medical benefits to the Covered Group, and (3) provide retiree
medical benefits through any other means to the Covered Group.   
Employees may in the future contribute earnings that they received
from wages, profit sharing, COLA or signing bonuses, to the extent
that the UAW may propose.

                       Accounting Treatment

The MOU, the Final Settlement Agreement Documentation, and the
Effective Date are contingent on Ford securing satisfactory
accounting treatment for its obligations to the Covered Group for
retiree medical benefits.  Ford intends to discuss the accounting
for the obligations and for the New VEBA with the Staff of the
SEC.  If the parties cannot restructure the arrangement on terms
that Ford reasonably believes will provide the accounting, the MOU
will terminate.

                       Conditions Precedent

The MOU is subject, in its entirety, to:

   -- obtaining a class certification order that is acceptable to
      Ford, the UAW and class counsel;

   -- obtaining District Court approval in a form acceptable in
      form and substance to Ford, the UAW and class counsel;

   -- amendment of the 2006 Settlement Agreement pursuant to the
      MOU on terms acceptable in form and substance to Ford, the
      UAW and class counsel;

   -- Ford's completion of discussions with the Staff of the SEC
      regarding accounting treatment with respect to the New VEBA
      and the Retiree Medical Benefits for the Covered Group as
      set forth in the MOU, on a basis reasonably satisfactory to
      Ford;

   -- if applicable, a determination by Ford that the New VEBA
      satisfies the requirements of Section 302(c)(5) of the LMRA;
      and

   -- the occurrence of the Effective Date.

                          Termination

The MOU will terminate if: (i) the Implementation Date has not
occurred by Dec. 31, 2011 and Ford and the UAW do not agree to an
extension of time to reach the Implementation Date; or (ii) the
conditions precedent set forth in the MOU are not met by Dec. 31,
2011 and Ford and the UAW do not agree to an extension of time to
meet the conditions precedent.

                        About Ford Motor

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2007,
Standard & Poor's Ratings Services said its 'B' long-term
corporate credit rating on Ford Motor Co. and Ford Motor Credit
Co. remains on CreditWatch with positive implications following
Ford's report of a narrower third-quarter loss compared to that of
a year ago.  S&P currently expect to resolve the CreditWatch
around mid-November.  The most likely outcome is an affirmation of
the 'B' rating, with an outlook to be determined.


GMAC LLC: Fitch Places 'BB+' IDR Under Negative Watch
-----------------------------------------------------
Fitch Ratings has placed GMAC LLC and its related subsidiaries
'BB+' long-term Issuer Default Ratings on Rating Watch Negative.  
This action reflects the ongoing pressures in the company's
residential mortgage subsidiary, Residential Capital LLC (ResCap,
IDR 'BB+' by Fitch with Rating Watch Negative). Fitch's review of
GMAC and ResCap will consider:

  -- the ability of ResCap to return to profitability in the
     near-term.
  -- the potential for additional financial support from GMAC.
  -- unencumbered asset coverage at both the GMAC and ResCap
     levels.
  -- appropriate risk-adjusted capital levels at GMAC and
     ResCap.

The review will also focus on the relative creditworthiness of
GMAC and ResCap, particularly in light of the demonstrated
financial support from GMAC to ResCap.  Fitch expects to complete
its review of both GMAC and ResCap in the next four to six weeks.

Fitch acknowledges that GMAC's automotive and insurance businesses
have continued to perform well; however, this has been more than
offset by losses in the residential mortgage business.  Fitch
believes that the residential mortgage business will remain
stressed, at least over the near-term.  Moreover, Fitch also
recognizes the good relative liquidity position of GMAC at this
juncture.

These ratings have been placed on Rating Watch Negative:

GMAC LLC
  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Senior unsecured 'BB+';
  -- Short-term debt 'B'.

GMAC Australia (Finance) Limited
  -- Short-term debt 'B';
  -- Short-term IDR 'B'.

GMAC Bank GmbH
  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Senior unsecured 'BB+';
  -- Short-term debt 'B'.

GMAC International Finance B.V.
  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Senior unsecured 'BB+';
  -- Short-term debt 'B'.

General Motors Acceptance Corp. (N.Z.) Ltd.
  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Short-term debt 'B'.

General Motors Acceptance Corp. of Canada Limited
  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Senior unsecured 'BB+';
  -- Short-term debt 'B'.

General Motors Acceptance Corporation (U.K.) plc
  -- Short-term IDR 'B';
  -- Short-term debt 'B'.

General Motors Acceptance Corporation, Australia
  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Senior unsecured 'BB+';
  -- Short-term debt 'B'.


GREENPARK GROUP: Plan Confirmation Hearing Slated for December 18
-----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California scheduled a hearing on Dec. 18, 2007, at 10:00 a.m., to
consider confirmation of GreenPark Group LLC and its debtor-
affiliates' Second Amended Chapter 11 Plan of Liquidation.

The Court previously approved the adequacy of the Debtors' Second
Amended Disclosure Statement describing that Plan.

Deadline to object to confirmation of the Plan is on Dec. 7, 2007.

As reported in the Troubled Company Reporter on Oct. 26, 2007, the
Greenpark Group disclosed that its debtor-affiliates are:

   * California/Nevada Development LLC
   * GreenPark Runkle Canyon LLC
   * GreenPark Las Vegas LLC
   * GreenPark South Las Vegas LLC
   * McCadden Development LLC
   * South Las Vegas LLC

GreenPark Group told the Court that it owns McCadden and Runkle.  
In addition, GreenPark Group owns 85% membership interest in CND
and 15% owns by Cilcorp.  On the other hand, Realex Properties
Inc. owns 98% membership interest in GreenPark Group and 2% owns
by James R. Wheeler, GreenPark Group's senior vice president.

                      Overview of the Plan

The Debtors' Plan contemplates for the payment of valid creditors
from the available cash on hand of approximately $22,600,000 on
the effective date, which is comprised of: $13,600,000 cash in DIP
account and $9,000,000 of note receivable.

The Debtors said that Runkle will collect the proceeds of the
$9,000,000 note receivable, and distributes to valid creditors.

The Debtors further said that in order for CND and McCadden to
make distributions under the Plan, GreenPark Group will contribute
$25,000 to CND and McCadden to be distributed pro rata to their
creditors.

                      Treatment of Claims

Under the Plan, all Administrative and Priority Tax Claims will be
paid in full on the effective date.

Unsecured Creditors of GreenPark Group, totaling $3,030,428, will
be paid 100% without interest on the effective date.  

CND's Unsecured Creditors, totaling $971,311, will receive a pro
rata share of the available assets, while the Unsecured Creditors
of McCadden, totaling $2,313,402, will also receive a pro rata
share of the available assets under the Plan.

Runkle, SLV, GPSLV and GPLV's Unsecured Creditors will be paid
100% of their respective claim on the effective date.

                  GreenPark Group Equity Interest

Realex Properties Inc.' equity interest in GreenPark will receive
any assets remaining after all valid claims have been satisfied;
provided that $3,000,000 will reserved to satisfy Realex's
interest to the extent the interest have no been paid in
accordance with a prior Court order.

           Runkle, SLV, GPSLV and GPLV Equity Interest

Equity Interest in this class will also receive any remaining
assets after all valid claims have been paid.

                  CND and McCadden Equity Interest

Equity Interest holders of both CND and McCadden will not be
entitled to receive any distribution on account of their interest
and will be deemed cancelled on the effective date of the Plan.

               Wheeler and Kiesecker Equity Interest

Mr. Wheeler and Peter Kiesecker, a creditor of GreenPark Group,
each will receive $1,500,000, to the extent possible that the
amount has not been paid pursuant to a Court order.

                      About GreenPark Group

Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  The U.S. Trustee for Region
16 has not appointed an Official Committee of Unsecured Creditors
in the Debtors' bankruptcy proceedings to date.  When the Debtors
filed for protection from their creditors, the Debtors estimated
assets and debts between $10 million and $50 million.


HARBORVIEW MORTGAGE: Moody's Puts Low-B Ratings on 3 Cert. Classes
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 6 tranches
and has placed under review for possible downgrade the ratings of
2 tranches from 3 deals issued by Harborview in 2006 and late
2005.  The collateral backing these classes consists of primarily
first lien, fixed and adjustable-rate, Alt-A mortgage loans.

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

Issuer: HarborView Mortgage Loan Trust 2005-14

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

Issuer: HarborView Mortgage Loan Trust 2006-11

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

Issuer: HarborView Mortgage Loan Trust 2006-3

   * Cl. B-1 Currently Aa2 on review for possible downgrade,
   * Cl. B-2, Downgraded to Baa3, previously A2,
   * Cl. B-3, Downgraded to B3, previously Baa2.


HEALTHY DIRECTIONS: S&P Cuts Corp. Credit Rating to B- from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
nutritional supplement direct marketer Healthy Directions LLC,
including the corporate credit rating, to 'B-' from 'B+'.  S&P
have also revised the outlook to negative from stable.
      
"Although Healthy Directions amended its financial covenants on
Sept. 11, 2007, we remain concerned that it may face difficulties
complying with the amended financial covenants under its senior
secured credit facility," said Standard & Poor's credit analyst
David Kuntz, "because of poor operating trends."


IMPAC MORTGAGE: Discloses Defaults on Various Loan Facilities
-------------------------------------------------------------
Impac Mortgage Holdings Inc. disclosed in a Securities and
Exchange Commission filing dated Nov. 13, 2007, that it received a
notice of event of default dated Sept. 12, 2007 from Bear Stearns
Funding Inc. pursuant to a Master Repurchase Agreement among the
company and its subsidiaries and Bear Stearns with respect to
margin calls.

Subsequently, Bear Stearns notified the company that it had
elected to terminate the facility and demanded immediate payment
of the entire amount of approximately $286 million and seized the
collateral.

As of Nov. 9, 2007, the loans on the facility have been
liquidated, and the company no longer has margin call or loss
exposure associated with this facility.

                 UBS and Colonial Debt Facilities

At Sept. 30, 2007, the outstanding balance of the reverse
repurchase facility with UBS Real Estate Securities Inc. and the
warehouse facility with Colonial Bank was an aggregate of
$407 million.

Pursuant to the terms of each arrangement, the company was in
technical default under certain income and tangible net worth
covenants.  The company has requested a waiver of default from
each these lenders, and has not received the waivers as of
Nov. 13, 2007.

                   WaMu & Natixis Debt Facilities

At Sept. 30, 2007, the outstanding balance on the reverse
repurchase facilities with Washington Mutual Bank and Natixis Real
Estate Capital Inc. was an aggregate of $404 million.  At that
time, the company was in technical default on these facilities as
the company was not in compliance with certain financial
covenants.

However, subsequent to Sept. 30, 2007, the company agreed with the
two lenders to terminate financing according to the normal
provisions of the agreements, and sold the loans to the respective
lenders.  The company no longer has margin call or loss exposure
associated with these facilities.

                      About Impac Mortgage

Irvine, California-based Impac Mortgage Holdings Inc. (NYSE: IMH)
-- http://www.impaccompanies.com/--  is a mortgage REIT, which  
through its Long Term Investment Operations is primarily invested
in non-conforming Alt A mortgage loans (Alt-A) and to a lesser
extent small balance commercial and multi-family loans.  The
company also operates a significantly reduced Mortgage Operations,
which acquires, originates and sells conforming loans that are
eligible for sale to government sponsored agencies.  The company
is organized as a REIT for tax purposes, which generally allows it
to pass through earnings to stockholders without federal income
tax at the corporate level.


IMPAC MORTGAGE: Delays Filing of Third Quarter Report for 2007
--------------------------------------------------------------
Impac Mortgage Holdings Inc. said in a regulatory filing with the
Securities and Exchange Commission dated Nov. 13, 2007, that it is
unable to file its report on Form 10-Q for the quarter ended
Sept. 30, 2007 within the prescribed time period.

Impac said it needs more time to properly account for and prepare
disclosures associated with its recently discontinued warehouse
lending operations, commercial operations and the cessation of the
origination and purchase of non-prime mortgage loans.

The company said that although it will not be able to file its
Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2007
by November 14 (the fifth calendar day following the prescribed
due date for the company's Form 10-Q), it plans to file the Form
10-Q as soon as practicable.

                     Discontinued Operations

On Sept. 25, 2007, the company's board of directors elected to
discontinue the mortgage operations, commercial operations and
warehouse lending operations.  These actions are due primarily to
the deterioration in the secondary market for closed mortgage
loans and continuing weakness in consumer demand for mortgage
products and services.

The company estimates that it will incur a pre-tax restructuring
charge of approximately $17 million, consisting of approximately:

   -- $5 million in lease termination costs, and

   -- $12 million in fixed asset impairment charges.

The total amount of the pre-tax restructuring charges were
expensed in the quarter ended Sept. 30, 2007.

                         Various Defaults

Impac Mortgage Holdings Inc. defaulted in its $400 million loans,
Mark Mueller writes for Orange County Business Journal.

                       About Impac Mortgage

Irvine, Calif.-based Impac Mortgage Holdings Inc. (NYSE: IMH) --
http://www.impaccompanies.com/--  is a mortgage REIT, which  
through its Long Term Investment Operations is primarily invested
in non-conforming Alt A mortgage loans (Alt-A) and to a lesser
extent small balance commercial and multi-family loans.  The
company also operates a significantly reduced Mortgage Operations,
which acquires, originates and sells conforming loans that are
eligible for sale to government sponsored agencies.  The company
is organized as a REIT for tax purposes, which generally allows it
to pass through earnings to stockholders without federal income
tax at the corporate level.


ISLE OF CAPRI: Buying IoC-Black Hawk's 43% Stake for $64.6 Million
------------------------------------------------------------------
Isle of Capri Casinos Inc. has executed a definitive agreement
pursuant to which it will acquire the 43% interest in Isle of
Capri-Black Hawk LLC which is currently owned by an affiliate of
Nevada Gold & Casinos Inc.  Under the terms of the agreement, the
company has agreed to pay $64.6 million for the remaining 43%
interest.

Isle of Capri Casinos Inc. currently owns 57% of Isle of Capri-
Black Hawk LLC.  Isle of Capri-Black Hawk LLC owns Isle of Capri-
Black Hawk and Colorado Central Station, both of which are in
Black Hawk, Colorado.
    
"We are pleased that we have been able to come to an agreement
that is beneficial to both parties," Bernard Goldstein, chairman
and chief executive officer, said.  "We have enjoyed our
relationship with Nevada Gold, and wish them well in future
endeavors."
    
The transaction is subject to certain significant conditions,
including approval of the agreement by Nevada Gold shareholders,
well as customary closing conditions.

                   About Nevada Gold & Casinos
  
Headquartered in Houston, Texas, Nevada Gold & Casinos Inc.
(AMEX:UWN) -- http://www.nevadagold.com/-- is a gaming company  
involved in financing, developing, owning and operating commercial
gaming projects and financing and developing Native American owned
gaming projects. The company also has real estate interests in
Colorado, California, and Nevada.  It operates in two segments:
gaming projects and other assets.
    
                  About Isle of Capri Casinos

Based in Biloxi, Mississippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns   
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport, Marquette and
Waterloo, Iowa; Boonville, Caruthersville and Kansas City,
Missouri and a casino and harness track in Pompano Beach, Florida.
The company also operates and has a 57% ownership interest in
two casinos in Black Hawk, Colorado.  Isle of Capri Casinos'
international gaming interests include a casino that it operates
in Freeport, Grand Bahama, a casino in Coventry, England, and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                          *     *     *

Moody's Investor Services placed Isle of Capri Casinos Inc.'s
probability of default and long term corporate family ratings at
'B1' in June 2007.  The ratings still hold to date with a stable
outlook.


JP MORGAN: Moody's Holds Ba1 Rating on $9.1 Million Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 11 classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2006-FL1 as :

  - Class X-1, Notional, affirmed at Aaa
  - Class A-2, $279,894,000, Floating, affirmed at Aaa
  - Class A-1B, $361,074,761, Floating, affirmed at Aaa
  - Class B, $40,628,574, Floating, upgraded to Aaa from Aa1
  - Class C, $34,495,796, Floating, upgraded to Aa1 from Aa2
  - Class D, $19,931,728, Floating, upgraded to Aa2 from Aa3
  - Class E, $19,164,243, Floating, affirmed at A1
  - Class F, $15,331,552, Floating, affirmed at A2
  - Class G, $16,098,248, Floating, affirmed at A3
  - Class H, $19,164,243, Floating, affirmed at Baa1
  - Class J, $16,098,248, Floating, affirmed at Baa2
  - Class K, $18,397,547, Floating, affirmed at Baa3
  - Class L, $9,199,734, Floating, affirmed at Ba1
  - Class HM-1, $48,253,464, Floating, affirmed at Baa3

As of October 15, 2007 the transaction's aggregate certificate
balance has decreased by approximately 44.7% to $897.7 million
from $1.6 billion at securitization due to the payoff of 10 loans
initially in the trust.  Currently the Certificates are
collateralized by 11 loans ranging in size from less than 1.0% to
25.1% of the pool balance.  Principal is paid to the Certificates
on a modified pro-rata basis.  The trust has not realized any
losses since securitization and there are no loans currently in
special servicing.

Moody's weighted average loan to value ratio is 57.9%, compared to
61.1% at securitization.  Moody's is upgrading Classes B, C, and D
due to loan payoffs, amortization and stable pool performance.

The Holyoke Mall Loan ($213.1 million - 25.1%) is secured by a 1.4
million square foot regional mall located in Holyoke,
Massachusetts.  The mall contains 1.4 million square foot and was
built in 1979 and expanded/renovated in 1995. Class HM-1, which is
rated Baa3, is secured solely by the $48.3 million trust junior
component of this loan.  Mall anchors include Macy's (12.7% GLA;
not part of collateral), Sears (11.6% GLA; lease expiration July
2009), Target (9.9% GLA; lease expiration January 2025) and J.C.
Penney (9.5% GLA; lease expiration October 2010).  The Lord &
Taylor space (6.9% GLA; lease expiration January 2010) is dark.
Mall shop occupancy as of June 2007 was 84.8%, compared to 92.4%
at securitization.  Mall shop sales and occupancy cost in 2006
were $398 per square foot and 16.6%, respectively, compared to
$402 and 17.4% at securitization.  The loan amortizes on a 300-
month schedule and matures on February 9, 2008. The borrower has
five 12-month extension options.  The loan sponsors are Robert J.
Congel and Woodchuck Hill Associates.  The mall intends to market
an entertainment component entitled the "ThEATery".  Moody's
current shadow rating is Aa3, the same as at securitization.

The Crossgates Mall Loan ($192.9 million -- 22.7%) is secured by a
1.2 million square foot regional mall located in Albany, New York.  
The mall was built in 1983 and expanded/renovated in 1997. Mall
anchors include Macy's (11.9% GLA; not part of collateral) and JC
Penney (10.7% GLA; lease expiration March 2014).  Two retailer-
owned anchor pads are dark - an additional Macy's location (8.5%
GLA) and a former Lord & Taylor location (6.0% GLA).  Mall shop
occupancy as of June 2007 was 74.6%, compared to 88.3% at
securitization.  Mall shop sales and occupancy cost for calendar
year 2006 were $444 per square foot and 12.0%, respectively,
compared to $428 per square foot and 17.1% at securitization.  The
loan amortizes on a 360-month schedule and matured on June 9,
2007.  The borrower has exercised the first of five 12-month
extensions.  The loan sponsors are Robert J. Congel and Madeira
Associates.  The mall intends to market an entertainment component
entitled the "ThEATery".  Moody's current shadow rating is Aaa,
the same as at securitization.

The DRA Portfolio Loan ($165.0 million - 19.4%) is secured by a
portfolio of 27 office buildings located in Atlanta, Georgia,
Houston, Texas, and Orlando, Florida.  The Class A/B properties,
which were built/renovated between 1971 and 2000, contain 2.8
million square feet of rentable area.  Additional debt in the form
of a $110.0 million junior component and a $35.7 million mezzanine
loan encumbers either the properties or the borrower's equity in
the properties.  Major tenants as of June 2007 were the General
Services Administration (25.6% NRA; leases expirations between
2008 and 2021) and Bechtel Corporation (14.0% NRA; lease
expirations 2014).  Occupancy as of June 2007 was 93.7%, compared
to 90.0% at securitization.  The loan is interest only for its
full term.  The loan matured on November 8, 2007 and the borrower
has exercised the first of three extension options.  The loan
sponsors are DRA Advisors, LLC and Colonial Properties Trust.  
Moody's current shadow rating is Baa2, the same as at
securitization.


KORA LLC: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------
Debtor: K.O.R.A., L.L.C.
        164 Golden Hill Avenue
        Haverhill, MA 01830

Bankruptcy Case No.: 07-44084

Chapter 11 Petition Date: November 14, 2007

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Keyspan                        $5,008
7 North Hunt Road
Amesbury, MA 01913

National Grid                  $926
25 Research Drive
Westborough, MA 01581


KRATON POLYMERS: Posts $754,000 Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Kraton Polymers LLC disclosed Tuesday its financial results for
the quarter and nine months ended Sept. 30, 2007.

Net loss for the quarter was $754,000, compared with net income of
$11.6 million in the comparable period of 2006.  During the first
nine months of 2007, net loss was $7.7 million versus net income
of $21.6 million for the same period of 2006.

Total revenues for the quarter were $290.2 million compared to
$288.2 million in the comparable period of 2006, an increase of
1%.  This increase was driven by product price increases and
strengthening of foreign currencies partially offset by lower
sales volumes and lower by-product sales.  Through the first nine
months of 2007, total revenues grew 4% to $831.9 million.

Gross profit for the quarter decreased 25% to $46.5 million, as
compared to $62.3 million in the comparable period of 2006 as
higher monomers and plant restructuring costs offset the benefits
of higher revenues.  Gross profit for the first nine months
decreased $37.1 million to $130.2 million.

EBITDA for the quarter decreased 31% to $26 million from
$37 million in 2006.  First nine months EBITDA declined
$28 million to $63 million.

Last Twelve Months Bank EBITDA, a measure used to determine
compliance with the company's debt covenants, totaled
$104 million, a decrease of $10 million from the period ended
June 30, 2007.  LTM Bank EBITDA is defined as EBITDA adjusted to
exclude unusual items and other adjustments permitted in
calculating covenant compliance under the senior secured credit
facility.

"In the third quarter, we were disappointed by the volume declines
we saw in our Paving and Roofing end use market due to lower
market demand driven primarily by poor weather in our North
American market and lower government spending.  Outside of Paving
and Roofing however, we were pleased that our core product volume
experienced 6% growth versus last year," said George B. Gregory,
president and chief executive officer.  "The price increases we
implemented in the quarter only partially offset variable cost
increases.  In response to lower margins, we are reviewing further
price increases to keep pace with increasing raw material and
energy costs and are accelerating cost reduction programs.  As
always, we remain committed to providing our customers with the
highest valued products and service in the industry."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.02 billion in total assets, $802.9 million in total
liabilities, and $216.1 million in total member's equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?255d

                      About Kraton Polymers

Headquartered in Houston, Texas, Kraton Polymers LLC --
http://www.kraton.com/-- is a global engineered polymer company  
and a producer of styrenic block copolymers, a family of products
whose chemistry was pioneered by the company over forty years ago.
SBCs are highly-engineered thermoplastic elastomers, which enhance
the performance of numerous products by delivering a variety of
attributes, including greater flexibility, resilience, strength,
durability and processability.  Kraton polymers are used in a wide
range of applications including adhesives, coatings, consumer and
personal care products, sealants, lubricants, medical, packaging,
automotive, paving, roofing, and footwear products.  Its
production facilities are located in the United States, Germany,
France, The Netherlands, Brazil, and Japan.

                          *     *     *

Kraton Polymers LLC still carries Standard & Poor's Ratings
Services 'B' long term foreign issuer credit and long term local
issuer credit ratings, which were placed on June 5, 2007.  The
outlook is negative.


LEHMAN MORTGAGE: Moody's Cuts Ratings on 2006-1 Class B4 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of one tranche
and has placed under review for possible downgrade the rating of
another tranche from two seperate deals issued by Lehman Mortgage
Trust in 2006.  The collateral backing these classes consists of
primarily first lien, fixed-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: Lehman Mortgage Trust 2006-1

   * Cl. B4, Downgraded to Ba2, previously Baa3.

Issuer: Lehman Mortgage Trust 2006-3

   * Cl. M Currently Aa2 on review for possible downgrade.


LEVITT AND SONS: Asks Court to Set February 11 as Claims Bar Date
-----------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Florida to establish
these deadlines for filing proofs of claim:

   -- Feb. 11, 2008, for general body of creditors; and

   -- May 7, 2008, for any governmental units.

The Debtors also propose to establish the later of the general
bar date or 30 days after the date any order is entered
authorizing the rejection of an executory contract or unexpired
lease as the bar date for filing claims arising from the Debtors'
rejection of the executory contract or unexpired lease.

The Debtors anticipate filing their joint liquidating plan of
reorganization and disclosure statement shortly.  It is essential
to ascertain, as soon as possible, the full nature, extent and
scope of the claims asserted against the Debtors and their
estates, Lawrence E. Young, managing director at AlixPartners,
LLP, and chief restructuring officer of Levitt and Sons, LLC,
explains.  To develop a comprehensive, viable liquidating plan of
reorganization, the Debtors will require complete and accurate
information regarding the nature, amount, and status of all
Claims that will be asserted in the Chapter 11 cases, Mr. Young
says.

"Establishing the Bar Dates will allow the Debtors to ascertain
the number and amount of claims in various classes and finalize
the terms of a plan of reorganization and disclosure statement,"
according to Mr. Young.

The Debtors also ask the Court to rule that any party that is
required to file a proof of claim but fails to do so in a timely
manner will be forever barred, estopped, and enjoined from
asserting any claim against the Debtors and voting upon, or
receiving distributions under, any plan or plans of
reorganization in the chapter 11 cases in respect of an
unscheduled claim.

Proofs of claims must be submitted to Kurtzman Carson
Consultants, LLC, the Debtors' proposed Claims and Notice Agent.

The Debtors propose to publish notice of the commencement of the
Chapter 11 cases and the bar dates in The Wall Street Journal and
USA Today, within 15 days upon approval of the Debtors' request,
and at least 30 days prior to the general bar date for filing
Proofs of Claims, so as to afford creditors, equity holders and
parties-in-interests more than ample time to assert Proofs of
Claims.

All persons and entities asserting Claims against more than one
Debtor must submit a separate Proof of Claim Form with respect to
each applicable Debtor.

                      About Levitt and Sons

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Seeks OK to Close On Pre-Bankruptcy Home Sales
---------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to  
close on certain pre-bankruptcy home sale contracts.

The Debtors are parties to numerous contracts to construct and
sell homes.  To facilitate an orderly wind-down or disposition,
the Debtors have to, aside from closing on home sales:

    -- honor certain prepetition contractual obligations,
       including the satisfaction of debt underlying any
       mechanic's liens that have or might be asserted against
       any particular home to be sold and payment of commissions
       to employees, due upon sales of homes; and

    -- enter into new contracts to sell homes postpetition, and
       to continue various marketing programs in the ordinary
       course of business.

The ability to close on certain prepetition contracts will
maximize the value of the Debtors' property and recoveries for
creditors, satisfy the interests of the Debtors' homebuyer
customers, and facilitate the payment of amounts due to vendors
and materialmen, which supplied goods and services in connection
with the construction of the homes, Paul Steven Singerman, Esq.,
at Berger Singerman, P.A., proposed counsel to the Debtors,
asserts.

The Debtors must be able to close on sales of homes and transfer
title, without the necessity of seeking and obtaining separate
court orders for each home sale, Mr. Singerman states.

The Debtors propose these procedures with respect to the
assertion of mechanic's lien claims:

   (a) The Debtors will sell homes postpetition with all liens to
       attach to the proceeds of the sales.  Proceeds will be
       held in escrow;

   (b) Any person or entity asserting a mechanic's lien against
       any particular property or home will, within 20 days of
       the entry of the order granting the Debtors' request,
       serve notices with any mechanic's liens being asserted,
       including the legal description of the property or
       properties, the amount claimed due and owing, and all
       documents supporting the assertion of the mechanic's lien;

   (c) The Debtors will have 20 days after receipt of the notices
       and supporting documents to notify any person or entity
       asserting the mechanic's lien whether the Debtors agree
       that the claimant has a valid mechanic's lien and the
       amount claimed due and owing. If the Debtors determine
       that the asserted mechanic's lien claim is valid, and
       agree with the amount asserted, and to the entitlement of
       the claimant to payment under appropriate bankruptcy law,
       they will pay from escrow the amount claimed, or other
       amount to which the claimant and the Debtors agree within
       10 days after supplying the notice; and

   (d) If the Debtors determine that the asserted mechanic's lien
       claim is invalid, the Debtors may attempt to resolve any
       dispute with the claimant.  If the parties cannot reach a
       resolution, within 10 days after reaching impasse, the
       Debtors will file a request for a court hearing to be
       conducted no later than 30 days after impasse.

The Debtors reserve the right to sell real property or homes,
regardless of whether construction is finished, outside the
ordinary course of business pursuant to Section 363(b) of the
Bankruptcy Code.  The Debtors will obtain Court authorization
prior to any sale outside the ordinary course of business.

                      About Levitt and Sons

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

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

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


LEVITT AND SONS: Wants to Hire Kurtzman Carson as Claims Agent
--------------------------------------------------------------
Levitt and Sons LLC ask the U.S. Bankruptcy Court for the Southern
District of Florida to approve their agreement with Kurtzman
Carson Consultants LLC, and appoint the firm as notice,
claims, and balloting agent of the Court.

The Debtors believe that approval of their agreement with KCC and
the firm's appointment as notice, claims, and balloting agent of
the Court will facilitate the orderly and efficient management of
their Chapter 11 cases.

As notice, claims and balloting agent, KCC will:

   -- prepare and serve required notices in the Debtors' cases;

   -- receive, examine and maintain copies of all proofs of claim
      and proofs of interest filed;

   -- maintain official claims registers as well as an up-to-date
      mailing lists for all entities that have filed proofs of
      claim or proofs of interest;

   -- implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   -- provide the Clerk of Court with a copy of the claims
      registers;

   -- provide access to the public for examination of copies of
      proofs of claim or interest filed;

   -- record all transfers of claims;

   -- provide temporary employees to process claims as necessary;
      and

   -- provide balloting and other related administrative
      services, including printing of and sending out ballots for
      the solicitation of votes on the Debtors' Chapter 11 plan
      and preparing voting reports.

The Debtors will pay KCC in accordance with the firm's customary
rates.  A copy of KCC's fee schedule is available at no charge at
http://researcharchives.com/t/s?255f

Sheryl R. Betance, director of restructuring services at KCC,
assures the Court that her firm has not represented and has no
relationship with the Debtors, their creditors and equity
security holders, and any other interested parties in the case,
in any matters relating to the bankruptcy cases.  KCC, Ms.
Betance says, is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Levitt and Sons

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITZ FURNITURE: Can File Schedules Until December 21
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave PLVTZ Inc., dba Levitz Furniture Inc., and its debtor-
affiliates an extension until Dec. 21, 2007, to file their
schedules of assets and liabilities and statement of financial
affairs.

The Debtors' business is a large and complex enterprise with
approximately 76 store locations that has potentially thousands of
creditors and hundreds of contract parties, Kathleen M.
Guinnessey, chief financial officer of PLVTZ Inc., tells the
Court.  Hence, completing the schedules and statement for the
Debtors requires the collection, review and assembly of a
substantial amount of information, says Ms. Guinnessey.

"The substantial size, scope and complexity of this [C]hapter 11
case, and the volume of material that must be compiled and
reviewed by the Debtor[s'] limited staff to complete the
Schedules and Statement for the Debtor[s] during the hectic early
days of this case provides ample cause" justifying, if not
compelling, the requested extension," asserts Ms. Guinnessey.

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


LEVITZ FURNITURE: Seeks Court's Approval to Auction Assets
----------------------------------------------------------
PLVTZ Inc., dba Levitz Furniture Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York for authority to sell substantially all of their assets
pursuant to competitive bidding procedures.

The Debtors intends to auction off:

   (a) its retail locations and leaseholds;

   (b) interests in accounts receivables, intellectual property
       and other intangibles;

   (c) goods and merchandise or agency rights for the disposition
       of those assets; or

   (d) the right to augment its inventory.

The Debtors may enter into one or a series of transactions to
dispose of its entire chain of store locations and all related
assets, or sell its business as a going concern.  To the extent
the Debtors has commenced a Full Chain Liquidation, the Debtors
may sell its leases, leasehold interests, and lease designation
rights.

The Offered Assets will not include any of the Debtors' avoidance
actions under Chapter 5 of the Bankruptcy Code.

The Debtor, with the cooperation of its professional advisors,
has already started to solicit expressions of interest in the
Offered Assets.

After consulting with its professional advisors, the Debtors have
concluded that the value maximizing course for its estate is to
conduct an expedited auction process simultaneously seeking going
concern and non-going concern bids, Kathleen M. Guinnessey,
PLVTZ's chief financial officer, tells Judge Gerber.  Given the
immediate nature of the liquidity crisis, Ms. Guinnessey says the
Debtor has determined that it is appropriate to hold the auction
for substantially all of its assets without having a conventional
stalking horse bid in hand.

PLVTZ also asks the Court to approve flexible bidding procedures,
which allow the Debtors to solicit bids on both a going-concern
basis for its assets and bids on a non-going concern basis,
including bids for the right to act as agent on the liquidation
of the Debtor's inventory or designation rights with regard to
the Debtors' leaseholds.  This flexible process will allow the
Debtor to maximize the value of its assets given the severe
liquidity constraints and accompanying time pressure it currently
faces, Paul D. Leake, Esq., at Jones Day, in New York, the
Debtors' proposed counsel, explains.

The Debtors propose this sale time-line:

   Deadline to object to proposed Bidding     November 16, 2007
   Procedures

   Debtor files and serves a list of          November 19, 2007
   executory contracts potentially to be
   assumed and assigned, and associated
   proposed cure amounts

   Hearing to Approve Bidding Procedures      November 19, 2007

   Deadline for potential buyers to submit    November 26, 2007
   bids

   Deadline to object to proposed cure        November 26, 2007
   amounts on executory contracts or to
   the sale of the Offered Assets to the
   highest and best bidder at the Auction

   Auction                                    November 28, 2007

   Deadline to object to adequate             November 29, 2007
   assurance of future performance on
   executory contracts to be assumed and
   assigned in connection with a
   successful bid

   Hearing to approve sale to highest         November 29, 2007
   bidder at Auction

The Debtors will select the bid or bids that will serve as
baseline bid for the Auction.  The Debtors retain discretion with
respect to how to conduct the Auction if bids are received on
differing packages of Offered Assets.

To participate in the Auction, a bidder must accompany its bid
with a good faith deposit equal to 10% of the bid's proposed
purchase price in the form of a wire transfer or certified or
cashier's check.  The Debtors will also require bidders to execute
a confidentiality agreement.

The minimum Bidding Increment at the Auction will be $100,000 or
other amount as the Debtor -- in consultation with General
Electric Capital Corporation, the agent to the Debtors'
prepetition secured lenders, and any official creditors'
committee appointed in its case -- determine is appropriate.

If the Debtors have entered into any agreement to provide a
Qualified Bidder with a breakup fee, the Qualified Bidder will be
entitled to credit bid the amount of its breakup fee at the
Auction.

If need be, PLVTZ also seeks permission to enter into an
agreement that provides a bidder who is willing to serve as a
stalking horse bidder a breakup fee of up to 3% of the total
value offered by the stalking horse bidder in its bid.

The ability of the Debtor to offer potential purchasers and
liquidating agents bidding protections is beneficial to the
Debtors' estate and creditors because the Debtors can provide the
incentive required to induce a bidder to submit or increase its
Bid prior to the Auction, Mr. Leake says.  The ability to offer
the Breakup Fee may induce bids for some or all of the Offered
Assets that would not otherwise be made.  In addition, to the
extent Bids can be improved prior to the Auction, a higher floor
is established for further bidding at the Auction, Mr. Leake
points out.

No later than Nov. 19, 2007, PLVTZ will file with the Court a
schedule of cure obligations with respect executory contracts and
unexpired leases.  Objections to the assumption and assignment of
any executory contract or unexpired lease identified on the Cure
Schedule must be filed by November 26.  Objections to adequate
assurance of future performance on executory contracts and
unexpired leases to be assumed and assigned pursuant to a
Successful Bid must be filed November 29.

Certain of the Debtors' leases contain provisions purporting to
restrict or prohibit the Debtor from conducting store closing,
liquidation or similar sales.  The Debtors ask the Court to
confirm that they or their liquidating agent may conduct any going
out of business sales without interference from any lessors or
other persons affected by those sales.

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


MEGA BRANDS: Weak Results Prompt Moody's to Review Ratings
----------------------------------------------------------
Moody's placed the B1 corporate family rating and other long term
ratings of MEGA Brands, Inc. on review for possible downgrade
after the company announced weaker than expected results for the
third quarter of 2007 and for year-to-date.  The LGD rates are
also subject to change.  The speculative grade liquidity rating
was affirmed at SGL-3.

These ratings were placed on review for possible downgrade:

MEGA Brands, Inc.:

  * Corporate Family Rating of B1;

  * Probability of Default of B2;

  * $120 million 5-year revolving credit facility maturing
    July 2010 of Ba3;

  * $40 million, 5-year term loan A facility of Ba3.

MEGA Brands Finco

  * $260 million 7-year term loan B facility of Ba3.

The rating was last lowered in July 2007 due to poor results in
2006 and in early 2007.  The new review is prompted by the fact
that expectations of improvements in the latter half of 2007 have
not materialized.  Third quarter sales were down 8.8% versus the
prior year mainly due to production delays in Asia and lower
shipments of Magnetix products, and Gross Profit plummeted more
than 60% due in part to inventory write-offs and adjustments.  
Mega reported an operating loss for the quarter of $5.1 million
versus a profit of $26.4 million a year earlier.  Moody's review
will focus on the likelihood of a return to sustainable
profitability in the near term.  It will also revisit the current
status of pending litigation, the issues around the company's self
insurance for product liability for Magnetix products manufactured
before May 1, 2006 and for incidents occurring after Dec. 1, 2006,
and the likely timing and payout of the disputed Rose Art earn-out
payment.

The SGL-3 was affirmed based on Moody's continued expectation for
adequate near-term liquidity for the company.  Absent the Rose Art
earn-out payment, which the company does not expect to make before
2009, MEGA Brands' liquidity is supported by balance sheet cash
and availability under its $120 million revolver, offset by the
seasonal nature of its cash flow which requires reliance on its
bank facility, the potential for limited covenant cushion under
its credit agreement over the medium term, and its limited
alternative sources of liquidity.

MEGA Brands manufactures and markets a broad line of toys and
stationery and activities products.  It is based in Montreal,
Canada and had sales of over $547 million in 2006.


MERRILL LYNCH: Moody's Downgrades Ratings on 23 Certificates
------------------------------------------------------------
Moody's Investors Service upgraded 17 certificates, confirmed the
ratings on 6 certificates, and downgraded 23 certificates backed
by WMC subprime fixed and adjustable rate mortgage loans. The
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

The certificates were issued in 2004 except for MASTR Asset Backed
Securities Trust 2003-WMC2.  In the majority of these deals,
losses have already begun to erode the overcollateralization,
leaving the bottom rated bonds less protected.  The certificates
being upgraded show a strong build-up of credit enhancement.

Complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2004-HE9

   * Cl. M5, downgraded to Ba2, previously Baa2,
   * Cl. M6, downgraded to B3, previously Baa3,
   * Cl. M7, downgraded to Caa2, previously Ba1,

Issuer: MASTR Asset Backed Securities Trust 2003-WMC2

   * Cl. M-5, downgraded to Ba2, previously Baa2,
   * Cl. M-6, downgraded to B3, previously Baa3,

Issuer: MASTR Asset Backed Securities Trust 2004-WMC1

   * Cl. M-1, confirmed Aa2,
   * Cl. M-2, confirmed A2,
   * Cl. M-3, confirmed A3,
   * Cl. M-5, downgraded to Ba2, previously Baa2,
   * Cl. M-6, downgraded to B3, previously Baa3,
   * Cl. M-7, downgraded to Caa3, previously Ba1,

Issuer: MASTR Asset Backed Securities Trust 2004-WMC2

   * Cl. M-1, upgraded to Aa1, previously Aa2,
   * Cl. M-2, upgraded to A1, previously A2,
   * Cl. M-6, downgraded to B1, previously Baa3,
   * Cl. M-7, downgraded to Caa1, previously Ba1,

Issuer: Merrill Lynch Mortgage Investors, Inc. 2004-WMC1

   * Cl. M-2, confirmed A2,
   * Cl. B-2, downgraded to Ba3, previously Baa2,
   * Cl. B-3, downgraded to B3, previously Baa3,
   * Cl. B-4, downgraded to Caa3, previously Ba2,

Issuer: Merrill Lynch Mortgage Investors, Inc. 2004-WMC2

   * Cl. M-1, upgraded to Aa1, previously Aa2,
   * Cl. M-2, upgraded to A1, previously A2,
   * Cl. B-3, downgraded to Ba3, previously Baa3,

Issuer: Merrill Lynch Mortgage Investors, Inc. 2004-WMC3

   * Cl. M-2, upgraded to A1, previously A2,
   * Cl. B-3, downgraded to Ba2, previously Baa3,
   * Cl. B-4, downgraded to Ba3, previously Ba1,

Issuer: Merrill Lynch Mortgage Investors, Inc. 2004-WMC4

   * Cl. M-2, upgraded to Aa3, previously A2,
   * Cl. M-3, upgraded to A1, previously A3,

Issuer: Merrill Lynch Mortgage Investors, Inc. 2004-WMC5

   * Cl. M-1, upgraded to Aaa, previously Aa1,
   * Cl. M-2, upgraded to Aa1, previously Aa2,
   * Cl. M-3, upgraded to Aa2, previously Aa3,
   * Cl. M-4, upgraded to Aa3, previously A1,
   * Cl. M-5, upgraded to A1, previously A2,
   * Cl. M-6, upgraded to A2, previously A3,

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-WMC1

   * Cl. M-1, upgraded to Aa1, previously Aa2,
   * Cl. M-2, upgraded to A1, previously A2,
   * Cl. B-3, downgraded to Ba3, previously Baa3,

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-WMC2

   * Cl. M-1, upgraded to Aa1, previously Aa2,
   * Cl. M-2, upgraded to A1, previously A2,
   * Cl. B-2, confirmed Baa2,
   * Cl. B-3, downgraded to Ba2, previously Baa3,

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-WMC3

   * Cl. M-6, downgraded to Baa2, previously A3,
   * Cl. B-1, downgraded to Ba1, previously Baa1,
   * Cl. B-2, downgraded to Ba3, previously Baa2,
   * Cl. B-3, downgraded to B3, previously Baa3,

Issuer: Soundview Home Loan Trust 2004-WMC1

   * Cl. M-1, confirmed Aa1,
   * Cl. M-10, downgraded to Ba3, previously Ba1.


MERRILL LYNCH: Adequate Credit Support Cues S&P to Hold Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C, D, and E commercial mortgage pass-through certificates from
Merrill Lynch Financial Assets Inc.'s series 2000-Canada3.  
Concurrently, S&P affirmed its ratings on the other classes from
this transaction, including the 'AAA' ratings on classes A-1, A-2,
and B.
     
The raised and affirmed ratings reflect increased credit support
due to defeasance and principal paydowns, as well as credit
enhancement that provides adequate support through various stress
scenarios.
     
As of the Oct. 15, 2007, remittance report, the collateral pool
consisted of 38 loans with an aggregate principal balance of
$186.6 million, down from 53 loans with a balance of
$257.6 million at issuance.  The reduced principal balance is due
to amortization and loan payoffs.  The master servicer, Midland
Loan Services Inc., provided financial information for 96% of the
pool.  Eighty-seven percent of the servicer-reported information
was full-year 2006 data. Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.83x, up
from 1.47x at issuance.  The current DSC figure excludes 10
defeased loans with a balance of $43.6 million.  All of the loans
in the pool are current.
     
The top 10 exposures have an aggregate outstanding balance of
$104.9 million (56%).  The weighted average DSC for the top 10
exposures is 1.80x, up from 1.45x at issuance.  The increase in
DSC is primarily attributable to the improved performance of the
fifth- and eighth-largest exposures.  Standard & Poor's reviewed
the property inspections provided by the master servicer for the
properties securing the top 10 exposures, and all were
characterized as "good" or "excellent," with the exception of one
property, which was characterized as "fair."
     
The Eastwood Mall loan, with an exposure of $3.1 million, is the
only loan with the special servicer, Capmark Finance Inc.   This
loan was transferred to the special servicer because the borrower
failed to pay it off at maturity.  The loan is secured by a
43,562-sq.-ft. anchored shopping center in Kitchener, Ontario.  
During the refinancing process, contaminants were discovered in
the soil that needed to be addressed before new financing could be
put in place.  According to Capmark, the borrower has performed
the remediation and has paid for all costs associated with it.  
The special servicer anticipates entering into a standstill
agreement with the borrower while the borrower continues to seek
refinancing.  The property is currently 92% occupied and reported
a DSC of 1.58x as of year-end 2006.
     
As of Oct. 5, 2007, Midland's watchlist contained three loans with
an aggregate outstanding balance of $16.2 million (9%).  La
Roseraie ($9.2 million; 5%), the largest loan on the watchlist, is
secured by a 229-unit retirement residence in Sainte-Foy, Quebec.  
The loan is on the watchlist due to a low DSC.  The loan is cross-
collateralized with another loan, which makes up the largest
exposure in the pool.  The second-largest loan on the watchlist,
Radisson Suites Hotel ($6.2 million; 3%), is secured by a 104-room
full-service hotel in Halifax, N.S.  The loan is on the watchlist
due to a low
DSC. This loan is also cross-collateralized with another loan,
which makes up the sixth-largest exposure in the pool.
     
Excluding the defeased loans, the underlying loan collateral for
this transaction is located in eight provinces in Canada.  By
allocated loan balance, 30% is located in Ontario, 13% is in
Newfoundland, 12% is in Quebec, 8% is in British Columbia, and 7%
is in Alberta.  The property concentrations are in retail (30%),
lodging (19%), and multifamily (10%) assets.
     
In total, 37% of the pool's principal balance has full recourse to
the borrower and/or guarantor.  The trust has not suffered any
losses to date.
     
Standard & Poor's stressed the loans with credit issues as part of
its pool analysis.  The resultant credit enhancement levels
support the raised and affirmed ratings.
    

                         Ratings Raised
   
               Merrill Lynch Financial Assets Inc.
          Commercial mortgage pass-through certificates
                      series 2000-Canada3

                     Rating
                     ------
          Class   To      From     Credit enhancement
          -----   --      ----      ---------------
          C       AAA     AA+           16.22%
          D       A       BBB+          10.70%
          E       A-      BBB            9.32%
    
                       Ratings Affirmed
    
              Merrill Lynch Financial Assets Inc.
         Commercial mortgage pass-through certificates
                     series 2000-Canada3

          Class   Rating           Credit enhancement
          -----   ------           -----------------
          A-1     AAA                    24.85%
          A-2     AAA                    24.85%
          B       AAA                    20.71%
          F       BB+                     5.52%
          G       B+                      2.76%
          X       AAA                      N/A


MIRANT CORP: Moody's Places Ratings Under Review
------------------------------------------------
Moody's Investors Service placed the ratings for Mirant
Corporation (Mirant: B2 Corporate Family Rating) and its
subsidiaries Mirant Mid-Atlantic LLC, Mirant North America LLC and
Mirant Americas Generation LLC under review for possible upgrade.  
Separately, Moody's affirmed Mirant's Speculative Grade Liquidity
Rating at SGL-2.

The rating action takes into account the conclusion of Mirant's
strategic review process and its decision to return $4.6 billion
in cash to shareholders.  Mirant's consolidated cash balance as of
September 30, 2007 totaled approximately $6.3 billion.

The review for possible upgrade reflects the elimination of the
concern that Mirant's strategic review would result in a course of
action that would increase its business risk profile and pressure
financial flexibility.  Furthermore, it recognizes the company's
success in generating significant proceeds from asset divestitures
that has allowed it to reward shareholders while retaining an
adequate liquidity profile.  The review also acknowledges that the
company's cash flow generation and consolidated financial metrics
have exceeded initial expectations.  Mirant's cash flow has been
driven by declining reserve margins and an increase in the price
paid for power and capacity in the markets that Mirant operates.
Moody's now expects Mirant's ratio of consolidated funds from
operations to consolidated debt to exceed 15% at fiscal year-end
compared to our prior expectation that this ratio would not exceed
10%.

Moody's review for possible upgrade will consider Mirant's
forecasted financial performance, including its existing hedge
positions and funding sources for its significant near-term
environmental-related capital expenditures.  Furthermore, we
intend to discuss management's long-term strategic direction for
the business, including the likelihood of further shareholder
rewards.  Moody's notes that Mirant's strategic direction has gone
through several iterations since the company emerged from
bankruptcy in January 2006.

Mirant Corporation, headquartered in Atlanta, Georgia, is an
independent power producer that owns or leases a portfolio of
electricity generating facilities totaling 10,300 megawatts.


ML-CFC COMMERCIAL: Fitch Rates $7.024MM Class N Certs. at BB-
-------------------------------------------------------------
Fitch has rated ML-CFC Commercial Mortgage Trust, series 2007-9,
commercial mortgage pass-through certificates as:

  -- $55,677,000 class A-1 'AAA';
  -- $258,109,000 Class A-2 'AAA';
  -- $134,799,000 Class A-3 'AAA';
  -- $90,394,000 Class A-SB 'AAA';
  -- $930,974,000 Class A-4 'AAA';
  -- $496,931,000 Class A-1A 'AAA';
  -- $209,993,000 Class AM 'AAA';
  -- $70,991,000 Class AM-A 'AAA';
  -- $167,994,000 Class AJ 'AAA';
  -- $56,792,000 Class AJ-A 'AAA';
  -- $31,611,000 Class B 'AA+';
  -- $21,074,000 Class C 'AA';
  -- $28,098,000 Class D 'AA-';
  -- $24,586,000 Class E 'A+';
  -- $24,586,000 Class F 'A';
  -- $2,731,353,000* Class XP 'AAA'(notional amount and
     interest only);
  -- $2,809,835,146* Class XC 'AAA'(notional amount and
     interest only);
  -- $28,099,000 Class G 'A-';
  -- $28,098,000 Class H 'BBB+';
  -- $24,586,000 Class J 'BBB'
  -- $31,611,000 Class K 'BBB-';
  -- $14,049,000 Class L 'BB+';
  -- $10,537,000 Class M 'BB';
  -- $7,024,000 Class N 'BB-';

The $14,050,000 Class P, $3,512,000 Class Q, $10,537,000 Class S,
and $35,123,146 Class T are not rated by Fitch.

Classes A-1, A-2, A-3, A-SB, A-4, A-1A, AM, AM-A, AJ, AJ-A, B, C,
D, E, F, and XP are offered publicly, while classes G, H, J, K, L,
M, N, P, Q, S, T, and XC are privately placed pursuant to rule
144A of the Securities Act of 1933.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 246 fixed rate loans having an aggregate principal
balance of approximately $2,809,835,146, as of the cutoff date.


MORTGAGE LENDERS: Wants February 1 Set as Claims Bar Date
---------------------------------------------------------
Mortgage Lenders Network USA, Inc., pursuant to Rule 3003(c) of
the Federal Rules of Bankruptcy Procedure and Rule 2002-1(e) of
the Local Rules of Bankruptcy Practice and Procedure of the U.S.
Bankruptcy Court for the District of Delaware, asks the Court to
establish Feb. 1, 2008, as bar date for filing proofs of claim
relating to:

   -- prepetition unsecured claims, including any claims based on
      the Debtor's unsecured, contingent, unliquidated or
      equitable liability, or claims relating to the rejection of
      an executory contract or unexpired nonresidential real
      estate lease;

   -- administrative expense requests either arising under
      Section 503(b )(9) of the Bankruptcy Code, or incurred
      after the Petition Date but prior to October 31, 2007;

   -- claims arising relating to a recovered transfer of a
      voidable transfer;

   -- claims of any governmental unit asserting a prepetition
      claim; and

   -- claims arising relating to an amendment to the Debtor's       
      schedules of assets and liabilities filed with the Court.

The Debtor also asks the Court to require any claimant to file an
original and written proof of claim with the Debtor's claims
agent, The Trumbull Group, LLC.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, notes that Rule 3003(c)(3) provides that
the Court can fix and, for cause shown, may extend the time
within which proofs of claim or interest may be filed.  She adds
the Debtor's request for a claims bar date is consistent with the
Local Rule 2002-1(e).

                        Excluded Claims

The Debtor also asks the Court to direct that the notice of the
Bar Date provide that no Proof of Claim is required for:

   -- any person, entity, or governmental unit that has already
      properly filed a Proof of Claim with the Claims Agent, or
      with the Bankruptcy Clerk;

   -- any person, entity, or governmental unit if that claimant's
      claim is listed in the Schedules and is not scheduled as
      being contingent, unliquidated, or disputed, unless the
      claimant believes that it is owed a different amount or its
      prepetition claim is entitled to a different priority than
      that reflected in the Schedules;

   -- any person, entity, or governmental unit if that claimant's
      prepetition claim previously has been allowed by the Court;
      and

   -- administrative expense claims for fees and expenses of
      professionals retained in the bankruptcy proceedings and
      members of the Official Committee of Unsecured Creditors.

The Debtor further asks the Court to determine that any person,
entity, or governmental unit that is required to file a proof of
Proof of Claim, but does not do so, will:

   -- not be treated as a creditor of the Debtor for the purpose
      of voting and distribution under any plan of
      reorganization;

   -- be forever barred from:

       * filing a Proof of Claim;

       * asserting a claim against the Debtor or its estate and
         property;

       * voting on any Plan; and

       * participating in any distribution in the Debtor's
         Chapter 11 case; and

   -- be bound by the terms of any confirmed Plan.

                    Bar Date Notice Procedures

The Debtor will provide actual, written notice of the Bar Date on
November 30, 2007, to the Office of the U.S. Trustee, Creditors
Committee counsel, all persons and governmental units on the
Debtor's creditor matrix, all known holders of claims listed on
the Debtor's Schedules, all relevant taxing authorities, the
District Director of Internal Revenue for the District of
Delaware, and all parties that have requested notice.

Ms. Jones relates that parties-in-interest will have more than 60
days of notice prior to the Bar Date.  However, she notes that
just because a party-in-interest receives a Notice does not mean
that the Debtor believes that that party-in-interest has a claim
against the Debtor.  Hence, the Debtor reserves the right to
object to any claim filed in the case, whether filed or
scheduled, on any grounds.

With the Notice, the Debtor proposes to send a Proof of Claim
form to applicable parties, which will state the claimant's name
and, if a claim is scheduled, will further set forth (i) whether
the claim is contingent, unliquidated, or disputed, (ii) whether
the claim is listed as secured, priority, or unsecured, and (iii)
if applicable, the dollar amount of the claim.

To provide broad and appropriate notice to potential creditors,
the Debtor proposes to publish the Notice of the Bar Date in a
national newspaper, the national edition of the USA Today.  The
Debtor believes that the publication provides more than adequate
notice of the Bar Date to unknown holders of claims.

The Debtor submits that the proposed procedures are appropriate
because they are reasonably calculated to provide anybody
asserting claims against the Debtor with notice of the Bar Date,
which is consistent with the Local Rule, and to provide ample
time to file Proofs of Claims.  Ms. Jones points out that it is
essential for the Debtor to ascertain, as soon as possible, the
full nature, extent and scope of the claims against it, and to
determine the amount of claims that may share in the proceeds of
the various sales, litigation recoveries, and cash on hand.

                    About  Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a    
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl & Jones LLP represents the
Debtor.  Blank Rome LLP represents the Official Committee of
Unsecured Creditors.  In the Debtor's schedules of assets and
liabilities filed with the Court, it disclosed total assets of
$464,847,213 and total debts of $556,459,464.  The Debtor's
exclusive period to file a chapter 11 plan of reorganization is
set to expire on Jan. 2, 2008.  

(Mortgage Lenders Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MORTGAGE LENDERS: Wants Removal Period Extended to February 4
-------------------------------------------------------------
Mortgage Lenders Network USA, Inc., pursuant to Section 1452 of
the Judiciary and Judicial Procedures Code and Rule 9027 of the
Federal Rules of Bankruptcy Procedure, , asks the U.S. Bankruptcy
Court for the District of Delaware to:

   (a) extend the period, within which it may remove actions
       initiated prior to the Petition Date through and including
       February 4, 2008;

   (b) extend the period, within which the Debtor may remove
       actions initiated after the Petition Date to the later of:

          -- February 4, 2008; and

          --  the time period specified in Rules 9027(a)(3)(A)
              and (B), which provides for the shorter of:

              * 30 days after receipt of a copy of the initial
                pleading setting forth the claim or cause of
                action to be removed; or

              * 30 days after receipt of the summons, if the
                initial pleading has been filed with the Court
                but not served with the summons; and

   (c) grant an order without prejudice to the Debtor's right to
       seek further extensions of the applicable deadline.

The Debtor believes that it is prudent to seek an extension of
the time period to file notices of removal to protect its right
to remove the Actions.

Since the Petition Date, the Debtor has directed substantially
all of its efforts and its professionals' towards the liquidation
of hard assets and remaining servicing operations, Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, relates.  She notes that the Debtor has also engaged in
numerous contested matters and adversary proceedings to protect
its rights as debtor-in-possession or to maximize the value of
its bankruptcy estate for the benefit of its creditors.  Hence,
the Debtor, she says, has not had an opportunity to thoroughly
review Actions to determine whether there are any that may need
to be removed.

Ms. Jones contends that the sought extension will afford the
Debtor the opportunity necessary to make fully-informed decisions
concerning removal of any Action and will assure that the Debtor
does not forfeit valuable rights under Section 1452.  
Additionally, the rights of the Debtor's adversaries will not be
prejudiced by the extension because any party to an Action that
is removed may seek to have it remanded to the state court
pursuant to Section 1452(b).

The Debtor submits that its request to extend the deadline for
removing the Actions is reasonable and practical in light of the
present posture of its bankruptcy case.

Judge Walsh will convene a hearing on December 18, 2007, at 2:00
p.m., to consider the Debtor's request.  Pursuant to Del.Bankr.LR
9006-2, the Debtor's Removal Periods is automatically extended
until the conclusion of that hearing.

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a    
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl & Jones LLP represents the
Debtor.  Blank Rome LLP represents the Official Committee of
Unsecured Creditors.  In the Debtor's schedules of assets and
liabilities filed with the Court, it disclosed total assets of
$464,847,213 and total debts of $556,459,464.  The Debtor's
exclusive period to file a chapter 11 plan of reorganization is
set to expire on Jan. 2, 2008.  

(Mortgage Lenders Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MYLAN LABORATORIES: $6.7 Bil. Merck Deal Cues S&P to Cut Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Mylan Laboratories Inc. to 'BB-' from 'BB+' and lowered
its senior unsecured debt rating to 'B' from 'BB+'.  The ratings
are removed from CreditWatch, where they were placed with negative
implications on May 14, 2007, following Mylan's announcement that
it was acquiring the generic drug business of Merck KGaA for
$6.7 billion.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Mylan's $4.85 billion proposed financing. The
senior secured credit facilities, consisting of a
$750 million revolver due 2013, a $500 million term loan A due
2013, a $2 billion term loan B due 2014, and a euro term loan
B (equivalent to $1.6 billion) due 2014, are rated 'BB', with a
recovery rating of '2', indicating the expectation for substantial
(70%-90%) recovery in the event of a payment default.
     
S&P also assigned a 'B-' preferred stock rating to Canonsburg,
Pennsylvania-based Mylan's $1.86 billion three-year mandatory
convertible preferred stock.
     
"The ratings on Mylan are based on the company's highly leveraged
financial risk profile and management's challenges in integrating
and running a much larger, internationally focused company," said
Standard & Poor's credit analyst Arthur Wong.  Partially
offsetting these negatives are Mylan's new position as the third-
largest generic drug maker, in an industry where size and scale
are critical; the positive fundamentals of the generic drug
industry; and Standard & Poor's belief that leverage will decline
steadily, given management's history of financial conservatism.
     
Following the close of the acquisition of the generics business of
Merck KGaA in October 2007, Mylan is now the third-largest generic
drug company in the world, in terms of sales.


NASH FINCH: Earns $15.4 Million in 3rd Quarter Ended Oct. 6
-----------------------------------------------------------
Nash Finch Company disclosed Tuesday financial results for the
third quarter ended Oct. 6, 2007.

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

Total company sales for the sixteen week third quarter of 2007
were $1.367 billion compared to $1.427 billion in the prior-year
quarter.  Sales for the first forty weeks of 2007 were
$3.463 billion compared to $3.532 billion in the prior-year
period.  The third quarter and year-to-date sales declines of 4.2%
and 2.0%, respectively, result primarily from the transition of a
large customer to another supplier, the closure of unprofitable
retail stores, and to a lesser degree customer attrition that
occurred in 2006 that has not yet been fully offset by new
customer gains in 2007.

Consolidated EBITDA for the third quarter 2007 was $40.1 million,
or 2.9% of sales, compared to $27.5 million, or 1.9% of sales, for
the prior year quarter.  For the first forty weeks of 2007,
consolidated EBITDA was $98.6 million, or 2.8% of sales, compared
to $78.8 million, or 2.2% of sales, in the prior-year period.

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

At Sept. 30, 2007, the company's consolidated balance sheet showed
$981.6 million in total assets, $658.0 million in total
liabilities, and $323.6 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2559

                           Liquidity

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

                    Share Repurchase Program

On Nov. 6, 2007, the Board of Directors authorized a share
repurchase program authorizing the company to purchase up to
1.0 million shares of the company's common stock.  The program
will take effect on Nov. 19, 2007, and will continue until Jan. 3,
2009.

                         About Nash Finch

Headquartered in Minneapolis, Minnesota, Nash Finch Company
(NASDAQ: NAFC) -- http://www.nashfinch.com/-- distributes food    
products.  Nash Finch's core business, food distribution, serves
independent retailers and military commissaries in 31 states, the
District of Columbia, Europe, Cuba, Puerto Rico, the Azores and
Egypt.  The company also owns and operates a base of retail
stores, primarily supermarkets under the Econofoods(R), Family
Thrift Center(R) and Sun Mart(R) trade names.

                          *     *     *

On Sept. 10, 2007, the company received a purported notice of
default, which was subsequently reissued on Sept. 27, 2007, to
correct a procedural defect in the initial notice, from certain
hedge funds who are beneficial owners purporting to hold at least
25% of the aggregate principal amount of the Nash-Finch Senior
Subordinated Convertible Notes due 2035 declaring an acceleration
of any debt due under the Indenture governing the Notes.

Nash Finch filed a petition on Sept. 26, 2007, asking the Hennepin
County District Court to determine that Nash Finch properly
adjusted the conversion rate on the Notes after Nash Finch
increased the amount of the dividends it paid to its shareholders.
     
On Oct. 5, 2007, Nash Finch disclosed that the Hennepin County
District Court in Minnesota granted a temporary restraining order
preventing and enjoining such hedge funds from declaring an
acceleration of any debt due under the Indenture while the
litigation is pending.
     
The temporary restraining order also tolls the 30-day cure period,
during which Nash Finch may cure the alleged default under the
Indenture, should the Court determine that a default has occurred.
The restraining Order will remain in effect until 10 days after
the Court reaches a decision on the underlying dispute as to
whether the Trustee should execute the Supplemental Indenture
submitted by the company and whether the company's adjustment to
the conversion rate was done in accord with the terms of the
Indenture.


NELITA WAYNE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Nelita Maningas Wayne
        aka Serenity Home Care
        aka Golden Shepherd's Inc.
        aka Golden Shepherd Home Care
        2695 Presidio Drive
        Brentwood, CA 94513

Bankruptcy Case No.: 07-43873

Type of Business: The Debtor provides residential care
                  services.

Chapter 11 Petition Date: November 13, 2007

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Peter C. Pappas, Esq.
                  2400 Sycamore Drive, Suite 40
                  Antioch, CA 94509
                  Tel: (925) 754-0772

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


NEUMANN HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Neumann Homes, Inc.
             4355 Weaver Parkway
             Suite 1070
             Warrenville, IL 60555

Bankruptcy Case No.: 07-20412

Debtor-affiliates filing separate Chapter 11 petitions on
November 15, 2007:

        Entity                                     Case No.
        ------                                     --------
        Neumann Homes of Michigan, L.L.C.          07-21468
        N.H.I. Sky Ranch, L.L.C.                   07-21469
        Sky Ranch, L.L.C.                          07-21470

Debtor-affiliates filing separate Chapter 11 petitions on
November 1, 2007:

        Entity                                     Case No.
        ------                                     --------
        N.D.C. Fabrications, L.L.C.                07-20413
        NeuPro Co., L.L.C.                         07-20414
        Neumann Homes of Colorado, L.L.C.          07-20415
        Neumann Homes of Wisconsin, L.L.C.         07-20416
        Precision Framing Systems, L.L.C.          07-20417

Type of Business: The Debtors develop and build residential real
                  estate throughout the Midwest and West US.  They
                  are active in the Chicago area, southeastern
                  Wisconsin, Colorado, and Michigan.  They have
                  built more than 11,000 homes in some 150
                  residential communities.  They offer formal
                  business training to employees through classes,
                  seminars, and computer-based training.  See
                  http://www.neumannhomes.com

Chapter 11 Petition Date: November 1, 2007

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtors' Counsel: George Panagakis, Esq.
                  Skadden, Arps, Slate, Meagher & Flom, L.L.P.
                  333 West Wacker Drive
                  Chicago, IL 60606
                  Tel: (312) 407-0638
                  Fax: (312) 407-0711

Financial Condition of Debtor-affiliates filing separate Chapter
11 petitions on November 1, 2007:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Neumann Homes, Inc.         More than              More than
                            $100 Million           $100 Million

N.D.C. Fabrications,        More than              More than
L.L.C.                      $100 Million           $100 Million

NeuPro Co., L.L.C.          More than              More than
                            $100 Million           $100 Million

Neumann Homes of Colorado,  More than              More than
L.L.C.                      $100 Million           $100 Million

Neumann Homes of Wisconsin, More than              More than
L.L.C.                      $100 Million           $100 Million

Precision Framing Systems,  More than              More than
L.L.C.                      $100 Million           $100 Million

Financial Condition of Debtor-affiliates filing separate Chapter
11 petitions on November 15, 2007:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Neumann Homes of Michigan,  More than              More than
L.L.C.                      $100 Million           $100 Million

N.H.I. Sky Ranch, L.L.C.    More than              More than
                            $100 Million           $100 Million

Sky Ranch, L.L.C.           More than              More than
                            $100 Million           $100 Million

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Residential Funding Corp.      bank loan             $75,000,000
Attention: Legal Department
28 Bloomfield Avenue
Pine Brook, NJ 07058
Attention: Legal Department
28 Bloomfield Avenue
Pine Brook, NJ 07058
Fax: (973) 575-0882

Fidelity Deposit Co. of        surety bond           $19,424,194
Maryland
Attention: Legal Department
1400 American Lane,
Tower I, 19th Floor
Schaumburg, IL 60196
Attention: Legal Department
1400 American Lane,
Tower I Bond, 19th Floor
Schaumburg, IL 60196
Fax: (847) 605-7768

Carolina Casualty Insurance    surety bond           $11,936,810
Co.
Attention: Legal Department
P.O. Box 2575
Jacksonville, FL 32203
Attention: Legal Department
P.O. Box 2575
Jacksonville, FL 32203
Fax: (904) 363-8098

Lexon Insurance Co.            surety bond           $7,935,953
Attention: Legal Department
10002 Shelbyville Road, Suite 100
Louisville, KY 40223
Attention: Legal Department
10002 Shelbyville Road, Suite 100
Louisville, KY 40223
Fax: (515) 281-3059

Bank of America, N.A.          bank loan             $4,960,000
Attention: Legal Department
18 West 140 Butterfield Road
Oak Brook Terrace, IL 60181
Attention: Legal Department
18 West 140 Butterfield Road
Oak Brook Terrace, IL 60181
Fax: (813) 225-8322

Chicago Title                  title insurance       $4,500,000
Attention: Paul Peterson
171 North Clark Street,
8th Floor
Chicago, IL 60601
Attention: Paul Peterson
171 North Clark Street,
8th Floor
Chicago, IL 60601
Fax: (312) 223-2960

Bond Safeguard Insurance Co.   surety bond           $4,064,344
Attention: Legal Department
10002 Shelbyville Road,
Suite 100
Louisville, KY 40223
Attention: Legal Department
10002 Shelbyville Road,
Suite 100
Louisville, KY 40223
Fax: (630) 495-9272

Platte River Insurance Co.     surety bond           $3,700,806
Attention: Legal Department
P.O. Box 5900
Madison, WI 53705
Attention: Legal Department
P.O. Box 5900
Madison, WI 53705
Fax: (800) 798-2029

Travelers Casualty and         surety bond           $1,416,574
Surety Co.
Attention: Legal Department
One Tower Square
Hartford, CT 06183
Attention: Legal Department
One Tower Square
Hartford, CT 06183
Fax: (860) 954-3956

Landmark Title Co.             title insurance       $1,250,000
Attention: Legal Department
P.O. Box 725
3501-30th avenue
Kenosha, WI 53141
Attention: Legal Department
P.O. Box 725
3501-30th avenue
Kenosha, WI 53141
Fax: (262) 658-0913

Columbian Agency               surety bond           $500,000
Attention: Legal Department
1005 Laraway Road
P.O. Box 39
New Lenox, IL 60451
Attention: Legal Department
1005 Laraway Road
P.O. Box 39
New Lenox, IL 60451
Fax: (815) 485-2936

Land Title Guarantee Co.       title insurance       $315,000
Attention: Legal Department
3033 East First Avenue,
Suite 600
Denver, CO 80206
Attention: Legal Department
3033 East First Avenue,
Suite 600
Denver, CO 80206
Fax: (303) 331-0272

Brownstein Hyatt Farber        legal fees             $98,948
Schreck
Attention: Engagement Partner
410 17th Street, Suite 2200
Denver, CO 80202
Fax: (303) 223-1111
Attention: Engagement Partner
410 17th Street, Suite 2200
Denver, CO 80202
Fax: (303) 223-1111

Wildman, Harrold, Allen &      legal fees             $90,316
Dixon, L.L.P.
Attention: Engagement Partner
225 West Wacker Drive,
Suite 3000
Chicago, IL 60606
Attention: Engagement Partner
225 West Wacker Drive,
Suite 3000
Chicago, IL 60606
Fax: (312) 201-2555

Peregrine, Stime, Newman,      legal fees             $86,491
Ritzman & Brucker
Attention: Engagement Partner
221 East Illinois Street
P.O. Box 564
Wheaton, IL 60189
Attention: Engagement Partner
221 East Illinois Street
P.O. Box 564
Wheaton, IL 60189
Fax: (630) 665-0407

Jaffe, Raitt, Heuer & Weiss,   legal fees             $77,479
P.C.
Attention: Engagement Partner
500 Griswold, Suite 2400
Detroit, MI 48226
Attention: Engagement Partner
500 Griswold, Suite 2400
Detroit, MI 48226
Fax: (313) 961-1205

J.& E. Nursery                 trade debt             $45,818
Attention: Katie Martinez
18852 West Peterson
Libertyville, IL 60048
Attention: Katie Martinez
18852 West Peterson
Libertyville, IL 60048
Fax: (847) 247-0870

D.&B. Advertising, Inc.        trade debt             $42,102
Attention: Legal Department
53 East St. Charles Road
Villa Park, IL 60181
Attention: Legal Department
53 East St. Charles Road
Villa Park, IL 60181
Fax: (630) 782-8340

Arthur J. Gallagher            trade debt             $34,724
Attention: Legal Department
Two Pierce Place, 6th Floor
Risk Management Services
Itasca, IL 60143
Attention: Legal Department
Two Pierce Place, 6th Floor
Risk Management Services
Itasca, IL 60143
Fax: (630) 694-5499

Denver Newspaper Agency        trade debt             $33,572
Attention: Legal Department  
Agency
P.O. Box 17930
Denver, CO 80217
Attention: Legal Department  
Agency
P.O. Box 17930
Denver, CO 80217
Fax: (303) 954-1635


OGLEBAY NORTON: FTC Requests for Add'l. Info on Carmeuse Merger
---------------------------------------------------------------
Carmeuse North America, a subsidiary of Carmeuse Group, and
Oglebay Norton Company have received a request for additional
confirmatory information from the Federal Trade Commission in
connection with Carmeuse's pending acquisition of Oglebay Norton.
    
Carmeuse and Oglebay Norton are each working cooperatively with
the FTC staff and intend to respond to the request in a timely
manner.  The transaction is expected to close by the end of the
year.

Oglebay Norton shareholders voted overwhelmingly to approve the
merger at a special meeting of shareholders on Nov. 9, 2007.

                  About Carmeuse North America

Based in Pittsburgh, Pennsylvania, Carmeuse North America --
http://www.carmeusena.com/-- is producing lime and limestone
products in North America, manufacturing and distributing over 6
million tons per year of lime products, and a further 4 million
tons of chemical grade limestone and aggregates.  Its 14
manufacturing facilities supply and serve 27 states and provinces
in the eastern USA and Canada, and employ over 1,200 employees.

                  About Oglebay Norton Company

Based in Cleveland, Ohio, Oglebay Norton Company (OGBY.PK) --
http://www.oglebaynorton.com/-- provides essential minerals and  
aggregates to a broad range of markets, from building materials
and environmental remediation to energy and industrial
applications.

                          *     *     *

Moody's Investor Services placed Oglebay Norton Company's long
term corporate family, probability of default and bank loan debt
ratings at 'B1' in October 2007.  The ratings still hold to date.


PASCACK VALLEY: Submits Schedules of Assets and Liabilities
-----------------------------------------------------------
Pascack Valley Hospital Association Inc. submitted to the U.S.
Bankruptcy Court for the District of New Jersey its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $61,339,566
  B. Personal Property            $37,269,911
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $82,300,000
     Secured Claims
  E. Creditors Holding                            $5,000,000
     Unsecured Priority
     Claims
  F. Creditors Holding                           $27,352,714
     Unsecured Non-priority
     Claims
                                  -----------    -----------
     TOTAL                        $98,609,477   $114,652,723

                  About Pascack Valley Hospital

Based in Westwood, New Jersey, Pascack Valley Hospital Association
Inc. -- http://www.pvhospital.org/-- operates a full-service,  
291-bed non-profit medical facility, part of a system of
healthcare affiliates known as the Well Care Group Inc., which
provides a full range of the most advanced, technically
specialized healthcare services available.

The Debtor filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. N.J. Case No. 07-23686).  Jack M. Zackin, Esq., Simon
Kimmelman, Esq., Valerie A. Hamilton, Esq., at Sills Cummis Radin
Tischman Epstein & Gross, P.C., represent the Debtor in its
restructuring efforts.


PASCACK VALLEY: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Pascack Valley Hospital Association Inc. submitted to the U.S.
Bankruptcy Court for the District of New Jersey its list
of largest unsecured creditors.

     Entity                             Claim Amount
     ------                             ------------
     MD-X Solutions                       $1,132,889
     725 Darlington Avenue
     Mahwah, NJ 07642

     Deloitte Consulting LLP                 930,872
     600 Renaissance Center Suite 900
     Detroit, MI 48242

     Pascack Radiation Therapy Mtg.          871,328
     250 Old Hook Road
     Westwood, NJ 07675

     Cardinal Health Pharmacy Mgmt.          798,750
     21377 Network Place
     Chicago, IL 60673

     Eclipsys Solutions Corp.                390,750
     P.O. Box 8538-133
     Philadelphia, PA 19171

     Bergen Nursing Team                     336,217
     400 Old Hook Road
     Westwood, NJ 07675

     Cardinal Health                         270,590
     P.O. Box 13862
     Newark, NJ 07188

     NYU School of Medicine                  250,900
     Attn: Andrew Rubin
     339 E. 28th Street, BRK
     New York, NY 10016

     Microsoft Licensing, GP                 244,474
     1401 Elm Street, 5th Floor
     Dallas, TX 75202

     Hess Corporation                        242,248
     P.O. Box 905243
     Charlotte, NC 28290

     MISYS Healthcare Systems                228,881
     P.O. Box 75214
     Charlotte, NC 28275

     GE Medical Systems                      226,664
     P.O. Box 64099
     Pittsburgh, PA 15264

     Biomet Inc.                             219,056
     170 Changebridge Road A1
     Montvilee, NJ 07045

     Medtronic-SD USA                        202,341
     12099 Collections Center Drive
     Chicago, IL 60693

     Netaspx Inc.                             189,742
     1200 Washington Avenue South
     Minneapolis, MN 55415

     Westwood Imaging Associates              178,152
     P.O. Box 66799
     Falmouth, ME 04105

     Westwood Radiology Associates            165,151
     P.O. Box 66799
     Falmouth, MR 04105

     Infoaxis Technologies                    164,854
     6A Pearl Court
     Allendale, NJ 07401

     J & J Health Care Systems Inc.           147,519
     5972 Collections Center Drive
     Chicago, IL 60693

     Beckman Coulter Inc.                     138,343
     Dept. CH10164
     Palatine, IL 60055

                  About Pascack Valley Hospital

Based in Westwood, New Jersey, Pascack Valley Hospital Association
Inc. -- http://www.pvhospital.org/-- operates a full-service,  
291-bed non-profit medical facility, part of a system of
healthcare affiliates known as the Well Care Group Inc., which
provides a full range of the most advanced, technically
specialized healthcare services available.

The Debtor filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. N.J. Case No. 07-23686).  Jack M. Zackin, Esq., Simon
Kimmelman, Esq., Valerie A. Hamilton, Esq., at Sills Cummis Radin
Tischman Epstein & Gross, P.C., represent the Debtor in its
restructuring efforts.


PETSMART INC: Earns $29.5 Million in 3rd Qtr. Ended Oct. 28
-----------------------------------------------------------
PetSmart Inc. reported Wednesday net income of $29.5 million for
the third fiscal quarter of 2007.  That compares with net income
of $31.7 million for the third quarter of fiscal 2006.
     
Included in the company's third quarter 2007 results is
$4.7 million of pre-tax expense to exit the State Line Tack
business.  The net expense includes accelerated depreciation of
assets, severance and costs to remerchandise the former equine
sections of the company's stores.  Also included in the third
quarter results is a pre-tax benefit of $5.5 million for the
recognition of gift card breakage.
     
"For the quarter, we weathered the top line impacts of a tough
consumer environment and our decision to exit our State Line Tack
business and managed inventory and expenses well.  We are headed
into the holiday season with a solid business model, the right
amount of inventory and a good assortment on the shelf to delight
the customer," said Phil Francis, chairman and chief executive
officer.
     
Net sales for the third quarter of 2007 were $1.12 billion,
compared to $1.03 billion for the same period in 2006, and
comparable store sales - or sales in stores open at least a year -
grew 1.4% in the third quarter, on top of 6.8% in the same period
in 2006.
    
Pet services sales were $111 million during the third quarter of
2007, up 23% from the same period last year.
     
PetSmart opened 31 new stores and closed four locations during the
third quarter of 2007, which compares with 28 new stores and four
closures during the third quarter of 2006.

              Share Repurchase and Dividend Payments
     
During the third quarter of 2007, PetSmart initiated an
accelerated share repurchase program in the amount of $225 million
and outstanding shares were reduced by approximately 6.2 million
shares under the program.  The company expects outstanding shares
will be reduced by approximately 775,000 additional shares before
the ASR program ends on or before Jan. 31, 2008.  After the
completion of the ASR, the company will have $75 million available
under its current $300 million share purchase authorization.
     
As previously disclosed, the company paid a dividend of $0.03 per
share on Aug. 10, 2007, to shareholders of record at the close of
business on July 27, 2007.

At Oct. 28, 2007, the company's consolidted balance sheet showed
$2.12 billion in total assets, $1.22 billion in total liabilities,
and $904.6 million in total shareholders' equity.

                       About PetSmart Inc.
     
Headquartered in Phoenix, PetSmart Inc. (NASDAQ: PETM) --
http://www.petsmart.com/-- is a specialty pet retailer of  
services and solutions for the lifetime needs of pets.  The
company operates more than 993 pet stores in the United States and
Canada, a growing number of in-store PetsHotel cat and dog
boarding facilities, and is a leading online provider of pet
supplies and pet care information.  PetSmart provides a broad
range of competitively priced pet food and pet products; and  
offers complete pet training, pet grooming, pet boarding, doggie
day camp and pet adoption services.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2007,
Moody's Investors Service revised the rating outlook of PetSmart
Inc. to stable from positive and affirmed the corporate family
rating at Ba2.  


PIKE NURSERY: Drought Prompts Bankruptcy Filing in Georgia
----------------------------------------------------------
Pike Nursery Holding LLC filed for chapter 11 protection on
Nov. 14, 2007, with the U.S. Bankruptcy Court for the Northern
District of Georgia blaming severe drought, various reports say.

The nursery chain was able to obtain $11.75 million in debtor-in-
possession financing, hence it plans to continue its operations
and keep all 750 of its employees although it considers shutting
down two of its Atlanta facilities, the reports say.

Pike Nursery's filings with the Court disclose about $5.6 million
in unsecured debt, reports relate.

Norcross, Georgia-based Pike Nursery Holding LLC operates 22
nursing facilities in Georgia, North Carolina and Alabama.  It was
established by the Pike Family and in 2004, Roark Capital Group
purchased a majority of its stake.


POINDEXTER & CO: Weak Performance Cues S&P to Revise Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Poindexter (J.B) & Co. Inc. to negative from stable.  At the same
time, Standard & Poor's affirmed its 'B' corporate credit rating
on the company.
      
"The outlook revision reflects the company's weaker-than-expected
operating performance in the third quarter of fiscal 2007 and
increasing refinancing or liquidity concerns," said Standard &
Poor's credit analyst Gregoire Buet.  The company's revolving
credit facility expires March 14, 2008, presenting refinancing
risk.  Should the company extend its facility or obtain new
financing, cash requirements in the first quarter of 2008 could
nonetheless pressure liquidity.
     
The ratings on privately held J.B. Poindexter continue to reflect
its high leverage, exposure to cyclical and midsize end markets,
and historically variable cash flows.  The company's leading niche
market positions partially mitigate these risks.


POLYONE CORP: Buys GLS Corp. as Part of Specialization Strategy
---------------------------------------------------------------
PolyOne Corporation has signed a definitive agreement to acquire
GLS Corporation.  Terms of the pending transaction were not
disclosed.  However, PolyOne expects that the acquisition will be
slightly accretive to earnings in the first year.

Consummation of the transaction is subject to the satisfaction
or waiver of customary closing conditions.
    
The acquisition of GLS demonstrates PolyOne's specialization
strategy focused on technical innovation, new-product launches,
speed to market, and long-term customer alliances rooted in
problem solving and value creation.

GLS is known for difficult-to-develop specialty compounds and
rapid turnaround on customer requests, with a research and
development department that operates around the clock.  The
acquisition of GLS also will provide PolyOne access to new
customers in specialized, high-growth markets such as health care
and electronics.  

PolyOne has targeted these markets for expansion and believes
there are additional cross-selling opportunities.  Moreover, the
two companies' global footprints are highly complementary.
    
"GLS is a very important strategic acquisition and the kind of
company that we have been carefully seeking to become a
significant part of PolyOne's business portfolio," Stephen D.
Newlin, chairman, president and chief executive officer, said.

"We are delighted to welcome the GLS employees and customers to
the PolyOne family," Mr. Newlin stated.  "The GLS management team
has built a terrific brand and is a customer centric growth
company. Its people and technology will be valuable additions to
the PolyOne team."
    
"Combining GLS's technological capabilities with PolyOne's global
infrastructure and commercial presence uniquely positions us to
capitalize on the expanding TPE market,"
Mr. Newlin added.
    
"GLS is a great addition to the global Engineered Materials
business portfolio," Craig Nikrant, PolyOne's vice president and
general manager of PolyOne's North American Engineered Materials
said.  

"This acquisition will accelerate the specialization strategy for
our global Engineered Materials business and will decisively shift
our portfolio as we continue our aggressive evolution into a
specialty solutions provider of engineering thermoplastics," Mr.
Nikrant related.  "The acquisition of GLS, coupled with last
year's dedication of our $10 million specialties compounding
plant, clearly demonstrates our commitment to our specialization
strategy."
    
"We are delighted to join forces with PolyOne and become a key
component in its strategic evolution," Dan Dague, GLS president,
said.  "We were impressed with PolyOne's management, its strategic
vision and its corporate philosophies, and believe the combination
will result in a new organization that is even stronger and better
poised for future success."
    
Bear, Stearns & Co. Inc. was PolyOne's financial advisor on the
GLS acquisition and Jones Day was outside counsel.

                      About GLS Corporation

Headquartered in McHenry, Illinois, GLS Corporation --
http://www.glscorp.com/-- is a privately-held company owned by  
the Dehmlow family that provides specialty thermoplastic elastomer
compounds for consumer and medical applications.  The company
serves more than 1,200 customers worldwide.  With approximately
200 employees, GLS supports its customers with manufacturing
facilities in Illinois and Suzhou, China.

                       About PolyOne Corp.

Headquartered in northeast Ohio, PolyOne Corporation (NYSE: POL) -
- http://www.polyone.com/-- is a provider of    specialized  
polymer materials, services and solutions.  PolyOne
has operations in North America, Europe, Asia and Australia, and
joint ventures in North America and South America.

                          *     *     *

Moody's Investor Services placed PolyOne Corporation's senior
unsecured debt, long term corporate family and probability of
default ratings at 'B1' in July 2007.  The ratings still hold to
date with a stable outlook.


PORTA SYSTEMS: Sept. 30 Balance Sheet Upside-Down by $28.7 Million
------------------------------------------------------------------
Porta Systems Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $17.0 million in total assets and $45.7 million in
total liabilities, resulting in a $28.7 million total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $12.4 million in total current
assets available to pay $45.0 million in total current
liabilities.

The company reported a net loss of $425,000 for the quarter ended
Sept. 30, 2007, compared to net income of $818,000, which included
a loss from discontinued operations of $87,000, for the quarter
ended Sept. 30, 2006.

Operating income from continuing operations for the quarter ended
Sept. 30, 2007, was $132,000, compared to operating income from
continuing operations of $1.2 million for the quarter ended
Sept. 30, 2006.  The company recorded a net loss from continuing
operations of $425,000, versus net income from continuing
operations of $905,000 for the quarters ended Sept. 30, 2007, and
2006, respectively.  

The company reported operating income from continuing operations
for the nine months ended Sept. 30, 2007, of $1.1 million compared
to operating income from continuing operations of $3.2 million for
the nine months ended Sept. 30, 2006.  The company recorded a net
loss from continuing operations of $531,000, versus net income
from continuing operations of $2.3 million for the nine months
ended Sept. 30, 2007, and 2006, respectively.  Net loss for the
nine months ended Sept. 30, 2007, after a loss from discontinued
operations of $521,000, was $1.1 million, compared to net income
of $2.0 million, after a loss from discontinued operations of
$245,000 for the nine months ended Sept. 30, 2006.

Sales from continuing operations were $6.6 million for the quarter
ended Sept. 30, 2007, versus $9.0 million for the quarter ended
Sept. 30, 2006, a decrease of approximately $2.4 million.

Sales from continuing operations were $21.9 million for the nine
months ended Sept. 30, 2007, versus $25.0 million for the nine
months ended Sept. 30, 2006, a decrease of approximately
$3.1 million.

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?2556

                  May Seek Bankruptcy Protection

On Feb. 7, 2007, Cheyne Special Situations Fund L.P. purchased the
company's senior debt of approximately $23,400,000 from SHF IX,
LLC and subsequently extended the maturity of the senior debt to
Feb. 1, 2008.  The company is engaged in negotiations with respect
to a restructuring of its senior, subordinated debt and other
creditors.  The company anticipates that any such restructuring,
if successful, will result in a very significant dilution to the
company's common stock holders and will require the approval of
the holders of its common stock, subordinated debt and certain
other creditors.  If the company is unable to obtain the necessary
consents, it may be unable to effect a restructuring of its debt
which could result in its seeking protection under the Bankruptcy
Code.

On Oct. 23, 2007, the company borrowed an additional $1,000,000
from Cheyne, its senior debt holder, to fund its current
operations.  The principal and accrued interest are due on Feb. 1,
2008.  If the senior debt holder does not extend the maturity date
of its obligations or demands payment of all or a significant
portion of its obligations due to the senior lender, tjhe company
will likely seek protection under the Bankruptcy laws.

                       Going Concern Doubt

BDO Seidman LLP, in Melville, New York, expressed substantial
doubt about Porta Systems Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statemens for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company has suffered substantial
losses from operations in previous years and, as of Dec. 31, 2006,
has a stockholders' deficit of $27,823,000 and a working capital
deficit of $31,646,000 and is dependent on the continued agreement
of the holder of its senior debt to defer the maturity date of
such debt.  

                       About Porta Systems

Headquartered in Syosset, New York, Porta Systems Corp. (OTC BB:
PYTM) -- http://www.portasystems.com/-- designs, manufactures,  
markets and supports communication equipment used in
telecommunications, video and data networks worldwide.


QUEBECOR WORLD: Considers Refinancing to Retire Some Loans
----------------------------------------------------------
Quebecor World Inc. disclosed a refinancing plan pursuant to which
it intends to concurrently:

   (i) offer approximately CDN$250 million of its equity
       shares, consisting of a public offering of Subordinate
       Voting Shares in Canada and the United States for
       contemplated gross proceeds to the company of
       approximately CDN$185 million ($191 million) or
       approximately CDN$213 million ($220 million) if an over-
       allotment option granted to the underwriters involved is
       exercised in full; well as an issuance on a private
       placement basis in Canada to Quebecor Inc., the   
       company's controlling shareholder, of a combination of
       Multiple Voting Shares and Subordinate Voting Shares for
       an aggregate amount of approximately CDN$65 million or
       $67 million) on the same terms as the Public Equity
       Offering, in order to allow Quebecor Inc. to maintain
       the level of its current economic interest in Quebecor
       World;

  (ii) offer on a private placement basis an aggregate of
       $500 million of new debt securities, consisting of:
       (1) new senior unsecured notes of the company in an
           aggregate amount of approximately $400 million, and    
       (2) new senior unsecured convertible debentures in an
           aggregate amount of approximately $100 million; and

(iii) amend the company's credit facilities, pursuant to
       which:
      (a) the commitment of the company's syndicate of lenders
          would be reduced to $375 million;
      (b) the maturities of such facilities would be extended
          by one year to January 2010; and
      (c) the company would be provided with greater financial
          flexibility under its covenants.

The Equity Offering, the Senior Note Offering and the Convertible
Debenture Offering are conditional upon one another and the Credit
Facilities Amendment is conditional on the completion of the
Equity Offering, the Senior Note Offering and the Convertible
Debenture Offering.

The net proceeds of the Senior Note Offering and the Convertible
Debenture Offering and a portion of the net proceeds of the Equity
Offering will be used to repay indebtedness under the company's
credit facilities and the company intends to use the remaining net
proceeds of the Equity Offering to redeem its Series 5 Cumulative
Redeemable First Preferred Shares for an aggregate redemption
price of CDN$175 million or approximately $185 million, plus
accrued and unpaid dividends.

The redemption of these preferred shares is conditional upon the
completion of each of the elements of the refinancing plan and
subject to re-confirmation by the company's board of directors.  
Any remaining net proceeds of the Equity Offering will be used for
general corporate purposes, including for the repayment of
additional indebtedness.

The terms of both the new Senior Notes and the Convertible
Debentures will be settled between the company and the respective
initial purchasers of the notes.  Both the Senior Notes and the
Convertible Debentures will be issued by the company and will be
unconditionally guaranteed on a senior unsecured basis by Quebecor
World (USA) Inc., Quebecor World Capital ULC and Quebecor World
Capital LLC, all wholly-owned subsidiaries of the company.

In addition, the company stated that it has re-filed its interim
financial statements for the period ended Sept. 30, 2007, well as
the corresponding management's discussion and analysis, in order
to make certain changes to Note 18 - Subsequent Events to such
financial statements relating to the company's disclosed
sale/merger of its European operation, including to correct the
amount reported for the estimated accounting (non-cash) loss on
disposal before cumulative translation adjustment impact resulting
from such sale/merger, from $70 million to $170 million.

A copy of the prospectus may be obtained from:

     Quebecor World Inc.
     Investor Relations Department
     612 St-Jacques Street, Montreal
     Quebec Canada H3C 4M8
     Tel. (800) 567-7070

                    About Quebecor World Inc.

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides   
market solutions, including marketing and advertising activities,
well as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other printed
media.  It has 127 printing and related facilities located in
North America, Europe, Latin America and Asia. In the United
States, it has 82 facilities in 30 states, and is engaged in the
printing of books, magazines, directories, retail inserts,
catalogs and direct mail.  In Canada it has 17 facilities in five
provinces, through which it offers a mix of printed products and
related value-added services to the Canadian market and
internationally.  The company is an independent commercial printer
in Europe with 19 facilities, operating in Austria, Belgium,
Finland, France, Spain, Sweden, Switzerland and the United
Kingdom. In March 2007, it sold its facility in Lille, France.  
Quebecor World (USA) Inc. is its wholly owned subsidiary.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Moody's Investors Service rated Quebecor World Inc.'s new
$400 million senior unsecured note issue Caa1.  At the same time,
ratings for about $1.6 billion of existing senior unsecured notes
for QWI and its wholly-owned subsidiary companies, Quebecor World
Capital Corporation and Quebecor World Capital ULC, were
downgraded to Caa1 from B3.

Standard & Poor's assigned its 'B' debt rating to Quebecor World's
proposed $400 million senior unsecured notes due 2014.  The 'B'
debt rating will be placed on CreditWatch with negative
implications.


RED NED LYNCH: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Red Ned Lynch, L.L.C.
        P.O. Box 17265
        Asheville, NC 28816

Bankruptcy Case No.: 07-10761

Type of Business: The Debtor owns and manages mobile home parks.

Chapter 11 Petition Date: November 14, 2007

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Edward C. Hay, Jr., Esq.
                  Pitts, Hay & Hugenschmidt, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251-2760

Total Assets: $1,442,800

Total Debts:  $1,378,370

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carolina First Bank                                  $167,401
674 Merrimon Avenue
Asheville, NC 28804

Buncombe County Tax Dept.      2007 Taxes            $9,695
60 Court Plaza
Asheville, NC 28801

Lawing Grading Co.                                   $3,900
289 Byers Drive
Hendersonville, NC 28792


REMY WORLDWIDE: Court Approves Shearman & Sterling as Lead Counsel
------------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates obtained
premission from the U.S. Bankruptcy Court for the District of
Delaware to employ Shearman & Sterling LLP as their lead
bankruptcy counsel, nunc pro tunc to Oct. 8, 2007.

As reported in the Troubled Company Reporter on Oct. 19, 2007, the
Debtors selected Shearman & Sterling because the firm possesses
extensive knowledge in the areas of law relevant to the Debtors'
case.  Shearman & Sterling has represented debtors, creditors,
creditors' committees, lenders, and various parties-in-interest in
numerous Chapter 11 cases.  Shearman & Sterling has also developed
significant knowledge of the Debtors' affairs and issues, as a
result of the firm's prepetition representation of the Debtors.

As counsel, Shearman & Sterling is expected to:

   (a) provide legal advice with respect to the Debtors' duties
       in the continued operation of their business and
       management of properties;

   (b) prepare all necessary applications, motions, answers,
       orders, reports and other legal papers on behalf of the
       Debtors;

   (c) pursue the confirmation of the Debtors' Plan of
       Reorganization, or of an alternative Plan, if necessary;
       and the approval of corresponding solicitation
       procedures and disclosure statements;

   (d) attend meetings and negotiations with creditors, equity
       holders, prospective investors, acquirers, or other
       parties-in-interest

   (e) provide general bankruptcy and non-bankruptcy legal
       services, as may be requested by Debtors;

   (f) appear before the Bankruptcy Court, any appellate
       courts, and the U.S. Trustee to protect the Debtors'
       interest; and

   (g) perform all other legal services to the Debtors, as
       deemed proper and necessary.

Shearman & Sterling's professionals bill:

        Professional                Hourly Rate
        ------------                -----------
        Partner                     $695 - $940
        Counsel and Specialist      $500 - $750
        Associate                   $325 - $595
        Legal Assistant             $100 - $235

Shearman & Sterling will also be reimbursed for out-of-pocket,
necessary expenses.

Douglas P. Bartner, Esq., a member at Shearman & Sterling LLP, in
New York, disclosed that in the one-year period prior to the
Petition Date, his firm was paid $6,098,584 by the Debtors on
account of services related to the Debtors' reorganization
efforts, including their bankruptcy filing.  The firm also
received a $750,000 retainer for estimated fees and expenses from
September 27 through October 8.

Mr. Bartner assured the Court that his firm does not represent
any interest adverse to the Debtors' estate or their creditors in
connection with the Chapter 11 case, and is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code.

                      About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/  
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.  The Debtors' taps Greenbert Traurig, LLP, as special
corporate advisory and litigation counsel and Ernst & Young LLP
as their accountant, auditor and tax services provider.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 6, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


REMY WORLDWIDE: Bankruptcy Court Okays YCS&T as Delaware Counsel
----------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor, LLP as their
Delaware counsel.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Pauline K. Morgan, Esq., a partner at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, informed the Court that, to
avoid duplication of efforts, Young Conaway has discussed the
division of responsibilities with Shearman & Sterling, LLP, which
the Debtors intend to hire as Lead Counsel.

The Debtors maintained that Young Conaway possesses extensive
knowledge and expertise in the debtors' and creditors' rights and
business reorganizations that will enable the firm to work
efficiently and cost-effectively in behalf of the Debtors'
estates.

As co-counsel, Young Conaway is expected to:

   (a) provide legal advice to the Debtors in their continued
       operation of business and management of properties;

   (b) prepare all necessary legal papers on behalf of the  
       Debtors;

   (c) pursue the confirmation Debtors' Reorganization Plan of
       or of an alternative Plan, if necessary;

   (d) appearing in Court to protect the interests of the
       Debtors; and

   (e) perform all legal services deemed proper and necessary
       in the proceedings.

The principal attorneys and paralegal at Young Conaway who will
provide services to the Debtors bill:

          Professional                Hourly Rate
          ------------                -----------
          Pauline K. Morgan               $510
          Edmon L. Morton                 $395
          Kenneth J. Enos                 $275
          Patrick A. Jackson              $250
          Melissa Bertsch, paralegal      $125

Young Conaway will also be reimbursed for out-of-pocket,
necessary expenses.

Ms. Morgan disclosed that her firm received from the Debtors a
$75,000 retainer in March 2007 and an additional $30,131 retainer
in April 2007, in connection with the planning and preparation of
initial documents and the firm's postpetition representation of
the Debtors.

Ms. Morgan maintained that Young Conaway is a "disinterested
person", as defined in Section 104(14) of the Bankruptcy Code.  
The firm does not hold or represent any interests in the Debtors'
estates, Ms. Morgan said.

                       About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/  
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.  The Debtors' taps Greenbert Traurig, LLP, as special
corporate advisory and litigation counsel and Ernst & Young LLP
as their accountant, auditor and tax services provider.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 6, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


REMY WORLDWIDE: Court Okays Greenberg Traurig as Special Counsel
----------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Greenbert Traurig LLP as their special
corporate advisory and litigation counsel nunc pro tunc Oct. 8,
2007.

As reported in the Troubled Company Reporter on Nov. 2, 2007,
Kerry A. Shiba, senior vice president and chief financial officer
of Remy Worldwide Holdings, Inc., related that the Debtors
currently do not employ an experienced attorney who serves in the
role of "general counsel."  That void, he noted, is filled by
Greenberg Traurig, who, since 2006, has serviced the Debtors in
connection with corporate advisory and litigation matters.  As a
result, Greenberg Traurig, has become familiar with the Debtors'
business affairs.

The Debtors, thus, believe that Greenberg Traurig's continued
representation of them is essential to a successful Chapter 11
reorganization and will provide a substantial benefit to their
bankrupt estates.

Specifically, the Debtors have asked Greenberg Traurig to
continue to render services in connection with:

   -- advising and counseling them in connection with corporate
      advisory matters, including, but not limited to,
      corporate, securities, financing, transactional,
      intellectual property, environmental, and insurance
      matters unrelated to the administration of the Chapter 11
      cases;

   -- handling all aspects of non-bankruptcy litigation, as
      requested by the Debtors, including any pending
      prepetition litigation that would proceed in various
      forums postpetition; and

   -- any other corporate advisory or litigation services as
      requested by the Debtors.

To note, the Debtors have chosen Shearman & Sterling LLP and
Young Conaway Stargatt & Taylor LLP to provide them general
bankruptcy services.  Shearman & Sterling will chiefly be
responsible for providing general bankruptcy and reorganization
advice to the Debtors and Young Conaway will serve as the
Debtors' local Delaware counsel, while Greenberg will generally
focus on corporate advisory and litigation matters, Mr. Shiba
relates.  The Debtors assure the Court that they will undertake
efforts to minimize duplication of the professionals' work.  

The Debtors will pay for Greenberg Traurig's services on an
hourly basis in accordance with the firm's customary rates:

            Attorneys             $235 to $750
            Paraprofessionals     $65 to $230

The Debtors will also reimburse Greenberg Traurig for all the  
necessary cost and expenses the firm incurs in connection with
the contemplated services.  

Quinn P. Williams, Esq., a Greenberg Traurig professional,
assured the Court that his firm does not hold or represent any
interests adverse to the Debtors or their estates, in matters
upon which it is to be engaged.

Greenberg Traurig related that it will conduct an ongoing review
to ensure that it continues neither to hold nor represent any
interests adverse to the Debtors or their estates.  If the firm
becomes aware of material information or relationships that it
determines require further disclosure, it will promptly disclose
that information to the Court on notice to the parties-in-interest
and the U.S. Trustee.

                       About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/  
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.  The Debtors' taps Greenbert Traurig, LLP, as special
corporate advisory and litigation counsel and Ernst & Young LLP
as their accountant, auditor and tax services provider.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 6, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


RESI FINANCE: Moody's Upgrades Ratings on 27 Tranches
-----------------------------------------------------
Moody's takes actions on RESI Finance Limited partnership deals.

Moody's Investors Service has upgraded ratings of 27 tranches
issued by Real Estate Synthetic Securities Investment (RESI)
Finance Limited Partnership in 2003 and 2004.  The reference
portfolios for these synthetic securitizations relate primarily to
jumbo mortgages purchased by Bank of America from various
originators.  The actions are based on the analysis of the current
credit enhancement levels provided by subordinate classes,
including non-amortizing junior tranches, relative to expected
losses.

Complete rating actions are:

Issuer: RESI Finance Limited Partnership 2003-B

   * Cl. B6, upgraded from A3 to Aa3;
   * Cl. B7, upgraded from Baa2 to A2;
   * Cl. B8, upgraded from Baa3 to A3;
   * Cl. B9, upgraded from Ba2 to Baa2;
   * Cl. B10, upgraded from Ba3 to Baa3;

Issuer: RESI Finance Limited Partnership 2003-CB1

   * Cl. B1, upgraded from Aa2 to Aaa;
   * Cl. B2, upgraded from Aa3 to Aaa;
   * Cl. B3, upgraded from A2 to Aa2;
   * Cl. B4, upgraded from A3 to Aa3;
   * Cl. B5, upgraded from Baa2 to A2;
   * Cl. B6, upgraded from Baa3 to A3;

Issuer: RESI Finance Limited Partnership 2004-A

   * Cl. B1, upgraded from Aa2 to Aaa;
   * Cl. B2, upgraded from Aa3 to Aaa;
   * Cl. B3, upgraded from A2 to Aa2;
   * Cl. B4, upgraded from A3 to Aa3;
   * Cl. B5, upgraded from Baa2 to A2;
   * Cl. B6, upgraded from Baa3 to A3;
   * Cl. B7, upgraded from Ba2 to Baa2;
   * Cl. B8, upgraded from Ba3 to Baa3;
   * Cl. B9, upgraded from B2 to Ba2;
   * Cl. B10, upgraded from B3 to Ba3;

Issuer: RESI Finance Limited Partnership 2004-C

   * Cl. B1, upgraded from Aa2 to Aaa;
   * Cl. B2, upgraded from Aa3 to Aaa;
   * Cl. B3, upgraded from A2 to Aa2;
   * Cl. B4, upgraded from A3 to Aa3;
   * Cl. B5, upgraded from Baa2 to A2;
   * Cl. B6, upgraded from Baa3 to A3.


SANTA CRUZ: Files Chapter 7 Petition to Resolve Debt Problems
-------------------------------------------------------------
Santa Cruz Moving & Storage filed a Chapter 7 petition in order to
resolve debt problems, Jondi Gumz at Santa Cruz Sentinel reported
Wednesday.

The company's debt is primarily caused by lower revenues derived
from moving services, Sentinel relates, citing Henry B. Niles III,
Esq., the Debtor's counsel.

Santa Cruz has a pending case filed by Larry and Maggie Gurley
seeking rent payment from David and Kathleen Norvell, Sentinel
says.

The Gurleys formerly owned Santa Cruz and sold it sometime in
2004, according to Sentinel.  The Gurleys then operated Santa Cruz
Records Management at a building located at 2520 S. Rodeo Gulch
Road while half of the building was rented by the Norvells, who
also operates a moving company, Sentinel relates.

The Court has appointed John W. Richardson, Esq., as bankruptcy
trustee in the Debtor's cases, Sentinel adds.

Santa Cruz Moving & Storage is an affiliate of Atlas World Group
Inc. -- http://www.atlasworldgroup.com/-- an Evansville, Indiana-
based moving company.  Atlas World Group companies employ more
than 700 people throughout North America. Atlas Van Lines is the
largest subsidiary of Atlas World, which transports household
goods throughout the U.S. and between the U.S. and Canada.


SELECT MEDICAL: Terminates $46 Mil. Merger Deal with Cora Health
----------------------------------------------------------------
Select Medical Corporation and CORA Health Services Inc. have
mutually agreed to terminate the Agreement and Plan of Merger
entered into by the parties on Oct. 1, 2007, pursuant to which
Select was to acquire the business of CORA.

Select Medical signed a definitive agreement to acquire the
business of CORA Health for approximately $46 million in cash. The
purchase price is subject to adjustment based on CORA's net
working capital and indebtedness on the closing date.

Headquartered in Lima, Ohio, CORA Health Services Inc. --
http://www.corahealth.com/-- is an outpatient medical  
rehabilitation company providing a range of services for
clients with orthopedic, work-related and sports injuries and
various neuromuscular and neurological conditions.  CORA operates
95 clinics in Florida, Michigan and Pennsylvania.

Headquartered in Mechanicsburg, Pennsylvania, Select Medical
Corporation -- http://www.selectmedicalcorp.com/-- is an operator  
of specialty   hospitals in the United States.  Select operates 89
long-term acute care hospitals and four acute medical
rehabilitation hospitals in 26 states.  Select is also an operator
of outpatient rehabilitation clinics in the United States, with
approximately 1,106 locations in 37 states and the District of
Columbia.  Select also provides medical rehabilitation services on
a contract basis at nursing homes, hospitals, assisted living and
senior carecenters, schools and worksites.

                          *     *     *

Moody's Investor Services placed Select Medical Corp.'s  bank loan
debt rating at 'Ba2' and senior unsubordinated debt rating  at
'B3' in March 2007.  The ratings still hold to date with a  stable
outlook.


SEE WHY GERARD: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: See Why Gerard, L.L.C.
        5314 16th Avenue, Suite 158
        Brooklyn, NY 11204

Bankruptcy Case No.: 07-13113

Type of Business: The Debtor is a real estate holding and
                  development company.

Chapter 11 Petition Date: November 14, 2007

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  O'Connell & Aronowitz
                  54 State Street, 9th Floor
                  Albany, NY 12207
                  Tel: (518) 462-5601
                  Fax: (518) 462-2670

Total Assets: $4,817,000

Total Debts:  $5,296,273

Debtor's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
C.&Y. Atlantic, L.L.C.         $410,000
1571 57th Street
Brooklyn, NY 11219

Bounds & Gillespie             $74,752
Architects
7975 Stage Hill Boulevard,
Suite 4
Memphis, TN 38133

National Grid                  $61,109
300 Erie Boulevard West
Syracuse, NY 13202

Chaim Ausch Diamonds           $30,006


SINCLAIR BROADCAST: Purchases Alarm Funding for $5.5 Million
------------------------------------------------------------
Sinclair Broadcast Group Inc. have purchased approximately
95% of Alarm Funding Associates for approximately $5.5 million.
After the investment, the company will continue to be managed
by its current management team.
    
Headquartered in Exton, Pennsylvania, Alarm Funding Associates --
http://www.alarmfundingassociates.com/-- is a security funding  
and acquisition company helps full service alarm operating
companies continue their growth without having to choose between
selling out completely or borrowing capital at unattractive terms.  
Alarm operating companies continue to operate under their current
brand name; maintain relationships with their customers; provide
service as they've done in the past; and work their account base
for referrals.

Headquartered in Baltimore, Maryland, Sinclair Broadcast Group
Inc. (Nasdaq: SBGI)-- http://www.sbgi.net/-- is a diversified
television broadcasting company that owns and operates programs or
provides sales services to 58 television stations in
36 markets.  Sinclair's television group is affiliated with all
major networks and reaches approximately 22% of all U.S.
television households.

                          *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Moody's Investors Service upgraded Sinclair Broadcast Group's
4.875% convertible subordinated notes to B1 from B2 and its
subsidiary, Sinclair Television Group Inc.'s 8% Senior
Subordinated Notes to Ba3 from B1.


SPACEHAB INC: Sept. 30 Balance Sheet Upside-Down by $14.0 Million
-----------------------------------------------------------------
SPACEHAB Incorporated disclosed Tuesday financial results for the
first quarter ended Sept. 30, 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$71.9 million in total assets and $85.9 million in total
liabilities, resulting in a $14.0 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $25.9 million in total current
assets available to pay $31.8 million in total current
liabilities.

SPACEHAB posted a first quarter fiscal 2008 net loss of $856,000  
on revenue of $8.6 million compared with a first quarter fiscal
2006 net loss of $32,000 on revenue of $14.9 million.

The quarter's results reflect the conclusion of the company's
support to space shuttle mission STS-118 which returned to Earth
in August.  During the 14-day mission, SPACEHAB's Logistics Single
Module was used to ferry thousands of pounds of cargo to and from
the International Space Station and its External Stowage Platform
3 was permanently transferred to the ISS as the company's second
spare parts facility to be used by the astronaut crews on the
orbiting laboratory.

Also during the first quarter of the fiscal year, the company's
Astrotech subsidiary won the Ocean Surface Topography Mission and
the Interstellar Boundary Explorer Mission.  These were notable
wins in that they represented the first two missions competed
under a NASA indefinite delivery, indefinite quantity contract
awarded to Astrotech in June 2007 for payload processing support
at its Vandenberg Air Force Base facilities in California.

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?2558

                            Liquidity

On Sept. 30, 2007 SPACEHAB's cash and short-term investments were
approximately $17.2 million, of which $14.6 million is classified
as Restricted Cash consisting of advance payments received on a
government contract to modify certain spacecraft processing
facilities.  The company carries a current liability of
$13.3 million for obligations under this construction contract.
This contract contains penalties of up to $3.0 million if SPACEHAB
fails to complete the modifications prior to Sept. 30, 2009.

SPACEHAB's working capital deficit at the end of the quarter was
$5.8 million of which $10.3 million consisted of the company's 8%
Convertible Subordinated Notes due Oct. 15, 2007.  As of Sept. 30,
2007 SPACEHAB carried a contract backlog of $21.0 million which
represents the expected value of contractually-committed work,
portions of which are subject to the space shuttle's launch
schedule or future government funding decisions.

        May File Bankruptcy if Unable to Raise New Capital

With the conclusion of STS-118 in August 2007, the company expects
to have a material decrease in revenue from its Flight Services
business unit, which has accounted for more than 65% of
consolidated revenue during fiscal year 2007.  Although SPACEHAB
terminated its leases with Astrium GmbH for the Integrated Cargo
Carrier and Vertical Cargo Carrier assets utilized on space
shuttle missions and have made significant staff reductions and
other cost reduction actions, in order to continue to fund current
operations, the company will need additional capital.  If SPACEHAB
is unable to obtain new capital, the company may be forced to
subject itself to bankruptcy, reorganization, liquidation,
dissolution or similar proceeding.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct 1, 2007,
PMB Helin Donovan LLP in Houston, Tex., expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has sustained recurring losses and
negative cash flow from operations.

                       About SPACEHAB Inc.

Headquartered in Webster, Texas, SPACEHAB Inc. (NASDAQ: SPAB) --
http://www.spacehab.com/-- offers space access and payload  
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.


SUSSER HOLDINGS: Completes $6 Million Buyout of TCFS Holdings
-------------------------------------------------------------
Susser Holdings Corporation has completed the acquisition of TCFS
Holdings Inc., the parent company of Town & Country Food Stores
Inc., in an all-cash transaction valued at approximately
$359 million, plus payment of a $6 million tax benefit.
    
"With the acquisition of Town & Country complete, Susser Holdings
is now one of the largest convenience store operators in the
Southwest, with more than 500 stores centered in some of the most
rapidly growing markets in the country," Sam L. Susser, president
and chief executive officer of Susser Holdings, said.
    
"This combination gives us greater scale, expands our footprint
from South Texas and Oklahoma into West Texas and Eastern New
Mexico, giving us more geographic diversity, and it also provides
additional fill-in growth opportunities in these new markets," he
said.
    
"Town & Country is a highly profitable, well-run company, with
quality store assets and many excellent people whom we are very
pleased to welcome to the Susser organization," Mr. Susser added.  
"We anticipate that the process of integrating the two companies
will be very straightforward.  The Town & Country sites are
expected to be re-branded to Stripes beginning in the second half
of 2008.
    
"Alvin New, the former chief executive officer of Town & Country,
is staying on as executive vice president at Susser
Holdings and as president and chief executive officer of Susser's
retail operations,"  Mr. Susser said. "Devin Bates, the former
chief financial officer and chief information officer of Town &
Country, is staying on as senior vice president and chief
information officer at Susser Holdings."
    
In connection with the acquisition, Susser issued through a
private placement $150 million aggregate principal amount of 10-
5/8% Senior Notes due 2013, priced at 102.5% of principal amount
plus accrued interest from June 15, 2007.

Also in connection with the acquisition, Susser:
   
   -- Entered into a new senior secured term loan facility of
      $105 million, which will be secured primarily by Town &
      Country's real estate.  Initial pricing on the term loan
      is LIBOR plus 250 basis points.
    
   -- Entered into a new $90 million senior secured revolving
      credit facility, replacing the existing $50 million
      facility.
    
   -- Executed a sale/leaseback agreement with National Retail
      Properties, LP on 13 Town & Country locations for net
      proceeds of approximately $51 million.
    
All Town & Country indebtedness was extinguished at closing.
Susser now has total debt outstanding of $390 million,
approximately $11 million of which was funded under the new
revolving credit facility.  The company expects to have
approximately $50 million of remaining borrowing capacity
under the new revolving credit facility after giving effect to
$28.4 million in outstanding standby letters of credit following
the transaction.

                     About TCFS Holdings Inc.
    
TCFS Holdings Inc. is the parent company of San Angelo, Texas-
based Town & Country Food Stores -- www.tcfs.com/ -- that offers
convenient, 'round the clock shopping for customers.  The company
has approximately 1,950 employees and 160 convenience stores and 7
T & C Village Markets in Texas and New Mexico.

               About Susser Holdings Corporation
    
Based in Corpus Christi, Texas, Susser Holdings Corporation
(NASDAQ: SUSS) -- http://www.susser.com/-- operates more than 320  
convenience stores in Texas and Oklahoma under the
Stripes and Circle K brands, offering motor fuel, merchandise,
food service (under its own Laredo Taco Company brand) and other
services.  Its wholesale segment purchases branded and unbranded
motor fuels from refiners and distributes it to the company's
retail convenience stores, contracted independent operators of
convenience stores, unbranded convenience stores and commercial
users.

Susser Holdings Corporation indirect subsidiaries are Susser
Holdings LLC and Susser Finance Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Susser Holdings LLC.  At the same time, S&P
lowered the company's senior unsecured debt rating to 'B' from
'B+'.  All ratings have been removed from CreditWatch, where they
were placed with negative implications on Sept. 21, 2007.  The
outlook is negative.

Additionally, Moody's Investors Service confirmed the corporate
family rating of Susser Holdings LLC at B1, downgraded the $120
million 10.625% senior note (2013) issue to B3 (LGD-5, 78%) to be
consistent with Moody's loss given default methodology following
the change in the capital structure, and rated the proposed $150
million add-on to the 2013 notes at B3 (LGD-5, 78%).  The rating
outlook is stable and the speculative grade liquidity rating
remains SGL-2.


TOUSA INC: Posts $619.7 Mil. Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
TOUSA Inc. reported a net loss of $619.7 million for the three
months ended Sept. 30, 2007, compared to net loss of $80 million
reported in the three months ended Sept. 30, 2006.

The company's results for the third quarter of 2007 include:

   -- a $40.7 million increase in the pre-tax loss contingency
      relating to the Transeastern JV settlement based on the
      estimated fair value of the consideration provided and
      the business acquired;

   -- a $530.6 million of pre-tax charges resulting from
      goodwill impairments and the write-down of assets
      including, inventory impairments, impairments of
      investments in unconsolidated joint ventures, and write-
      off of deposits and abandonment costs. Of this amount,
      $63.3 million of inventory impairments are related to
      active communities, $441.2 million are related to land
      impairments, deposit write-offs and abandonment costs,
      $23.4 million are related to impairments of investments
      in unconsolidated joint ventures, and $2.7 million are
      related to goodwill impairment.

For the first nine months of 2007, the company reported a net loss
of $817.7 million from net income of $42.6 million for the nine
months ended Sept. 30, 2006.  Included in the company's net loss
for the nine months ended Sept. 30, 2007, is a $17.6 million net
loss from discontinued operations.

The company's results for the nine months ended Sept. 30, 2007,
include a:

   (1) a $151.6 million increase in the estimated loss
       contingency related to the settlement of the
       Transeastern JV litigation;

   (2) $657.3 million in inventory impairments, impairments of
       investments in unconsolidated joint ventures, and write-
       offs of land deposits and related abandonment costs; and

   (3) goodwill impairments totaling $40.9 million.

As of Sept. 30, 2007, the company had stockholders' equity of
$48.3 million.  

Based on the foregoing, a likely bankruptcy is brewing, the
company stated that there is substantial doubt about its ability
to continue as a going concern.  The company is considering all
available in and out of court restructuring and reorganization
alternatives, including a possible Chapter 11 filing.  

Such alternatives include, restructuring its capital structure
through the exchange of some or all of its outstanding
indebtedness for equity in the company.  The company said that its
ability to continue as a going concern will depend upon its
ability to restructure its capital structure including exchanging
a large portion of the company's outstanding indebtedness for
equity.

The company has asked its bondholders to organize as a group in
order to discuss such restructuring and reorganization
alternatives and the company has commenced discussions with its
representatives, though these discussions are at a very early
stage.

                 Evaluating Restructuring Options

The company has retained Kroll Zolfo Cooper LLC, a financial
advisory and interim management firm, to assist TOUSA's management
in developing a long-term business plan and assist TOUSA in
evaluating its restructuring options.

The company is enlisting additional expertise to join its
management team and other advisors in examining its assets and
capital structure for a longer-term solution to enhance TOUSA's
value for its stakeholders.

                       Restructuring Moves

The company is taking actions to maximize cash receipts and
minimize cash expenditures.  As part of these initiatives, TOUSA
continues to reduce its general and administrative costs and
operations to increase efficiencies by reducing costs and
streamlining its activities, including further reductions in
workforce at all levels and elimination of certain consulting
arrangements and indirect costs.

The company is redesigning and repositioning its product in many
of its markets to help increase sales velocity well as reduce
building material and other costs.  In addition, the company is
work with its suppliers and is seeking new suppliers, through
competitive bid processes, to reduce construction material and
labor costs.

TOUSA is analyzing each community based on profit and sales
absorption goals that include current market factors such as the
oversupply of homes available for sale in most of the company's
markets, reduced demand, decreased consumer confidence, tighter
mortgage loan underwriting criteria and higher foreclosures.

The company reviews the size, geographic allocations and
components of its inventory to better align these assets with
estimated future deliveries.  These actions include:

   1) limiting new arrangements to acquire land;
  
   2) engaging in bulk sales of land and unsold homes;

   3) reducing the number of homes under construction and
      limiting development activities;

   4) re-negotiating terms or abandoning the company's rights
      under option contracts;

   5) considering other asset dispositions including the
      possible sale of underperforming assets, communities,
      divisions, and joint venture interests; further reducing
      inventory target levels; and

   6) other initiatives designed to monetize the company's
      assets including its deferred tax assets, which as of
      Sept. 30, 2007 is classified as an income tax receivable.

In connection with its asset management efforts, the company has
reduced its consolidated controlled homesite position by
approximately 35% to 39,500 homesites at Sept. 30, 2007, from
60,600 at Dec. 31, 2006.

                         About TOUSA Inc.

TOUSA Inc. (NYSE: TOA) -- http://www.tousa.com/-- is a    
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets detached single-family residences,
town homes, and condominiums to a diverse group of homebuyers,
such as "first-time" homebuyers, "move-up" homebuyers, homebuyers
who are relocating to a new city or state, buyers of second or
vacation homes, active-adult homebuyers, and homebuyers with grown
children who want a smaller home.  It also provides financial
services to its homebuyers and to others through its subsidiaries,
Preferred Home Mortgage Company and Universal Land Title Inc.

                          *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on TOUSA Inc. to 'CCC+' from 'B' and removed it from
CreditWatch, where S&P had placed it with negative implications on
April 9, 2007, following the announcement of a pending settlement
with creditors of the company's EH/Transeastern LLC joint venture.  
In addition, S&P lowered the senior unsecured debt rating to 'CCC-
' from 'B-' and the subordinated debt rating to 'CCC-' from
'CCC+'.


TROPICANA ENTERTAINMENT: Unit Inks Pact to Sell Horizon Casino
--------------------------------------------------------------
Nevada Gold & Casinos Inc. disclosed Tuesday that the company has
reached an agreement to acquire Horizon Casino Hotel in Vicksburg,
Mississippi, for approximately $35 million.  The Horizon Casino
Hotel is owned by Columbia Properties Vicksburg LLC, an affiliate
of Tropicana Entertainment LLC.

The Horizon Casino Hotel is a 297 foot-long, 36,000 square foot
riverboat designed in the spirit of the traditional 1800s
riverboats, historically found on the Mississippi River and
includes a 117 room hotel.  The casino provides approximately 700
slot and video poker machines.  The casino also offers a variety
of table games such as black jack, roulette, craps, and three card
poker.

Robert Sturges, chief executive officer of Nevada Gold, stated,
"We are very excited about the acquisition of this property as it
represents a further step in our business strategy to own and
operate casinos.  This is a uniquely positioned casino in downtown
Vicksburg that we believe is well positioned in the market and can
benefit from our senior management team's leadership.  

Closing of the acquisition is subject to customary closing
conditions, including licensing and necessary lease transfers,
among other conditions.

A full text of the Sale Agreement is available for free at:

               http://researcharchives.com/t/s?255c

                   About Nevada Gold & Casinos

Houston based Nevada Gold & Casinos Inc. (AMEX:UWN) --
http://www.nevadagold.com/-- is a developer, owner and operator  
of gaming facilities and lodging entertainment facilities in
Colorado and California.  The company owns a 43% interest in the
Isle of Capri-Black Hawk LLC, which owns Isle of Capri-Black Hawk
and Colorado Central Station, both of which are in Black Hawk,
Colorado.  Colorado Grande Casino in Cripple Creek, Colorado is
wholly owned and operated by Nevada Gold.  

                  About Tropicana Entertainment

Headquartered in Crestview Hills, Kentucky, Tropicana
Entertainment LLC -- http://www.tropicanacasinos.com/-- an  
indirect subsidiary of Tropicana Casinos and Resorts, is one of
the largest privately-held gaming entertainment providers in the
United States.  Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.


TROPICANA ENTERTAINMENT: Posts $21 Million Net Loss in 3rd Quarter
------------------------------------------------------------------
Tropicana Entertainment LLC reported Tuesday preliminary financial
results for the quarter and nine months ended Sept. 30, 2007.  The
report includes results for Tropicana Entertainment as well as its
consolidated subsidiaries, the Restricted Group, and the Tropicana
Las Vegas Entities.  

The company recorded a preliminary consolidated net loss of
$21.0 million for the three months ended Sept. 30, 2007, versus
net income of $15.6 million for the three months ended Sept. 30,
2006.  However, performance during the two periods is not directly
comparable due to the effect of the Jan. 3, 2007, acquisition of
Aztar, which materially changed the composition of the company's
business.

The company's preliminary consolidated net operating revenues for
the three months ended Sept. 30, 2007, were $281.4 million, an
increase of 266.4%, or $204.6 million, as compared to
$76.8 million in consolidated net operating revenues it achieved
in the third quarter of 2006.  This increase principally reflects
the effect of the additional gaming properties contributed to the
company's portfolio as a result of the acquisition of Aztar on
Jan. 3, 2007.

                         Restricted Group

Preliminary net operating revenues for the Restricted Group were
$256.5 million for the third quarter of 2007 as compared to
$284.2 million for the third quarter of 2006 (determined on a pro
forma basis), a decline of $27.7 million, or 9.7%.

Preliminary adjusted EBITDA for the Restricted Group was
$72.7 million in the third quarter of 2007, a decrease of
$8.2 million, as compared to adjusted EBITDA for the Restricted
Group of $80.9 million achieved in the third quarter of 2006
(determined on a pro forma basis).

                   Tropicana Las Vegas Entities

Preliminary net operating revenue for the Tropicana Las Vegas
Entities was $37.4 million for the three months ended Sept. 30,
2007, as compared to $39.6 million for the three months ended
Sept. 30, 2006, a decrease of $2.2 million, or 5.6%.

Preliminary adjusted EBITDA for the Tropicana Las Vegas Entities
in the third quarter of 2007 was $8.9 million, an increase of
$700,000, or 8.5%, as compared to the $8.2 million in adjusted
EBITDA achieved in the third quarter of 2006.  This improvement
resulted principally from improved operating margins, particularly
as a result of the implementation of planned staffing adjustments,
offset by the decrease in operating revenue.

"During the third quarter, we were again faced with the effects of
increased competition in several of our key markets, and
particularly in Atlantic City where the relatively new impact of
Pennsylvania gaming is still being felt," said William J. Yung
III, Tropicana Entertainment's president and chief executive
fficer.  "Lower revenues and profits in these markets caused us to
be non-compliant with one of our Credit Facility financial
covenants.  As we get close to completing the transition of the
properties acquired earlier this year, however, we fully expect to
realize their long term growth and profit potential.  Our initial
focus on cost reduction and productivity improvement is changing
to an increased emphasis on building revenues through new
marketing campaigns that emphasize our strong brands, quality
service and improved facilities."

                 Nine Month Results of Operations

The company's preliminary consolidated net operating revenues for
the nine months ended Sept. 30, 2007, were $834.9 million, an
increase of $611.0 million as compared to its consolidated net
operating revenues of $223.9 million for the nine months ended
Sept. 30, 2006.  This increase principally reflects the effect of
the additional gaming properties contributed to the company's
portfolio as a result of the Aztar acquisition.

The company recorded preliminary consolidated net income of
$371.6 million for the nine months ended Sept. 30, 2007, as
compared to consolidated net income of $50.4 million for the nine
months ended Sept. 30, 2006.  This period over period increase
principally reflects the effect of two extraordinary items: In the
second quarter of 2007, the company elected Sub-Chapter S status
for Federal Income Tax purposes for the former Aztar companies.
This resulted in a one-time credit of $399.5 million to income tax
expense.  In addition, during the second quarter, the company
settled lawsuits arising out of the collapse of a garage at its
Atlantic City property.  The company has received cash settlement
proceeds, net of expenses, of $24.5 million for the nine month
period as a result.

The company's preliminary consolidated net loss excluding these
events was $30.3 million for the nine month period ending
Sept. 30, 2007.

                        Capital Structure

As part of its ongoing campaign to reduce leverage, during the
third quarter the company made a voluntary principal amortization
payment in the amount of $40.0 million under the Credit Facility.
This payment was made on Sept. 28, 2007.

Tropicana Entertainment's outstanding long term indebtedness at
Sept. 30, 2007, was $2.70 billion.

            Noncompliance with Leverage Ratio Covenant

As of Sept. 30, 2007, the company was not in compliance with the
Leverage Ratio covenant under the Credit Facility.  The Leverage
Ratio was 7.53 to 1 as of such date, exceeding the maximum of 7.50
to 1.  The company recently discovered an error in its method of
calculating the Leverage Ratio that resulted in the unanticipated
covenant non-compliance.  The company promptly notified the
administrative agent for the lenders of the non-compliance which
constitutes an Event of Default under the Credit Agreement.  The
company intends to seek a waiver from the lenders and may also
seek to amend certain terms contained in the Credit Facility.    
Failure of the company to obtain a waiver would force the company
to seek alternatives, including without limitation refinancing the
indebtedness under the Credit Facility, and such developments
could have a material adverse effect on the company's financial
condition and results of operations.

                       Capital Expenditures

Capital expenditures for the three and nine months ended Sept. 30,
2007 were $17.4 million and $58.5 million, respectively, for
Tropicana Entertainment, and $15.9 million and $46.5 million,
respectively, for the Restricted Group.

                  About Tropicana Entertainment

Headquartered in Crestview Hills, Kentucky, Tropicana
Entertainment LLC -- http://www.tropicanacasinos.com/-- an  
indirect subsidiary of Tropicana Casinos and Resorts, is one of
the largest privately-held gaming entertainment providers in the
United States.  Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.


TROPICANA ENTERTAINMENT: Moody's Puts Ratings Under Review
----------------------------------------------------------
Moody's Investors Service placed the ratings of Tropicana
Entertainment LLC's on review for possible downgrade.  The review
is prompted by the company's non-compliance with the leverage
covenant contained in its bank credit agreement, a thin liquidity
cushion, and continued weaker than expected earnings.

Moody's review will focus on Tropicana's negotiations with its
bank lenders to waive or amend its financial covenants, its
intermediate liquidity needs, as well as the pace of improvement
in operating results.  If Tropicana does not make progress toward
resolving its intermediate term ability to maintain compliance
with financial covenants, a downgrade could occur.

Moody's affirmed the company's SGL-3 rating reflecting Tropicana's
ability to meet its debt service and capital requirements without
reliance on its revolving credit facility.  However, the SGL
rating could be downgraded if the company is unable to amend its
bank covenant and gain access to its revolving credit facility.

These ratings/assessments were placed on review for downgrade:

Tropicana Entertainment LLC

   * CFR at B2

   * Probability of Default rating at B2

   * First lien senior secured revolving credit facility at
     Ba3 (LGD 2, 29%)

   * First lien senior secured term loan at Ba3 (LGD 2, 29%)

   * Senior Subordinate notes at Caa1 (LGD 5, 84%)

Tropicana Entertainment, headquartered in Kentucky, is a privately
owned gaming company that owns and operates eleven casino
properties, ten of which form the Restricted Group.  The
properties are located in Atlantic City, New Jersey, Baton Rouge,
Louisiana, and Vicksburg and Greenville, Mississippi, Laughlin and
Lake Tahoe, Nevada and Evansville, Indiana.


UNITED SUBCONTRACTORS: Moody's Places Ratings Under Review
----------------------------------------------------------
Moody's investors service has placed the ratings of United
Subcontractors, Inc. on review for possible downgrade, including
the company's B2 corporate family rating, B1 rated first lien
revolver and term loan, as well as its Caa1 rated second lien term
loan.  The review is prompted by scheduled tightening of the
company's covenants combined with lower than expected operating
performance.

Although USI has been reducing its cost structure aggressively,
the company's operating performance continues to suffer from the
effect of weak new home construction despite its efforts to
diversify beyond its core Florida market and attempts to add
additional services that expand its product offerings to its
clients.

The review will focus on the impact of depressed new home
construction on the company's anticipated operating performance,
its ability to control costs, and its ability to comply with
covenants.

Moody's has placed these ratings for United Subcontractors, Inc.
on review for possible downgrade (LGD assessments are also subject
to change):

   * Corporate family rating, rated B2;
   * Probability of default rating, rated B2;
   * $295 million first lien term loan, due 2012, rated B1;
   * $40 million revolving credit facility, due 2011, rated B1;
   * $65 million second lien term loan, due 2013, rated Caa1.

United Subcontractors Inc., headquartered in Minneapolis, MN, is a
subcontractor of insulation and framing services.  The company
primarily provides home insulation services for new construction
and additions as well as framing services to homebuilders.  USI's
revenue for 2006 was approximately $643 million.


VONAGE HOLDINGS: To Pay Verizon $117.5 Million Over Patent Dispute
------------------------------------------------------------------
Vonage Holdings Corp. lost an appeal with the U.S. Court of
Appeals for the Federal Circuit regarding its patent infringement
dispute with Verizon Communications Inc., George Stahl of The Wall
Street Journal reports.

According to WSJ, Vonage will be paying Verizon $117.5 million as
settlement.

On June 12, 2006, Verizon filed a lawsuit with the U.S. District
Court for the Eastern District of Virginia against Vonage alleging
that Vonage infringed seven patents in connection with providing
VoIP services and sought injunctive relief, compensatory and
treble damages and attorney's fees.

After trial on the merits, a jury returned a verdict finding that
Vonage infringed three of the patents-in-suit.  The jury rejected
Verizon's claim for willful infringement, treble damages, and
attorney's fees, and awarded compensatory damages in the amount of
$58,000 through February 2007.  

The trial court subsequently indicated that it would award Verizon
$1,578 in prejudgment interest on the $58,000 jury award.  The
trial court issued a permanent injunction with respect to the
three patents the jury found to be infringed effective April 12,
2007.

The trial court further granted a partial stay which permitted
Vonage to continue to service existing customers pending appeal,
subject to deposit into escrow of a 5.5% royalty on a quarterly
basis.

In addition, in April 2007, Vonage posted a cash-collateralized
$66,000 bond, which reflected the $58,000 jury award plus pre-and-
post judgment interest and costs of $8,000, to stay execution of
the monetary judgment pending appeal.

In July 2007, Vonage made an additional payment into escrow of
$11,885 for the royalty for the second quarter of 2007.  The bond
and escrow payments are reflected as short-term restricted cash on
Vonage's consolidated balance sheet at Sept. 30, 2007.

On April 6, 2007, Vonage filed an amended notice of appeal as well
as a motion for a full stay pending its appeal with the United
States Court of Appeals for the Federal Circuit.

On Sept. 26, 2007, the CAFC issued an opinion, affirming in part
and reversing in part, the jury verdict.  In particular, the CAFC
reversed the jury verdict concerning infringement on the 880
patent.  The CAFC vacated the $58,000 damage award, as well as the
5.5% royalty and remanded the case to the U.S. District Court for
further proceedings.

On Oct. 10, 2007, Vonage filed a motion for a review of the
September 26th decision by the original three-judge panel or the
full panel of the U.S. Court of Appeals for the Federal Circuit
sitting en banc.

On Oct. 25, 2007, Vonage executed a settlement agreement with
Verizon.  The terms of the agreement require Vonage to make a
minimum payment of $80,000.  

Vonage recently disclosed in a regulatory filing with the
Securities and Exchange Commission that through Sept. 30, 2007, it
recorded $83,950 as a royalty expense included in cost of revenue
and $3,424 as interest expense related to the Verizon patents of
which $51,345 and $1,170, respectively, were recorded in the year
ended Dec. 31, 2006.  Vonage recorded the remaining $32,626 as
selling, general and administrative expense in its consolidated
statement of operations for the period ended Sept. 30, 2007.

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 1.4 million subscriber lines as of
February 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May
2005.


VONAGE HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $62.9 Mil.
-----------------------------------------------------------------
Vonage Holdings Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $665.8 million in total assets and $728.7 million in
total liabilities, resulting in a $62.9 million total
shareholders' equity.

The company reported a net loss of $161.8 million for the third
quarter of 2007, compared with a net loss of $62.2 million in the
corresponding period of 2006.  Excluding the royalty, interest on
royalty, IP litigation settlements, and severance expenses, net
loss narrowed to $16.2 million in the third quarter of 2007.

Revenue for the third quarter 2007 grew to $211 million, a 30%
increase from $162 million in the third quarter 2006, driven by
customer line growth and an increase in average revenue per line.

Adjusted loss from operations excluding royalty, IP litigation
settlements and severance expense, narrowed to $1.1 million, a 98%
improvement from $52.5 million in the third quarter 2006 and an
improvement from $3.1 million sequentially.  The company expects
to generate positive adjusted operating income for 2008.

Jeffrey Citron, Vonage chairman, said, "We are executing against
our strategy to fix the fundamentals of our business.  We are
acquiring customers more effectively and running the business at
an improved cost structure.  While this has resulted in positive
changes in our business, we have much more to do.  Our primary
focus today is to improve the customer experience to reduce churn.
While this will take time, we believe the company has the
appropriate plan in place to improve customer satisfaction and
build loyalty."

Vonage added 78,000 net subscriber lines during the quarter, up
37% from 57,000 in the second quarter 2007, and finished with more
than 2.5 million lines in service.

Current cash, marketable securities and current restricted cash at
quarter end was $356 million, up $12 million from last quarter.
This includes $78 million of current restricted cash used as
collateral for the Verizon bond and first escrow payment.  The
change in cash from the prior quarter was driven by cash provided
by operations of $22 million and capital expenditures of
$10 million.

The company's cash requirements in the fourth quarter increased
due to the release of $78 million of restricted cash to Verizon,
an additional $2 million to Verizon, $40 million placed into
escrow and reported as current restricted cash until the Verizon
appeal is decided, $80 million to Sprint and $2 million in other
IP litigation settlements.

Based on these actions, cash has been reduced from $356 million to
$194 million, which is comprised of $154 million in free cash and
$40 million in restricted cash.

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?2564

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.m
(NYSE: VG) -- http://www.vonage.com/-- is a provider of   
broadband telephone services with 2.5 million subscriber lines.
Vonage's service is sold on the web and through national retailers
including Best Buy, Circuit City, Wal-Mart Stores Inc. and Target
and is available to customers in the U.S., Canada and the United
Kingdom.


WERNER LADDER: Emerges from Chap. 11 Protection Effective Oct. 31
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
issued an order declaring the effectiveness of the Second Amended
Plan of Liquidation filed by the Official Committee of Unsecured
Creditors in Werner Holding Co. (DE), Inc., aka Werner Ladder Co.,
and its debtor-affiliates' Chapter 11 cases.

Charles A. Stanziale, Jr., as Liquidating Trustee in the Chapter
11 cases of Old Ladder Co. (DE), Inc., formerly known as Werner
Holding Co. (DE), Inc., states that the Plan Effective Date,
which occurred on October 31, 2007, herald's the company's formal
emergence from Chapter 11 protection.

The Liquidating Plan, which was filed on June 19, 2007, and was
amended twice on September 10 and 13, was confirmed by Judge
Carey on October 25, finding that it satisfies the 16 steps
required for confirmation pursuant to Section 1129(a) of the
Bankruptcy Code.

Under the Plan, Milk Street Investors LLC, or its designee, will
provide an initial funding of $311,000 to pay the Allowed Wind-
Down Administrative Claims not satisfied from the $750,000 Wind
Down Amount, pursuant to a September 10, 2007 stipulation among
the Debtors, the Committee, Milk Street and Levine Leichtman
Capital Partners III, L.P.  The Plan also provides for the
assignment of the LLCP Second Lien Claim to the LLCP Entities by
The Union Central Life Insurance Company and Grand Central Asset
Trust, PNT Series, in the total approximate amount of $6,500,000.

Representing the Liquidating Trustee, Dennis A. Meloro, Esq., at
Greenberg Traurig, LLP, states that creditors holding Claims
against the Debtors' estates or the Liquidation Trust will be
entitled to receive distributions in accordance with the terms of
the Plan to the extent that the claims are allowed.

According to Mr. Meloro, any request for allowance of any other
Administrative Claims, including Professional Fee Claims, and
Administrative Claims accruing between June 9, 2007, and the
Effective Date, will be filed no later than November 30, 2007, or
be forever barred as a claim against any of the Debtors, the
Liquidation Trust, or their properties, successors or assigns.

Any entity asserting a claim against the Debtors' estates or the
Liquidation Trust arising from the rejection of the entity's
executory contract or unexpired lease with the Debtors must file
a proof of claim with the Liquidating Trustee, at these
designated addresses:

   * Charles A. Stanziale, Jr.
     McElroy Deutsche Mulvaney & Carpenter LLP
     Three Gateway Center
     100 Mulberry Street
     Newark, New Jersey 07102-4079

   * Diane E. Vuocolo, Esq.
     Two Commerce Square
     2001 Market Street, Suite 2700
     Philadelphia, Pennsylvania 19103

   * Dennis A. Meloro, Esq.
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, Delaware 19801

Moreover, as of the Effective Date, Young Conaway Stargatt &
Taylor LLP's employment as counsel to the Debtors is terminated,
and all of the Creditor Committee's duties arising from or
related to the Chapter 11 cases, except with respect to any
applications for professional fee claims, are discharged.

Mr. Meloro says that, following the Effective Date, all of the
Debtors' estates and debts will be substantively consolidated for
the purposes of treating claims, including distribution purposes.

The aluminum products' manufacturer filed for bankruptcy on
June 12, 2006, listing total prepetition assets of $201,042,000,
and total liabilities of $473,447,000.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--            
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  The Debtors'
exclusive period to file a chapter 11 plan expired on
June 30, 2007.

Earlier, on June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On Sept.
10, 2007, the Committee filed an Amended Plan and Disclosure
Statement.  On Sept. 13, 2007, the Committee filed its 2nd Amended
Plan and on September 14, the Court approved the adequacy of the
Amended Disclosure Statement explaining the 2nd Amended Plan.  The
Court confirmed the 2nd Amended Plan on October 25.  (Werner
Ladder Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


* S&P Lowers Ratings on 112 Tranches from 21 U.S. Hybrid CDO
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 112
tranches from 21 U.S. cash flow and hybrid collateralized debt
obligation transactions and concurrently affirmed its ratings on
another 44 tranches from these transactions.  The downgraded
tranches have a total issuance amount of $4.689 billion, and all
are from CDOs of asset-backed securities collateralized by
structured finance securities, including residential mortgage-
backed securities.
     
All but five of the lowered ratings were on CreditWatch with
negative implications before the downgrades.  Thirty-two tranche
ratings either remain on Watch negative or were placed on Watch
today, indicating a high likelihood of future downgrades on these
tranches.
     
To date, including the CDO tranches listed below, S&P have lowered
its ratings on 235 tranches from 45 U.S. cash flow and hybrid CDO
of ABS transactions as a result of exposure to U.S. RMBS
securities that have seen negative credit migration, and another
583 tranche ratings from 165 U.S. cash flow and hybrid CDO
transactions are currently on CreditWatch negative.  Additionally,
S&P have lowered 46 ratings on nine U.S. trust preferred REIT CDO
transactions because of stress in the residential mortgage
markets, and another two ratings from these transactions are on
CreditWatch negative.  In all, the 281 downgraded cash flow and
hybrid CDO tranches represent an issuance amount of
$12.095 billion; the 585 cash flow and hybrid CDO tranches with
ratings on CreditWatch negative represent an issuance amount of
$21.236 billion.
     
In addition to these actions on U.S. cash flow and hybrid CDO
transactions, S&P have also lowered 210 ratings on U.S. non-
excess-spread synthetic CDO transactions as a result of negative
credit migration in U.S. RMBS securities referenced by the
transactions, and another two ratings on non-excess-spread
synthetic CDO transactions are currently on CreditWatch negative.  
In all, the affected synthetic CDO tranches represent an issuance
amount of $5.150 billion.
     
Standard & Poor's will continue to monitor its rated CDO
transactions and take rating actions when appropriate.  
Additionally, Standard & Poor's will continue to review its
current criteria assumptions in light of the recent performance of
RMBS assets and CDOs.


     Ratings Lowered and Removed from Creditwatch Negative

                                                Rating
                                                ------
     Transaction               Class      To         From
     -----------               -----      --         ----
  ACA ABS 2007-2 Ltd.          A1J        A-     AAA/Watch Neg
  Arca Funding 2006-II Ltd.    II         A      AA+/Watch Neg
  Arca Funding 2006-II Ltd.    III        BBB-   A+/Watch Neg
  Arca Funding 2006-II Ltd.    IV-A       BB-    BBB/Watch Neg
  Arca Funding 2006-II Ltd.    IV-B       BB-    BBB/Watch Neg
  Arca Funding 2006-II Ltd.    V          B-     BB/Watch Neg
  Arca Funding 2006-II Ltd.    VI         CCC+   BB-/Watch Neg
  Arca Funding 2006-II Ltd.    VII        CCC+   BB-/Watch Neg
  Brookville CDO I Ltd.        A-3        AA-    AAA/Watch Neg
  Brookville CDO I Ltd.        B          BBB    AA/Watch Neg
  Brookville CDO I Ltd.        C          BB     A/Watch Neg
  Brookville CDO I Ltd.        D          B      BBB/Watch Neg
  Brookville CDO I Ltd.        E          B-     BBB-/Watch Neg
  Caldecott CDO 1 Ltd.         A-3        AA-    AAA/Watch Neg
  Caldecott CDO 1 Ltd.         B          A-     AA/Watch Neg
  Caldecott CDO 1 Ltd.         C          BB+    A/Watch Neg
  Caldecott CDO 1 Ltd.         D          B-     BBB/Watch Neg
  Caldecott CDO 1 Ltd.         E          CCC+   BBB-/Watch Neg
  Caldecott CDO 1 Ltd.         F          CCC    BB+/Watch Neg
  Charles Fort CDO I Ltd.      C          BBB+   A/Watch Neg
  Charles Fort CDO I Ltd.      D-1        BBB-   BBB+/Watch Neg
  Charles Fort CDO I Ltd.      D-2        B+     BBB/Watch Neg
  Charles Fort CDO I Ltd.      E          CCC    BB+/Watch Neg
  Commodore CDO V Ltd.         B          AA-    AA/Watch Neg
  Commodore CDO V Ltd.         C          A-     A/Watch Neg
  Commodore CDO V Ltd.         D          BB     BBB/Watch Neg
  Commodore CDO V Ltd.         E          B-     BB+/Watch Neg
  Dutch Hill Funding II Ltd.   C          BB     A/Watch Neg
  Dutch Hill Funding II Ltd.   C loan     BB     A/Watch Neg     
  Dutch Hill Funding II Ltd.   D-1        B      BBB+/Watch Neg    
  Dutch Hill Funding II Ltd.   D-2        B-     BBB/Watch Neg   
  Dutch Hill Funding II Ltd.   D-3        CCC    BB+/Watch Neg    
  Gemstone CDO VI Ltd.         A-2        AA+    AAA/Watch Neg    
  Gemstone CDO VI Ltd.         B          A+     AA/Watch Neg    
  Gemstone CDO VI Ltd.         C          BBB    A/Watch Neg    
  Gemstone CDO VI Ltd.         D          BB-    BBB/Watch Neg    
  Gemstone CDO VI Ltd.         E          B-     BB/Watch Neg    
  Independence V CDO Ltd.      A-2A       AA+    AAA/Watch Neg    
  Independence V CDO Ltd.      A-2B       AA+    AAA/Watch Neg    
  Independence V CDO Ltd.      B          A-     AA/Watch Neg    
  Independence V CDO Ltd.      C          BB-    BBB/Watch Neg    
  Independence V CDO Ltd.      Ser 1 Pref CCC+   BB-/Watch Neg    
  Independence V CDO Ltd.      Ser 2 Pref CCC+   BB-/Watch Neg    
  Longridge ABS CDO I Ltd.     A-2        AA-    AAA/Watch Neg    
  Longridge ABS CDO I Ltd.     B          BBB+   AA/Watch Neg
  Longridge ABS CDO I Ltd.     C          BB+    A/Watch Neg
  Longridge ABS CDO I Ltd.     D          B+     BBB/Watch Neg
  Longridge ABS CDO I Ltd.     E          B      BBB-/Watch Neg    
  Longridge ABS CDO I Ltd.     F          CCC+   BB+/Watch Neg    
  Mystic Point CDO Ltd.        B          A+     AA/Watch Neg    
  Mystic Point CDO Ltd.        C          BBB+   A/Watch Neg    
  Mystic Point CDO Ltd.        D          BB+    BBB/Watch Neg    
  Mystic Point CDO Ltd.        E          BB     BBB-/Watch Neg    
  Neptune CDO IV Ltd.          B          A+     AA/Watch Neg    
  Neptune CDO IV Ltd.          C          A-     AA-/Watch Neg    
  Neptune CDO IV Ltd.          D          BB+    A/Watch Neg    
  Neptune CDO IV Ltd.          E          B-     BBB/Watch Neg    
  NovaStar ABS CDO I Ltd.      A-2        AA+    AAA/Watch Neg
  NovaStar ABS CDO I Ltd.      B          A+     AA/Watch Neg
  NovaStar ABS CDO I Ltd.      C          BBB    A/Watch Neg
  NovaStar ABS CDO I Ltd.      D          BB     BBB/Watch Neg
  Octonion I CDO Ltd.          A3         AA-    AA/Watch Neg    
  Octonion I CDO Ltd.          B          BBB+   A/Watch Neg    
  Octonion I CDO Ltd.          C          BB-    BBB/Watch Neg    
  Octonion I CDO Ltd.          D          B      BBB-/Watch Neg    
  Octonion I CDO Ltd.          E          CCC    BB+/Watch Neg    
  STACK 2007-1 Ltd.            A-4        AA-    AA/Watch Neg
  STACK 2007-1 Ltd.            A-3        AA+    AAA/Watch Neg
  STACK 2007-1 Ltd.            B          A      A+/Watch Neg
  STACK 2007-1 Ltd.            C          BBB+   A/Watch Neg
  STACK 2007-1 Ltd.            D          BB+    A-/Watch Neg
  STACK 2007-1 Ltd.            E          BB-    BBB/Watch Neg
  TABS 2006-6 Ltd.             A-1J       AA     AAA/Watch Neg    
  TABS 2006-6 Ltd.             A-2        BBB+   AA/Watch Neg    
  TABS 2006-6 Ltd.             A-3        BB+    A/Watch Neg    
  TABS 2006-6 Ltd.             B-1        BB-    BBB+/Watch Neg    
  TABS 2006-6 Ltd.             B-2        B      BBB-/Watch Neg    
  TABS 2006-6 Ltd.             B-3        B-     BB/Watch Neg    
  TABS 2006-6 Ltd.             C          CCC    B+/Watch Neg    
  TABS 2006-6 Ltd.             I Sub      B+     BBB-/Watch Neg    


                        Ratings Lowered

                                                  Rating
                                                  ------
    Transaction                      Class       To     From
    -----------                      -----       --     ----
    Dutch Hill Funding II Ltd.       B           A      AA
    Neptune CDO IV Ltd.              A-2         AA+    AAA    

       Ratings Lowered and Placed on Creditwatch Negative

                                              Rating
                                              ------
   Transaction             Class       To               From
   -----------             -----       --               ----
   ACA ABS 2003-2 Ltd.     A-2         A+/Watch Neg     AA
   Neptune CDO V Ltd.      A-1LA-1     AA-/Watch Neg    AAA
   Neptune CDO V Ltd.      A-1LA-2     A/Watch Neg      AAA


     Ratings Lowered and Remaining on Creditwatch Negative

                                               Rating
                                               ------
     Transaction                  Class  To            From
     -----------                  -----  --            ----
ACA ABS 2003-1 Ltd.          B     AA-/Watch Neg AA+/Watch Neg
ACA ABS 2003-1 Ltd.          C     BBB-/Watch NegBBB+/Watch Neg
ACA ABS 2003-1 Ltd.          D     B-/Watch Neg  BB-/Watch Neg
ACA ABS 2003-2 Ltd.          A-3   BB/Watch Neg  A/Watch Neg
ACA ABS 2003-2 Ltd.          B-F   B/Watch Neg   BBB/Watch Neg
ACA ABS 2003-2 Ltd.          B-V   B/Watch Neg   BBB/Watch Neg
ACA ABS 2003-2 Ltd.          C     CCC/Watch Neg BB/Watch Neg
ACA ABS 2007-2 Ltd.          A2    BBB/Watch Neg AA/Watch Neg
ACA ABS 2007-2 Ltd.          A3    BB/Watch Neg  A/Watch Neg
ACA ABS 2007-2 Ltd.          B1    B-/Watch Neg  BBB/Watch Neg
ACA ABS 2007-2 Ltd.          B2    CCC+/Watch NegBBB-/Watch Neg
MKP CBO VI Ltd.              B     BBB+/Watch NegAA/Watch Neg    
MKP CBO VI Ltd.              C     BB/Watch Neg  A/Watch Neg    
MKP CBO VI Ltd.              D     B/Watch Neg   BBB/Watch Neg    
Neptune CDO V Ltd.           A-1LB A-/Watch Neg  AAA/Watch Neg
Neptune CDO V Ltd.           A-2L  BB/Watch Neg  AA/Watch Neg    
Neptune CDO V Ltd.           A-3L  BB-/Watch Neg AA-/Watch Neg    
Neptune CDO V Ltd.           A-4L  B/Watch Neg   A/Watch Neg    
Neptune CDO V Ltd.           A-5L  B-/Watch Neg  A-/Watch Neg    
Neptune CDO V Ltd.           B-1L  CCC/Watch Neg BBB/Watch Neg    
Vertical ABS CDO 2007-1 Ltd. A1J   AA-/Watch Neg AAA/Watch Neg    
Vertical ABS CDO 2007-1 Ltd. A2    BBB/Watch Neg AA/Watch Neg    
Vertical ABS CDO 2007-1 Ltd. A3    BB-/Watch Neg A/Watch Neg    
Vertical ABS CDO 2007-1 Ltd. B1    B-/Watch Neg  BBB/Watch Neg    
Vertical ABS CDO 2007-1 Ltd. B2    CCC+/Watch NegBBB-/Watch Neg    
Vertical ABS CDO 2007-1 Ltd. C     CCC/Watch Neg BB/Watch Neg    
Vertical ABS CDO 2007-1 Ltd. I     CCC/Watch Neg BBB-/Watch Neg    
    
            Ratings Placed on Creditwatch Negative

                                              Rating
                                              ------
    Transaction              Class     To               From
    -----------              -----     --               ----
    ACA ABS 2003-1 Ltd.      A-M       AAA/Watch Neg    AAA
    MKP CBO VI Ltd.          A-2       AAA/Watch Neg    AAA

     Rating Affirmed and Removed from Creditwatch Negative

                                            Rating
                                            ------
        Transaction             Class     To      From
        -----------             -----     --      ----
        ACA ABS 2007-2 Ltd.     A1M       AAA     AAA/Watch Neg


                       Ratings Affirmed

       Transaction                      Class     Rating
       -----------                      -----     ------
       ACA ABS 2003-1 Ltd.              A-T       AAA
       ACA ABS 2003-1 Ltd.              A-R       AAA
       ACA ABS 2003-2 Ltd.              A-1SD     AAA
       ACA ABS 2003-2 Ltd.              A-1SW     AAA
       ACA ABS 2003-2 Ltd.              A-1SU     AAA
       ACA ABS 2003-2 Ltd.              A-1J      AAA
       ACA ABS 2007-2 Ltd.              A1S       AAA
       ACA ABS 2007-2 Ltd.              X         AAA
       Arca Funding 2006-II Ltd.        Super Sr  AAA    
       Brookville CDO I Ltd.            A-1       AAA
       Brookville CDO I Ltd.            A-2       AAA
       Caldecott CDO 1 Ltd.             A-1       AAA
       Caldecott CDO 1 Ltd.             A-2       AAA
       Charles Fort CDO I Ltd.          A-1       AAA
       Charles Fort CDO I Ltd.          A-2       AAA
       Charles Fort CDO I Ltd.          B         AAA
       Commodore CDO V Ltd.             A1A       AAA
       Commodore CDO V Ltd.             A1B       AAA
       Commodore CDO V Ltd.             A2        AAA
       Commodore CDO V Ltd.             A3        AAA
       Dutch Hill Funding II Ltd.       A-1       AAA
       Dutch Hill Funding II Ltd.       A-2       AAA
       Gemstone CDO VI Ltd.             A-1       AAA
       Independence V CDO Ltd.          A-1       AAA
       Longridge ABS CDO I Ltd.         Unfnd     AAA
       Longridge ABS CDO I Ltd.         A-1       AAA
       MKP CBO VI Ltd.                  A-1       AAA
       Mystic Point CDO Ltd.            A-1       AAA
       Mystic Point CDO Ltd.            A-2       AAA
       Mystic Point CDO Ltd.            A-X       AAA
       Neptune CDO IV Ltd.              A-1       AAAsrb
       Neptune CDO IV Ltd.              X         AAA
       Neptune CDO V Ltd.               X         AAA
       NovaStar ABS CDO I Ltd.          A-1       AAA
       Octonion I CDO Ltd.              A1        AAA
       Octonion I CDO Ltd.              S         AAA
       Octonion I CDO Ltd.              A2        AAA
       STACK 2007-1 Ltd.                A-1A      AAA
       STACK 2007-1 Ltd.                A-1B      AAA
       STACK 2007-1 Ltd.                A-2       AAA
       TABS 2006-6 Ltd.                 A-1S      AAA  
       Vertical ABS CDO 2007-1 Ltd.     A-1S      AAA  
       Vertical ABS CDO 2007-1 Ltd.     X         AAA


* S&P Takes Rating Actions on Various CDO Tranches
--------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 58 U.S.
synthetic CDO tranches and raised one rating.  At the same time,
S&P placed 64 U.S. synthetic CDO tranche ratings on CreditWatch
with negative implications and placed 22 ratings on CreditWatch
with positive implications.  In addition, S&P affirmed 10 tranche
ratings and removed them from CreditWatch negative and withdrew
four tranche ratings after receiving notices that the tranches had
been optionally redeemed.
     
The downgrades and negative CreditWatch placements reflect
negative rating migration in the respective portfolios and
synthetic rated overcollateralization ratios that had fallen below
100% as of the October 2007 month-end run.  The ratings placed on
CreditWatch positive had SROC ratios that were above 100% at the
next higher rating level during the month-end run.  The one
upgrade was due to an amendment to the underlying reference
portfolio.


                         Ratings List

                      Abacus 2005-3 Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           D Series 2            A-              A
           D Series 3            A-              A
           E                     BBB-            BBB

                      Abacus 2006-8 Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A-2                   AA              AA+

                      Abacus 2006-12 Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           B                     AA              AA+
           C                     BBB             BBB+

                      ABACUS 2006-13 Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           O                     NR              B+
           P                     NR              B    
           Q                     NR              B-

                      ABSpoke 2005-I Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 ---             ----
           ABSpoke               A-              AA-

                      ABSpoke 2005-IB Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           ABSpoke               A+              AA-

                      ABSpoke 2005-IC Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Fxd Rate              BBB             BBB+

                      ABSpoke 2005-VA Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           ABSpoke               AA              AA+

                        Archstone I PLC

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           2005-B1               AA+/Watch Pos   AA+
           2005-B2               AA+/Watch Pos   AA+
           2005-C1               A+/Watch Pos    A+
           2005-C2               A+/Watch Pos    A+

                    ARES High Yield CSO Ltd.

                                       Rating
                                       ------
           Class                To               From
           -----                --               ----
           C                    AA/Watch Pos     AA               
           D                    AA/Watch Pos     AA
           E-1                  A+/Watch Pos     A+
           E-2                  A+/Watch Pos     A+
           G                    BBB/Watch Pos    BBB       
           2C                   AA/Watch Pos     AA               
           2D-1                 AA/Watch Pos     AA
           2D-2                 AA/Watch Pos     AA
           2E-1                 A+/Watch Pos     A+
           2E-2                 A+/Watch Pos     A+
           2G                   BBB/Watch Pos    BBB

                         ARLO VI Ltd.
                   Series 2006 Army Pier I

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 BBB+            A
   
                         ARLO VI Ltd.
                 Series 2006 Charleston Springs

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Notes                 BBB-            BBB+

                         ARLO VI Ltd.
                   Series 2006 Hominy Hill

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              -----
           Notes                 AA              AAA   

                          ARLO VI Ltd.
                    Series 2006 Howell Park

                                        Rating
                                        ------
           Class                 To               From
           -----                 --               ----
           Notes                 AA               AAA   

                         ARLO VI Ltd.
                  Series 2006 Marine Park I

                                         Rating
                                         ------
           Class                 To               From
           -----                 --               ----
           Notes                 A-               AA-

                         ARLO VI Ltd.
                  Series 2006 Old Orchard

                                         Rating
                                         ------
           Class                 To               From
           -----                 --               ----
           Notes                 A-               AA+

                         ARLO VI Ltd.
                   Series 2006 Pine Brook

                                        Rating
                                        ------
           Class                 To               From
           -----                 --               ----
           Notes                 A-               AA+

                          ARLO VI Ltd.
                    Series 2006 Shark River

                                       Rating
                                       ------
            Class                 To           From
            -----                 --           ----
            Notes                 BBB-         BBB+

                          ARLO VI Ltd.
                   Series 2006 South Pier I

                                       Rating
                                       ------
            Class                 To            From
            -----                 --            ----
            Notes                 BBB           A-

                          ARLO VI Ltd.
                      Series 2006-4 (SABS)

                                       Rating
                                       ------
            Class                To             From
            -----                --             ----
            Notes                BBB+           A-

                          ARLO VI Ltd.
                      Series 2006-5 (SABS)

                                       Rating
                                       ------
            Class                To             From
            -----                --             ----
            Notes                BBB+           A

                         ARLO VI Ltd.
                     Series 2006-6 (SABS)

                                       Rating
                                       ------
            Class                To             From
            -----                --             ----
            Notes                BBB-           BBB

                         ARLO VII Ltd.
                     Series 2006-13 (SABS)

                                       Rating
                                       ------
            Class                 To            From
            -----                 --            ----
            Notes                 A+            AA+

                         ARLO VII Ltd.
                    Series 2006-14 (SABS)

                                       Rating
                                       ------
            Class                 To            From
            -----                 --            ----
            Notes                 A+            AA

                        ARLO VII Ltd.
                    Series 2007-1 (SABS)

                                       Rating
                                       ------
            Class                 To            From
            -----                 --            -----
            Notes                 A+            AA

                     Calibre 2004-XI Ltd.

                                       Rating
                                       ------
            Class                 To            From
            -----                 --            ----
            Single Tranche        AAA           AAA/Watch Neg

                Calyon Finance (Guernsey) Ltd.
     SEK 117,000,000 Hybrid Equity and Credit Linked Notes

                                       Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA-/Watch Neg   AA-

                      Cherry Hill CDO SPC
                         Series 2007-1

                                       Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                     Cherry Hill CDO SPC
                        Series 2007-2

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                         Claris III Ltd.
                         Series 11/2007

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            11/2007               AAA/Watch Neg   AAA

                          Cloverie PLC
                         Series 2006-10

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA-/Watch Neg   AA-

                          Coliseum SPC
                        BALLISTA 2007-II

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 BBB+            AA+

                         Coliseum SPC
                       BALLISTA 2007-III

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 BB              BBB

                         Coliseum SPC
                         TACLS 2007-1

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA+             AAA

                      Credit Default Swap
     The Bank of Nova Scotia - Script Securitisation Ltd.

                                         Rating
                                         ------
            Class                 To               From
            -----                 --               ----
            Tranche               A-srp/Watch Neg  A-srp

                       Credit Default Swap
                   Citibank N.A. - CDO# 795246

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              -----
            Tranche               Asrb/Watch Neg  Asrb

                     Credit Default Swap
                        Series TACLS
      Morgan Stanley Capital Services Inc. - CDO# 795246

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Swap                  AA+srp          AAAsrp

                       Credit Default Swap
  Swap Risk Rating-Protection Buyer, CDS Reference #CA1119131
  
                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Tranche               Asrb/Watch Neg  Asrb

                      Credit Default Swap
  Swap Risk Rating-Protection Buyer, CDS Reference #Torino II
  
                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Tranche               A-srb/Watch Neg A-srb

                Credit Linked Notes Ltd. 2005-1

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 A-/Watch Neg    A-

                 Credit Linked Notes Ltd. 2006-1

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 A/Watch Neg     A

                   Crown City CDO 2005-1 Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            E-1                   BB-/Watch Neg   BB-         
            E-2                   BB-/Watch Neg   BB-  

                   Crown City CDO 2005-2 Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            B-1                   A+/Watch Neg    A+          
            B-2                   A+/Watch Neg    A+  

                       Greystone CDO SPC
                        Series 2006-2

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            A                     A               A/Watch Neg

                          Herald Ltd.
                          Series 24

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            24                    AA              AA/Watch Neg

                       Infiniti SPC Ltd.
                     Series CPORTS 2006-2   
                               Rating

            Class                 To              From
            -----                 --              ----
            B-1                   A-/Watch Neg    A-
            B-2                   A-/Watch Neg    A-

                          Ixion PLC
                  Series Syrah 2006-11 (16)

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            16                    AA-             AA

                          Ixion PLC
                          Series 22

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA+             AAA

                      Jupiter Finance Ltd.
                        Series 2006-002

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Cr Link               AA/Watch Neg    AA

                      Kenmare 2005-I Ltd.

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 BBB             A-/Watch Neg

                 Lorally CDO Ltd. Series 2006-1

                                         Rating
                                         ------
            Class                 To              From
            ------                --              -----
            Tranche B             BBB+          BBB+/Watch Neg  

                     Magnolia Finance II PLC
                          Series 2006-8B

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Series B              AA+             AAA

                      Magnolia Finance II PLC
                          Series 2006-8C

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Series C              AA-             AA+

                     Magnolia Finance II PLC
                         Series 2006-8DG

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Series DG             BBB-            BBB+

                     Magnolia Finance II PLC
                         Series 2006-8DU

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Series DU             BBB-            BBB+

                     Magnolia Finance II PLC
                          Series 2006-8E

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Series 8E             B+               BB+

                     Magnolia Finance II PLC
                          Series 2006-8F

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Series F              B+               BB

                     Magnolia Finance II PLC
                          Series 2006-9A

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA+             AAA

                      Magnolia Finance II PLC
                          Series 2006-9B

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA-             AA

                    Magnolia Finance II PLC
                        Series 2006-9E2

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                BB+              BBB-

                     Magnolia Finance II PLC
                         Series 2006-9F1

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 BB-             BB+

                     Magnolia Finance II PLC
                         Series 2006-9F2

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                BB-              BB+

                     Magnolia Finance II PLC
                         Series 2007-3A1

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA+             AAA

                         Maple 2004-1789

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Tranche D             A-              A-/Watch Neg

                  Momentum CDO (Europe) Ltd.
                        Series 2007-2

                                         Rating
                                         ------
            Class                 To                 From
            -----                 --                 ----
            2007-2                BBB+/Watch Neg     BBB+

                    Morgan Stanley ACES SPC
                         Series 2005-21

                                          Rating
                                          ------
            Class                 To                 From
            -----                 --                 ----
            A                     AA+/Watch Neg      AA+
            IA                    AA-/Watch Neg      AA-
            IB                    AA-/Watch Neg      AA-
            IC                    AA-/Watch Neg      AA-

                     Morgan Stanley ACES SPC
                         Series 2006-10

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            II                    A+              A+/Watch Neg

                     Morgan Stanley ACES SPC
                          Series 2006-12

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            I                     A-/Watch Neg    A-

                    Morgan Stanley ACES SPC
                        Series 2006-14

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            II                   A+               A+/Watch Neg

                    Morgan Stanley ACES SPC
                        Series 2006-16

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            I                     AA/Watch Neg    AA

                    Morgan Stanley ACES SPC
                         Series 2006-22

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            II                    A-              A-/Watch Neg

                     Morgan Stanley ACES SPC
                         Series 2006-26

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            IA                    AAA/Watch Neg   AAA

                    Morgan Stanley ACES SPC
                         Series 2006-37

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            IA                    BBB+/Watch Neg  BBB+
            IB                    BBB+/Watch Neg  BBB+
            II                    BBB+/Watch Neg  BBB+
            IIIA                  BB+/Watch Neg   BB+
            IIIB                  BB+/Watch Neg   BB+

                     Morgan Stanley ACES SPC
                         Series 2007-11

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Note                  BBB-/Watch Neg  BBB-

                    Morgan Stanley ACES SPC
                         Series 2007-19

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

                    Morgan Stanley ACES SPC
                         Series 2007-25

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            IA                    AAA/Watch Neg   AAA

                Morgan Stanley Managed ACES SPC
                              2006-4

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            IIIA                  AA/Watch Neg    AA
            IIIB                  AA/Watch Neg    AA

                      PARCS Master Trust
                     Series 2006-6 SAVOY

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA/Watch Neg    AA

                      PARCS Master Trust
                Series 2007-4 Calvados Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust units           AA/Watch Neg    AA

                       PARCS Master Trust
                 Series 2007-5 Calvados Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust units           A+/Watch Neg    A+

                       PARCS Master Trust
                  Series 2007-7 Calvados Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust units           AAA/Watch Neg   AAA  

                       PARCS Master Trust
                  Series 2007-8 Calvados Units

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Trust units           AA/Watch Neg    AA

                       PARCS Master Trust
                 Series 2007-18 Piedmont Units
  
                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Trust units           AA/Watch Neg    AA

                       PARCS Master Trust
                Series 2007-19 Eaglewood Units

                                         Rating
                                         ------
            Class                 To               From
            -----                 --               ----
            Trust units           AAA/Watch Neg    AAA

                       PARCS Master Trust
                 Series 2007-20 Eaglewood Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust units           AA/Watch Neg    AA

                      PARCS Master Trust
                Series 2007-21 Eaglewood Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust units           AA/Watch Neg    AA

                        PARCS Master Trust
                    Series 2007-23 EWIGB Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust units           NR              A

                       PARCS Master Trust
                      Series 2007-24 SAVOY

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust units           AA/Watch Neg    AA

      Portfolio Credit Default Swap (Ref. No. IRP5783424)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Cr Link               BBB-          BBB-/Watch Neg

                    Prelude Europe CDO Ltd.
                         Series 2006-1

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 A-/Watch Neg    A-

                           REVE SPC
                        Series 2007-47

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Series 47             AA/Watch Neg    AA

                    Rutland Rated Investments
                    Series Lynden 2006-1 (21)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A1-L                  AA+/Watch Neg   AA+

                    Rutland Rated Investments
                   Series Delancey 2006-3 (29)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A-1L                  AAA             AA+/Watch Neg

                    Rutland Rated Investments
                   Series Millbrook 2006-4 (31)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A                     A+              AA

                   Rutland Rated Investments
                  Series Millbrook 2006-4 (32)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            B                     BBB+            A-

                  Rutland Rated Investments
                 Series Millbrook 2006-4 (33)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            C                     BBB-            BBB

                   Rutland Rated Investments
                  Series Millbrook 2006-4 (34)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            E                     BB              BBB-

                    Rutland Rated Investments
                   Series Millbrook 2006-4 (35)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            D                     BB+             BBB-

                    Rutland Rated Investments
                     Series Rumson 2006-1 (36)

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

                    Rutland Rated Investments
                  Series Millbrook 2007-1 (39)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 BBB-            A

                     Rutland Rated Investments
                    Series Millbrook 2007-1 (41)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 BBB-            A-

        Series 2006-1 Segregated Portfolio of Greystone

                                        Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            A                     AA              AA/Watch Neg   

      Series 2006-1 Segregated Portfolio of Stowe CDO SPC

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A                     A/Watch Neg     A

                       Signum Verde Ltd.
                         Series 2007-1

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            2007-1                AA-/Watch Neg   AA-

                            SPGS SPC
                     Series Baldwin 2006-I

                                       Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA              AA+

                           SPGS SPC
                     Series MSC 2007-SRR4

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            O                     B-/Watch Neg    B-

                     STARTS (Ireland) PLC
                        Series 2007-22

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

       STEERS Credit Linked Trust, Bespoke Credit Tranche
                          Series 2005-6

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust Cert            A/Watch Neg     A

     STEERS Credit Linked Trust Minoa Tranche Series 2006-1

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust Certs           A-/Watch Neg    A-

                  STRATA Trust, Series 2006-15

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA/Watch Neg    AA

                 STRATA Trust Series 2006-16

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA/Watch Neg    AA

                  Strata Trust Series 2007-6

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA/Watch Neg    AA

                   Sunset Park CDO Ltd. SPC
                        Series 2004-1

                                       Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            C                     AA+/Watch Pos   AA+

                    Sunset Park CDO Ltd. SPC
                          Series 2004-2

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----            
            D                     AA-/Watch Pos   AA-

                  Sunset Park CDO-M Ltd. SPC
                      Series 2005-3 SEG

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            D-1                   AA/Watch Pos    AA
            D-2                   AA/Watch Pos    AA
            E                     AA-/Watch Pos   AA-

                       Terra CDO SPC Ltd.
                Series 2007-1 SEGREGATED PORT
                      
                                       Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            A1                    AA-/Watch Neg   AA-

        TIERS Georgia Floating Rate Credit Linked Trust,
                         Series 2006-1

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Certs                 BB+/Watch Neg   BB+

TIERS Montana Floating Rate Credit Linked Trust Series 2007-3

                                         Rating
                                         ------
            Class                 To                 From
            -----                 --                 ----
            Certificate           AA/Watch Neg       AA

                          Tigers 2003-3

                                         Rating
                                         ------
            Class                 To                 From
            -----                 --                 ----
            C                     AA/Watch Pos       AA
            D                     A/Watch Pos        A

                          Tribune Ltd.
                           Series 17

                                         Rating
                                         ------
            Class                 To                 From
            -----                 --                 ----
            Tranche E             BBB/Watch Neg      BBB

                     UBS AG (Jersey Branch)
                    Series STERN 2006-02-24

                                         Rating
                                         ------
            Class                 To                 From
            -----                 --                 ----
            Notes                 BB+/Watch Neg      BB+

                             USP SPC
                     Series Jackson 2006-I

                                         Rating
                                         ------
            Class                 To                 From
            -----                 --                 ----
            Notes                 BBB+               A+

                           USP SPC
                    Series Jackson 2006-II

                                        Rating
                                        ------
            Class                 To                From
            -----                 --                ----
            Notes                 BB+               BBB

                            USP SPC
                    Series Jackson 2006-IIA

                                         Rating
                                         ------
            Class                 To                From
            -----                 --                ----
            Notes                 BB+               BBB

                           USP SPC
                   Series Jackson 2006-III

                                         Rating
                                         ------
            Class                 To                From
            -----                 --                ----
            Notes                 BB+               BBB

                            USP SPC
                    Series Jackson 2006-IV

                                         Rating
                                         ------
            Class                 To                From
            -----                 --                ----
            Notes                 BB-               BBB-

                            USP SPC
                     Series Jackson 2006-V

                                         Rating
                                         ------
            Class                 To                From
            -----                 --                ----            
            Notes                 B-                B+


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
               Volumes I and II
------------------------------------------------------------------
Author: James Avery-Webb
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

http://www.amazon.com/exec/obidos/ASIN/189312228X/internetbankrupt

http://www.amazon.com/exec/obidos/ASIN/1893122298/internetbankrupt

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.  During the 1800s, when Burrill's work first
came out, there were innumerable cases dealing with voluntary
assignments.  The case law of the 1800s remains authoritative,
informative, and instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.  The format of the text,
including the footnotes, is the standard followed by many legal
texts and handbooks, notably the multi-volume American
Jurisprudence.  The sections are numbered consecutively in forty-
five chapters.  There are 458 sections in all.  The sections are
relatively short, even though the subject of voluntary assignments
is complex and there is bountiful case law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee. More
specific, detailed topics can be accessed using the index.  There
are two appendices. The first contains synopses of the statutes of
every state and territory on voluntary assignments.  The second
appendix contains nearly thirty standard forms that can be used
for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.  Like a good lawyer
breaking down a case so it can be comprehended by a jury of
average persons, so does Burrill and Avery-Webb deal with the
topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***