TCR_Public/071121.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 21, 2007, Vol. 11, No. 276

                             Headlines



AEGIS MORTGAGE: Court OKs Hahn & Hessen as Committee Co-Counsel
AEGIS MORTGAGE: Court OKs Landis Rath as Panel's Delaware Counsel
AEGIS MORTGAGE: Wants February 1 Set as Claims Bar Date
AEGIS MORTGAGE: Fitch Cuts Rating on $20.8 Million Certificates
AES CORP: Moody's Says Completed Notes Buy Won't Affect Ratings

ALLTEL COMMUNICATIONS: S&P Rates $1 Billion PIK Toggle Notes at B-
ALTERNATIVE LOAN: Moody's Assigns Ba1 Rating on Class B-1 Certs.
AMAZON.COM: Moody's Puts Ba2 Corp. Family Rating Under Review
AMBUMED CORP: Case Summary & 20 Largest Unsecured Creditors
AMERICAN GENERAL: Moody's Puts 'Ca' Ratings Under Review

AMERIQUEST MORTGAGE: S&P Lowers Ratings on Five Cert. Classes
AMORTIZING RESIDENTIAL: Losses Cue Moody's to Lower Ratings
AMPEX CORP: Sept. 30 Balance Sheet Upside-Down by $100.5 Million
ANTHONY AKIDI: Case Summary & Four Largest Unsecured Creditors
APPROVED PAVING: Case Summary & 20 Largest Unsecured Creditors

ARCH WESTERN: Earns $50.1 Million in 3rd Quarter Ended Sept. 30
ASSOCIATED ESTATES: Paying Quarterly Dividend on 8.7% Pref. Shares
AUTONATION: Moodys' Affirms Ba1 Corporate Family Rating
AVADO BRANDS: Asset Sale Hearing Scheduled for December 10
AVADO BRANDS: BDO Seidman Okayed as Committee's Financial Advisor

AVADO BRANDS: Court OKs Pepper Hamilton as Panel's Del. Counsel
BARNERT HOSPITAL: Court Okays Finkelstein as Collections Counsel
BARNERT HOSPITAL: Taps Fox Rothschild as Special Labor Counsel
BCE INC: George Cope to Become CEO After OTPP Purchase Completion
BEAR STEARNS: S&P Lowers Ratings on 17 Loan Classes

BOMBAY COMPANY: Can Hire Baker & McKenzie as Special Counsel
BOMBAY COMPANY: Panel Can Hire Lang Michener as Canadian Counsel
BON-TON STORES: Moody's Places All Ratings Under Review
BROTMAN MEDICAL: U.S. Trustee Appoints Nine-Member Creditors Panel
C-BASS 2002-CB2: Moody's Lowers Ratings on Three Tranches

CALPINE CORP: Files Updated Valuation Analysis
CHEM RX: Appoints COO Steven Silva as New President
CLASS V: S&P Places Ratings Under Negative CreditWatch
COLONIAL ADVISORY: S&P Assigns Default Rating on Class B Notes
COPANO ENERGY: Prices $125 Mil. Offering of 8-1/8% Senior Notes

COTT CORPORATION: Moody's Cuts Corporate Family Rating to B1
COUDERT BROTHERS: Selects Development Specialist as Consultant
COUDERT BROTHERS: Wants Court to Approve New Staffing Scheme
COUNTRYWIDE: Fitch Takes Ratings Actions on Various Classes
COUNTRYWIDE: Moody's Downgrades Ratings on 79 Tranches

COUNTRYWIDE BANK: Moody's Confirms C- Strength Rating
COUNTRYWIDE FIN'L: Denies Rumors of Possible Bankruptcy Filing
CREATIVE NEIGHBORS: Voluntary Chapter 11 Case Summary
CREDIT SUISSE: S&P Affirms Ratings on 23 Certificate Classes
CRIIMI MAE: $3.4 Million Losses Prompt S&P's Default Rating

CSFB ABS: Realized Losses Prompt S&P to Downgrade Ratings
DEUTSCHE MORTGAGE: Moody's Affirms Ratings on 28 Cert. Classes
DIANE LYON: Case Summary & 14 Largest Unsecured Creditors
DOBSON COMMUNICATIONS: Moody's Lifts Rating with Stable Outlook
ELLIOTT HOLDING: Case Summary & 173 Largest Unsecured Creditors

FORD MOTOR: S&P Holds 'B' Rating and Removes Positive Watch
FREMONT HOME: S&P Downgrades Ratings on Five Cert. Classes
GASTAR EXPLORATION: Selling $100 Mil. of 12-3/4% Sr. Sec. Notes
GENOIL INC: Posts CDN$2,009,524 Net Loss in Quarter Ended Sept. 30
GSMPS MORTGAGE: S&P Affirms Ratings on 19 Certificate Classes

HENDRX CORP: Posts $348,595 Net Loss in 3rd Quarter Ended Sept. 30
HEWETT'S ISLAND: S&P Rates $10.3 Million Class E Notes at BB
HORIZON LINES: Board OKs $50MM Class A Common Stock Repurchase
HSI ASSET: Moody's Lowers Rating on Class B-3 Loans to B3
HYDRO SPA: Court Conditionally Approves Disclosure Statement

HYDRO SPA: Oscher Consulting Not to Investigate Insider Claims
HYDRO SPA: U.S. Trustee Balks at GrayRobinson as Counsel
INTERLINK GLOBAL: Sept. 30 Balance Sheet Upside-Down by $2.3 Mil.
INTERNATIONAL NORCENT: Files Schedules of Assets & Liabilities
INTERNATIONAL NORCENT: Wants Shepard Mullin as Bankruptcy Counsel

INT'L SHIPHOLDING: S&P Withdraws Ratings at Company's Request
JARDEN CORP: Gregory S. Shearson Appointed as President and CEO
JHT HOLDINGS: Constrained Liquidity Prompts S&P to Junk Rating
JP MORGAN: Moody's Lowers Ratings on 23 Tranches
JP MORGAN: S&P Lowers Rating on Class HM-1 Certificates to BB+

KAMP RE: S&P Says Rating on $190 Million Notes Remain Under Watch
KB TOYS: Closing Stores, Cutting Jobs Amid Fierce Competition
KIMBALL HILL: S&P Lowers Corporate Credit Rating to B from B+
KRATON POLYMERS: Moody's Holds B1 Rating and Revises Outlook
LEHMAN BROTHERS: Fitch Rates $10.5 Mil. Class B Certs. at BB+

LIFECARE HOLDINGS: Poor Earnings Cue S&P to Junk Credit Rating
MASTR: High Delinquency Prompts Moody's Ratings Downgrades
MERITAGE HOMES: S&P Revises Outlook to Negative from Stable
MERRILL LYNCH: Moody's Cuts Ratings on Two Classes to B1
MEZZ CAP: S&P Affirms 'BB' Rating on Class G Certificates

MICHAEL PANCAKE: Case Summary & Four Largest Unsecured Creditors
MYLAN INC: Completes Sale of Preferred and Common Stock
MBS-SOUTH POINT: Case Summary & 20 Largest Unsecured Creditors
MOVIE GALLERY: Committee Employs Pachulski Stang as Lead Counsel
MOVIE GALLERY: Committee Hires Miles & Stockbridge as Co-Counsel

MOVIE GALLERY: Enters Into Sopris Lock Up Agreement & Term Sheets
NELVINE OCAMPO: Case Summary & Four Largest Unsecured Creditors
NEUMANN HOMES: Wants Court to Extend Stay to CEO Kenneth Neumann
NEWLAND INTERNATIONAL: Fitch Assigns 'BB' Rating on Sr. Notes
OGLEBAY NORTON: Deregisters Common and Pref. Stocks from SEC

PASCACK VALLEY: Can Hire Cushman & Wakefield as Realtor
PASCACK VALLEY: Committee Taps Weiser LLP as Financial Advisor
PASCACK VALLEY: Ombudsman Wants to Retain Carella Byrne as Counsel
PEGASUS SATELLITE: Trustee Discloses Sixth Distribution
PERFORMANCE TRANSPORTATION: To Sell All Assets to Allied Systems

PRC LLC: Moody's Downgrades the Withdraws Ratings
PRIDE INTERNATIONAL: S&P Lifts Credit Rating to BB+ from BB
QUEPASA CORP: Posts $3.5 Million Net Loss in Qtr. Ended Sept. 30
RELIANT ENERGY: Wants Until February 16 to Remove Actions
REMY WORLDWIDE: Court Confirms Prepackaged Reorganization Plan

ROBERT KOLWITZ: Voluntary Chapter 11 Case Summary
ROCKWOOD SPECIALTIES: Strong Performance Cues S&P to Lift Rating
SANMINA-SCI: To Redeem $120 Mil. Floating Notes on December 18
SCO GROUP: Court OKs Dorsey & Whitney as Special Corporate Counsel
SCO GROUP: Hearing on Asset Sale Protocol Deferred to December 5

SECURITIZED ASSET: Moody's Places Ratings Under Review
SENIOR HOUSING: Moody's Lifts Sr. Debt Rating to Ba1 from Ba2
SONICBLUE INC: Chapter 11 Trustee Can Sell Epic Shares for $12,000
SR TELECOM: Sept. 30 Balance Sheet Upside-Down by CDN$30.8 Million
STANLEY-MARTIN: S&P Holds B+ Rating and Revises Outlook to Neg.

STRUCTURED ASSET: Moody's Downgrades Ratings on Four Tranches
STRUCTURED ASSET: Moody's Junks Rating on Class B2 Loans
STRUCTURED ASSET: S&P Lowers Rating on Class M6 Certs. to BB
SUBURBAN PROPANE: Moody's Holds Ba3 Corporate Family Rating
TABERNA PREFERRED: S&P Affirms 'BB' Rating on Class F Notes

TERWIN MORTGAGE: S&P Junks Rating on Class 2-B-3 Certificates
TEXHOMA ENERGY: Dec. 31 Balance Sheet Upside-Down by $2.7 Million
TRANSDIGM GROUP: Earns $24.7 Million in Qtr. ended September 30
TREY RESOURCES: Sept. 30 Balance Sheet Upside-Down by $4.01 Mil.
TRIPLE CROWN: Selling Host Communications to IMG for $74.3 Mil.

TRUE TEMPER: Moody's Cuts Corp. Family Rating to Caa2 from Caa1
TWEETER HOME: Can Assume & Assign Mitsubishi Dealership Contract
TWEETER HOME: Committee Given Approval to Pursue Potential Actions
TWEETER HOME: Court OKs Zurich Pact Terminating Insurance Policies
US CONCRETE: Sells Tenn. & Del. Operations to Oldcastle

UNITED RENTALS: Debt Tender Offers to Expire Today
WACHOVIA BANK: Moody's Holds B3 Rating on $7.5MM Certificates
WCI COMMUNITIES: Canceled Contracts Cue S&P to Junk Ratings
WINDHAM COMMUNITY: Moody's Withdraws B1 Debt Rating

* Fitch Says Covenants May Preserve Recovery Values
* Moody's Says Ongoing Liquidity Crunch May Signal Tipping Point
* Moody's says REITs w/ External Mgt. Structure Face Challenges
* Moody's Takes Rating Actions on Various Classes
* S&P Assigns Default Ratings on 59 Classes from 55 U.S. Loans

* Beard Group's Featured Conference for November 2007

* Upcoming Meetings, Conferences and Seminars



                             *********

AEGIS MORTGAGE: Court OKs Hahn & Hessen as Committee Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Aegis
Mortgage Corp. and its debtor-affiliates' bankruptcy cases sought
and obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Hahn & Hessen LLP as co-counsel
nunc pro tunc Sept. 14, 2007.

As reported in the Troubled Company Reporter on Oct. 26, 2007, the
Creditors Committee selected Hahn & Hessen because the firm is
thoroughly familiar with and is experienced in Chapter 11 matters.  
H&H has experience with insolvencies of prime and sub-prime
mortgage lenders, and has been representing the creditors'
interests in insolvency proceedings for more than 75 years.  

H&H is expected to:

     * render legal advice to the Creditors Committee with
       respect to its duties and powers in these cases;

     * assist in investigating the acts, conduct, assets,  
       liabilities and financial condition of the Debtors and
       the operation of the Debtors' business;

     * advise the Creditors Committee with respect to any       
       proposed sale of the Debtors' assets or business
       operations, if any, and any other matters relevant
       thereto;

     * advise the Creditors Committee with respect to any
       proposed plan of reorganization and the Debtors
       prosecution of claims against third parties, if any, and
       other matters relevant to the proceeding or to the
       formulation of the plan;

     * assist the Committee in requesting the appointment of a
       trustee or examiner pursuant to Section 1104 of the
       Bankruptcy Code, if necessary and appropriate; and

     * performing other legal services, which may be required
       by and which are in the best interests of the unsecured
       creditors.

H&H agreed to be compensated at its customary rates for services
rendered and for actual expenses incurred.  Generally, the hourly
rates being charged by the firm range from $500 to $600 for
partners, $200 to $400 for associates, $450 to $625 for special
counsel and counsel, and $180 to $200 for paralegals.

Mark T. Power, Esq., a member of H&H, in New York, assured the
Court that the firm does not represent any interest adverse to
the Creditors Committee or the Debtors' estate in the matters
upon which it is to be engaged.  He added that H&H, while employed
by the Committee, will not represent any individual creditor in
connection with the bankruptcy cases.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan      
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  In schedules
filed with the Court, Aegis disclosed total assets of $138,265,342
and total debts of $4,125,470.  The Debtors' exclusive period to
file a plan expires on Dec. 11, 2007.

(Aegis Bankruptcy News, Issue No. 11, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AEGIS MORTGAGE: Court OKs Landis Rath as Panel's Delaware Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Aegis
Mortgage Corp. and its debtor-affiliates' bankruptcy cases sought
and obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to retain Landis Rath & Cobb LLP as its
Delaware counsel.

As reported in the Troubled Company Reporter on Oct. 26, 2007, the
Creditors Committee selected Landis Rath because of the firm's
expertise with creditor committee representations, and in the
field of debtor and creditor law and business reorganizations
under Chapter 11 of the Bankruptcy Code.  The firm is also
familiar with the Debtors' business affairs and capital structure.

Landis Rath is expected to:

   * give legal advice with respect to the power and duties of
     the Creditors Committee and other participants in the
     Debtors' cases;

   * assist in the investigation of the acts, conduct, assets,
     liabilities and financial condition of the Debtors and the
     operation of their business, and any other matters
     relevant to the cases and which may affect the creditors;

   * participate in negotiations with parties-in-interest with
     respect to any disposition of the Debtors' assets, plan of
     reorganization and disclosure statement in connection with
     the plan;

   * prepare legal documents and appear at Court hearings on
     behalf of the Creditors Committee;

   * give legal advice and perform legal services in connection
     with the bankruptcy cases; and

   * perform other legal services as may be requested by the
     Creditors Committee.

Landis Rath will charge for its services on an hourly basis, plus
reimbursement of expenses incurred.  The attorneys designated to
represent the Creditors' Committee and their corresponding hourly
rates are:

             Professional             Hourly Rate
             ------------             -----------
             Richard S. Cobb, Esq.        $440
             Kerri K. Mumford, Esq.       $290
             John H. Strock               $215

Richard S. Cobb, Esq., a partner at Landis Rath, in Wilmington,
Delaware, told the Court that the firm has not represented the
Creditors Committee, the Debtors and other parties-in-interest in
matters relating to the Debtors or their estates.  Mr. Cobb
assured the Court that the firm is a "disinterested person" within
the meaning of Sections 1103 and 101(14) of the Bankruptcy Code.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan      
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  In schedules
filed with the Court, Aegis disclosed total assets of $138,265,342
and total debts of $4,125,470.  The Debtors' exclusive period to
file a plan expires on Dec. 11, 2007.

(Aegis Bankruptcy News, Issue No. 11, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AEGIS MORTGAGE: Wants February 1 Set as Claims Bar Date
-------------------------------------------------------
Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, Aegis Mortgage Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to:

   (a) establish Feb. 1, 2008, as the deadline for creditors
       to file proofs of claims that arose prior to the Petition
       Date; for parties to file requests for payment of
       administrative expenses arising under Section 503(b)(9) of
       the Bankruptcy Code; and for filing claims arising under
       the WARN Act or any other similar state law worker
       notification statute;

   (b) establish Feb. 11, 2008, as the deadline for governmental
       units to file proofs of claim that arose before the
       Petition Date; and

   (c) approve the form of the Bar Dates' notice and the manner
       of disseminating the notice.

Bankruptcy Rule 3003(c)(2) provides that any creditor whose claim
is not scheduled or whose claim is scheduled as disputed,
contingent or unliquidated must file a proof of claim.

Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware, says that entities holding these claims
need not file a proof of claim on or before the Bar Dates:

    -- claims already filed with Epiq Bankruptcy Solutions, LLC,
       the claims agent, or with the Clerk of the Bankruptcy
       Court for the District of Delaware;  

    -- claims listed in the Debtors' schedules of assets and
       liabilities, provided that the holders do not dispute the  
       nature of the claims, the amount or manner with which the
       claims are listed in the schedules, and the claims are not
       designated as contingent, unliquidated, subject to
       adjustment, disputed or unknown; and
   
    -- claims arising on or after the Petition Date, except as
       provided pursuant to the 503(b)(9) Administrative Bar
       Date or the WARN Act Claims Bar Date.

Any creditor who fails to file the claim by the applicable Bar
Dates would not be treated as a creditor with respect to the  
claim or interest for the purpose of receiving any distribution
from the estate, according to Mr. Cairns.

The Debtors intend to serve a copy of the Bar Date Notice on or
before Nov. 30, 2007, to all known creditors, parties listed on
the Debtors' master mailing matrix, those who filed a notice of
appearance and demand for papers, the Debtors' equity security
holders, and the Office of the United States Trustee.

The Debtors also intend to publish the notice in the national
edition of the USA Today no later than Nov. 30, 2007 to inform
those unknown claimants.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan      
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  In schedules
filed with the Court, Aegis disclosed total assets of $138,265,342
and total debts of $4,125,470.  The Debtors' exclusive period to
file a plan expires on Dec. 11, 2007.

(Aegis Bankruptcy News, Issue No. 11, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AEGIS MORTGAGE: Fitch Cuts Rating on $20.8 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Aegis mortgage
pass-through certificates.  Affirmations total $556.1 million and
downgrades total $20.8 million.  In addition, approximately $14.0
million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Aegis Asset Backed Securities Trust 2005-2

  -- $125.2 million class A affirmed at 'AAA' (BL: 76.06, LCR:
     4.57);

  -- $38.5 million class M1 affirmed at 'AA+' (BL: 64.02, LCR:
     3.84);

  -- $34 million class M2 affirmed at 'AA' (BL: 45.9, LCR:
     2.75);

  -- $21 million class M3 affirmed at 'AA-' (BL: 45.25, LCR:
     2.72);

  -- $18.5 million class M4 affirmed at 'A+' (BL: 40.51, LCR:
     2.43);

  -- $18 million class M5 affirmed at 'A' (BL: 34.82, LCR:
     2.09);

  -- $16.5 million class M6 affirmed at 'A-' (BL: 29.56, LCR:
     1.77);

  -- $15 million class B1 affirmed at 'BBB+' (BL: 24.74, LCR:
     1.48);

  -- $14 million class B2 rated 'BBB' placed on Rating Watch
     Negative (BL: 20.21, LCR: 1.21).

Summary

  -- Originators: (100% Aegis);
  -- 60+ day Delinquency: 38.14%;
  -- Realized Losses to date (% of Original Balance): 2.62%;
  -- Expected Remaining Losses (% of Current Balance): 16.66%;
  -- Cumulative Expected Losses (% of Original Balance): 8.12%.

Aegis Asset Backed Securities Trust 2005-3

  -- $123.5 million class A affirmed at 'AAA' (BL: 70.75, LCR:
     4.29);

  -- $34 million class M1 affirmed at 'AA+' (BL: 59.73, LCR:
     3.62);

  -- $30.1 million class M2 affirmed at 'AA' (BL: 46.73, LCR:
     2.83);

  -- $19.1 million class M3 affirmed at 'AA-' (BL: 46.73, LCR:
     2.83);

  -- $17.4 million class M4 affirmed at 'A+' (BL: 37.73, LCR:
     2.29);

  -- $15.7 million class M5 affirmed at 'A' (BL: 32.67, LCR:
     1.98);

  -- $15.7 million class M6 affirmed at 'A-' (BL: 27.59, LCR:
     1.67);

  -- $13.6 million class B1 affirmed at 'BBB+' (BL: 23.15, LCR:
     1.40);

  -- $11.4 million class B2 downgraded to 'BBB-' from 'BBB'
     (BL: 19.53, LCR: 1.18);

  -- $9.3 million class B3 downgraded to 'BB' from 'BBB-' (BL:
     16.95, LCR: 1.03).

Summary

  -- Originators: (100% Aegis);
  -- 60+ day Delinquency: 35.05%;
  -- Realized Losses to date (% of Original Balance): 2.39%;
  -- Expected Remaining Losses (% of Current Balance): 16.49%;
  -- Cumulative Expected Losses (% of Original Balance): 8.36%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.  


AES CORP: Moody's Says Completed Notes Buy Won't Affect Ratings
---------------------------------------------------------------
The AES Corporation (AES: B1 Corporate Family Rating) has
completed its previously announced offer to purchase up to
$1.24 billion of outstanding senior notes.  While no ratings
changed as a result, the LGD point estimate on its senior secured
credit facilities were revised to LGD 1, 2%, from LGD 1, 3%, its
second priority secured notes to LGD 3, 38% from LGD 3, 41% and
its senior unsecured notes to LGD 4, 53% from LGD 4, 57%.


ALLTEL COMMUNICATIONS: S&P Rates $1 Billion PIK Toggle Notes at B-
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B-' rating to
ALLTEL Communications Inc.'s (B+/Negative/--) $1 billion of senior
payment-in-kind toggle notes due 2017.
     
ALLTEL Communications is a subsidiary of Little Rock, Arkansas-
based wireless carrier ALLTEL Corp. (B+/Negative/--).  Proceeds
from this debt issue are being used to refinance a portion of the
bridge facilities which, together with $14 billion of secured bank
debt funded the leveraged buyout of ALLTEL Corp. by Goldman Sachs
Capital Partners and TPG Capital on Nov. 16, 2007.  Pro forma debt
at close of the buyout was about $24 billion.


New Rating

ALLTEL Communications Inc.

$1 bil. payment-in-kind toggle notes due 2017     B-


ALTERNATIVE LOAN: Moody's Assigns Ba1 Rating on Class B-1 Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Alternative Loan Trust 2007-OA11 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by Countrywide Home Loans, Inc.
originated, adjustable-rate, negative amortization Alt-A mortgage
loans acquired by Countrywide Financial Corporation.  The ratings
are based primarily on the credit quality of the loans and on the
protection against credit losses from subordination. Moody's
expects collateral losses to range from 1.85% to 2.05%.

Countrywide Home Loans Servicing LP will act as master servicer.

The complete rating actions are:

Alternative Loan Trust 2007-OA11

Mortgage Pass-Through Certificates, Series 2007-OA11

  -- Cl.  A-1A, Assigned Aaa
  -- Cl.  A-1B, Assigned Aaa
  -- Cl.  A-2, Assigned Aaa
  -- Cl.  A-3, Assigned Aaa
  -- Cl.  X-P, Assigned Aaa
  -- Cl.  A-R, Assigned Aaa
  -- Cl.  M-1, Assigned Aa1
  -- Cl.  M-2, Assigned Aa2
  -- Cl.  M-3, Assigned Aa3
  -- Cl.  M-4, Assigned A1
  -- Cl.  M-5, Assigned A2
  -- Cl.  M-6, Assigned A3
  -- Cl.  M-7, Assigned Baa1
  -- Cl.  M-8, Assigned Baa2
  -- Cl.  M-9, Assigned Baa3
  -- Cl.  B-1, Assigned Ba1


AMAZON.COM: Moody's Puts Ba2 Corp. Family Rating Under Review
-------------------------------------------------------------
Moody's Investors Service placed the long term debt ratings of
Amazon.com on review for possible upgrade and affirmed the
speculative grade liquidity rating at SGL-2.  The review for
possible upgrade reflects the company's very strong year-to-date
results for the period ended September 30, 2007 which resulted in
a sizable increase in its operating income and free cash flow and
a corresponding improvement in credit metrics.

These ratings are placed on review for possible upgrade:

  -- Corporate family rating of Ba2;
  -- Probability of default rating of Ba2;
  -- Senior subordinated notes of Ba3;
  -- Senior unsecured shelf at (P)Ba1;
  -- Senior subordinated shelf at (P)Ba3;
  -- Preferred shelf at (P)B1.

This rating is affirmed:

  -- Speculative grade liquidity rating of SGL-2.

The affirmation of the SGL-2 reflects the company's continued good
liquidity driven by its very strong internal sources of cash
(approximately $800 million of free cash flow for the LTM ending
September 30, 2007 and $1.9 billion of cash and marketable
securities).  The SGL-2 continues to be constrained by
Amazon.com's lack of external liquidity normally provided by a
committed bank credit facility.  The company's assets -- primarily
inventory -- are predominantly unencumbered and could be used to
secure financing.

The review for possible upgrade will focus on the company's
operating performance during the fourth quarter holiday season.
The review will also focus on Amazon.com's growth strategy and
business initiatives and their potential impact on the company's
level of operating profits.  In addition, the review will focus on
the company's financial policy, including; its capital structure,
liquidity, and any potential plans for its significant cash
balances which continue to build.

Amazon.com, headquartered in Seattle, Washington, is the world's
largest internet based retailer.  Total revenues were
approximately $13.1 billion for the LTM period ended September 30,
2007.


AMBUMED CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ambumed Corp.
        dba Ambumed Ambulance Service
        150 West Jefferson Boulevard
        Los Angeles, CA 90007

Bankruptcy Case No.: 07-20716

Type of Business: The Debtor provides emergency and non-emergency
                  ambulance services to the general public,
                  patients, residential care facilities,
                  hospitals, skilled nursing facilities,
                  healthcare organizations and other healthcare
                  providers.  See http://www.ambumed.net/

Chapter 11 Petition Date: November 19, 2007

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Harry J. Rebhuhn, Esq.
                  1441 North Vista Street, Suite 2
                  Los Angeles, CA 90046
                  Tel: (310) 948-0413

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
I.R.S.                           $1,500,000
201 West River Center
Boulevard
Covington, KY 41019-0032

Gregor Zargaran                    $325,000                     
100 West Broadway, Suite 540
Glendale, CA 91210

Leaf Funding, Inc.                 $175,000
P.O. Box 26268
Raleigh, NC 27611

Darnell Parker, Esq.               $150,000

E.D.D.-David Matanga               $150,000

Vague Industries                    $91,000

Newman & Nelson                     $90,000

U.S.A. Financial, L.L.C.            $80,000

Speight Group Management,           $59,000
L.L.C.

Fleet Services                      $50,000

Hakop Muradyan                      $50,000

Puget Sound Leasing                 $36,000

Blue Cross of California            $36,000

Ted Rouadi                          $30,000

McKesson Medical Surgical           $28,000

Irwin Financial                     $28,000

P.S.I.                              $25,000

A.I.C.C.O.                          $20,000

Astra Lease                         $20,000

Balboa Capital Corp.                $16,000


AMERICAN GENERAL: Moody's Puts 'Ca' Ratings Under Review
--------------------------------------------------------
Moody's Investors Service upgraded these classes of notes issued
by American General CBO 2000-1 Ltd.:

Class Description: $20,000,000 Senior Secured Class B-l Floating
Rate Notes Due 2012

  -- Prior Rating: Baa1, on review for possible upgrade
  -- Current Rating: Aa1

Class Description: $21,000,000 Senior Secured Class B-2 Fixed Rate
Notes Due 2012

  -- Prior Rating: Baa1, on review for possible upgrade
  -- Current Rating: Aa1

Class Description: $9,000,000 Senior Secured Class C Fixed Rate
Notes Due 2012

  -- Prior Rating: B1, on review for possible upgrade
  -- Current Rating: A3

Moody's also announced that it has placed these classes of notes
on review for possible upgrade:

Class Description: $14,000,000 Subordinated Class D-l Notes Due
2012
  -- Prior Rating: Ca
  -- Current Rating: Ca, on review for possible upgrade

Class Description: $10,000,000 Subordinated Class D-2 Notes Due
2012

  -- Prior Rating: Ca
  -- Current Rating: Ca, on review for possible upgrade

In addition, Moody's withdrew its rating on these class of notes:

Class Description: $251,400,000 Senior Secured Class A Floating
Rate Notes Due 2012

  -- Prior Rating: Aaa
  -- Current Rating: WR

According to Moody's, the rating actions are the result of the
amortization of the Senior Secured Class A Floating Rate Notes,
improvement in the credit quality of the deal's portfolio and
increased coverage for the notes mentioned above.


AMERIQUEST MORTGAGE: S&P Lowers Ratings on Five Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of asset-backed pass-through certificates from three
Ameriquest Mortgage Securities Inc. transactions.  Concurrently,
S&P affirmed its ratings on eight classes from these series.
     
The downgrades of the five classes reflect recent collateral
performance that has eroded available credit support during recent
months.  As of the October 2007 remittance period, cumulative
losses on series 2002-AR1, 2002-2, and 2003-6 were 1.66%, 2.01%,
2.21% of the original principal balances, respectively. Serious
delinquencies (90-plus days, foreclosures, and REOs) ranged from
12.35% (series 2002-2) to 18.96% (series 2002-AR1) of the current
principal balances.   Overcollateralization is substantially below
its target in all three transactions (series; O/C amount; % of
target):

     -- 2002-AR1: $2,037,121; 48.5% of the target of
        $4,196,030;

     -- 2002-2: $868,400; 23.1% of the target of $3,750,000;
        and

     -- 2003-6: $0; 0% of the target of $8,902,437.
     
Class M-6 from series 2003-6 has defaulted.  O/C has been
completed eroded and is currently zero, compared with a target of
$8.9 million.  For the October 2007 remittance period, this class
lost $330,345.40, and the current total realized losses for this
class were $889,793.53.
     
S&P lowered its 'AAA' rating on class M-2 from series 2002-AR1
because realized losses have consistently outpaced excess
interest, decreasing credit support levels for the class since it
was raised to 'AAA' from 'A' on Sept. 28, 2004.  For the prior six
months, average realized losses ($240,541) have outpaced average
excess interest ($110,046) by 2.2x. As a result, O/C for series
2002-AR1 has dropped to $2,037,020, below its target of
$4,196,030.  S&P's loss projections indicate that the current
performance trends may further compromise credit support for this
class.  Serious delinquencies for series 2002-AR1 were $6.048
million, accounting for 18.96% of the current pool balance.
     
The affirmations reflect stable collateral performance as of the
October 2007 remittance period.  Current and projected credit
support percentages are sufficient at the current rating levels.
     
O/C, excess spread, and subordination provide credit enhancement
for these transactions.
     
At issuance, the collateral backing the deals consisted of
subprime fixed- and adjustable-rate fully amortizing first-lien
mortgage loans secured by one- to four-family residential
properties.


                        Ratings Lowered
             Ameriquest Mortgage Securities Inc.

                                          Rating
                                          ------
     Series       Class             To               From
     ------       -----             --               ----
     2002-AR1     M-2               A                AAA
     2002-AR1     M-3               B                BBB
     2002-AR1     M-4               B                BBB-
     2002-2       M-4               CCC              B
     2003-6       M-6               D                CCC

                       Ratings Affirmed

              Ameriquest Mortgage Securities Inc.

                Series        Class     Rating
                ------        -----     ------
                2002-AR1      M-1       AAA
                2002-2        M-2       AA
                2002-2        M-3       BBB
                2003-6        M-1       AA
                2003-6        M-2       A
                2003-6        M-3       A-
                2003-6        M-4       BBB+
                2003-6        M-5       B


AMORTIZING RESIDENTIAL: Losses Cue Moody's to Lower Ratings
-----------------------------------------------------------
Moody's Investors Service has downgraded ratings on four tranches
issued by Amortizing Residential Collateral Trust 2002-BC9, three
tranches issued by Amortizing Residential Collateral Trust, Series
2002-BC6, and two tranches issued by Amortizing Residential
Collateral Trust Mortgage Pass-Through Certificates, Series 2001-
BC6.  Each trust's collateral consists primarily of first-lien,
subprime fixed and adjustable rate mortgage loans.  These deals
have low pool factors (all pool factors are lower than 6.16% as of
October 2007).

The downgrades are driven by back ended losses that have eroded
credit support to a point where the subordinate tranches no longer
have sufficient enhancement levels to maintain their current
ratings in light of the anticipated losses.

Complete rating actions are:

Issuer: Amortizing Residential Collateral Trust 2002-BC9

  -- Cl.  M2, currently A2; downgraded to Baa1;
  -- Cl.  M3, currently Ba1; downgraded to Ba2;
  -- Cl.  M4, currently Ba3; downgraded to Caa2.
  -- Cl.  B, currently B1; downgraded to C.

Issuer: Amortizing Residential Collateral Trust, Series 2002-BC6

  -- Cl.  M2, currently A2; downgraded to Baa3;
  -- Cl.  M3, currently Baa3; downgraded to Caa2.
  -- Cl.  B, currently Ba2; downgraded to C.

Issuer: Amortizing Residential Collateral Trust Mortgage Pass-
Through Certificates, Series 2001-BC6

  -- Cl.  M1, currently Aa2; downgraded to Baa2;
  -- Cl.  M2, currently Baa1; downgraded to Ba1.


AMPEX CORP: Sept. 30 Balance Sheet Upside-Down by $100.5 Million
----------------------------------------------------------------
Ampex Corporation's consolidated balance sheet at Sept. 30, 2007,
showed $23.3 million in total assets and $123.8 million in total
liabilities, resulting in a $100.5 million total shareholders'
deficit.

The company reported a net loss of $540,000 on revenues of
$9.4 million in the third quarter of 2007 compared to a net income
of $1.8 million on revenues of $8.6 million in the third quarter
of 2006.

Licensing revenue from running royalties recognized on shipments
by the company's licensees totaled $2.7 million in the quarter
ended Sept. 30, 2007, compared to $3.2 million in the quarter
ended Sept. 30, 2006.

The Recorders segment earned operating income of $900,000 in the
third quarter of 2007 compared to $400,000 in the comparable
period in 2006.  Total Recorders segment product and service
revenues increased to $6.7 million in the third quarter of 2007
from $5.4 million in the third quarter of 2006, primarily due to
increased sales of solid state and disk-based instrumentation
recorders to $3.5 million in the third quarter of 2007 compared to
$1.8 million in the comparable period in 2006, offset in part by
decreased sales of legacy tape-based products.  Backlog of orders
totaled $4.0 million at Sept. 30, 2007.  Significant orders that
contain cancellation provisions or other restrictions are excluded
from backlog.

The company reported operating income of $578,000 in the three
months ended Sept. 30, 2007, compared to operating income of
$23,000 for the three months ended Sept. 30, 2006.

Interest expense for the three months ended Sept. 30, 2007, was
$1.2 million compared to $768,000 for the three months ended
Sept. 30, 2006.  Total debt at Sept. 30, 2007, was $51.3 million,
up from $33.2 million at Sept. 30, 2006, primarily due to
borrowings from Hillside Capital Incorporated in relation to
funding of the company's defined benefit pension plan.

Other income and expense, net of $2.7 million for the three months
ended Sept. 30, 2006, included $2.4 million of incentive fees
assigned to the company by the general partner of an investment
limited partnership upon the sale of an investment.  There were no
incentive fees received in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2581

                        About Ampex Corp.

Headquartered in Redwood City, California, Ampex Corporation
(Nasdaq: AMPX) -- http://www.ampex.com/-- is one of the world's  
leading innovators and licensors of technologies for the visual
information age.


ANTHONY AKIDI: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Anthony U. Akidi
        197 South Vallejo Way
        Upland, CA 91786

Bankruptcy Case No.: 07-17514

Chapter 11 Petition Date: November 16, 2007

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Thomas B. Ure, Esq.
                  Ure, Ranieri & Associates
                  800 Wilshire Boulevard, Suite 1050
                  Los Angeles, CA 90017
                  Tel: (213) 202-6070
                  Fax: (213) 202-6075

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Countrywide                    value of security:         $54,216
P.O. Box 10219                 $830,000
Van Nuys, CA 91410-0219

Countrywide                                               $29,412
400 Countrywide Way
Simi Valley, CA 93065

Bank of America                                           $52,000
P.O. Box 15726
Wilmington, DE 19886

Allied Credit Union            value of security:         $16,000
                               $9,000


APPROVED PAVING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Approved Paving, Inc.
        P.O. Box 804
        Mascotte, FL 34753

Bankruptcy Case No.: 07-05880

Type of Business: The Debtor is a paving and seal-coating
                  corporation servicing Orange, Osceola, Seminole,
                  and Sumter counties in the Central Florida area.
                  See http://www.approvedpavinginc.com/

Chapter 11 Petition Date: November 19, 2007

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Peter N. Hill, Esq.
                  Wolff Hill McFarlin & Herron P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Alpha Land Investments, LLC                              $320,000
Sunnandam S. Ohri
9220 Hidden Bay Lane
Orlando, FL 32819

Husman Bacchus                   Loans                   $194,900
444 Duff Drive
Winter Garden, FL 34787

American Express                                         $166,788
5233 Coconut Creek Parkway
Margate, FL 33063-3964

Mainline Supply of FL, LLC                               $153,901

I & S Trucking                                           $129,092

DAB Constructors, Inc.           Asphalt supply           $96,482

Citizen First Bank               unsecured credit line    $96,003

GWP Construction, Inc.                                    $92,582

John Deere Credit                Dump Truck               $67,595

Ranger Construction                                       $64,907
Industries, Inc.

Progressive Employer Service     Payroll Company          $60,007

Citicapital                      JD3005D Excavator        $55,534

Mack Concrete Industries Inc.                             $55,061

Internal Revenue Service         Payroll Taxes            $52,189

Ring Power Corporation                                    $50,656

Curb-It Company                                           $41,335

Gulfcoast Survey                                          $31,655

Bank of America                  Credit Card              $21,896

Hertz Equipment Rental                                    $21,200

TCT Construction, Inc.                                    $20,307


ARCH WESTERN: Earns $50.1 Million in 3rd Quarter Ended Sept. 30
---------------------------------------------------------------
Arch Western Resources LLC reported net income of $50.1 million on  
coal sales of $405.1 million for the third quarter ended Sept. 30,
2007, compared with net income of $67.9 million on coal sales of
$369.7 million in the same period last year.

Coal sales increased from the third quarter of 2006 to the third
quarter of 2007 due to higher sales volume along with changes in
the company's segment mix.  

Sales volume in the Powder River Basin increased to 5,057 tons
during the third quarter of 2007 compared to 4,196 tons in the  
third quarter of 2006 due to increased sales from the Coal Creek
mine, partially offset by a decrease in sales from the Black
Thunder mine due to the planned reductions.
          
In the Western Bituminous region, sales volume increased to 25,071
tons during the third quarter of 2007 compared to $24,533 tons in  
the third quarter of 2006 reflecting an increase in sales volume
from the Skyline mine and from the Dugout mine, which experienced
the effects of an extended longwall move in the third quarter of
2006.

Cost of coal sales increased to $317.5 million from $270.2 million
in the third quarter of 2006 primarily due to higher costs in both
of the company's operating regions.

Depreciation, depletion and amortization increased to
$35.2 million from $27.9 million in the third quarter of 2006
primarily due to ongoing capital improvement and development
projects.

Selling, general and administrative expenses increased to
$6.3 million from $5.1 million in the third quarter of 2006.  SG&A
expenses represent expenses allocated to the company from Arch
Coal.

Net interest income increased to $8.3 million from $3.9 million in
the third quarter of 2006.  The company's cash transactions are
managed by Arch Coal.  Cash paid to or from the company that is
not considered a distribution or a contribution is recorded as a
receivable from Arch Coal.  The receivable balance earns interest
from Arch Coal at the prime interest rate.  The increase in
interest income results primarily from a higher average receivable
balance during the three months ended Sept. 30, 2007, as compared
to the same period in 2006.

For the first nine months ended Sept. 30, 2007, the company
reported net income of $144.3 million on coal sales of
$1.16 billion, compared to net income of $227.5 million on coal
sales of $1.12 billion in the same period ended Sept. 30, 2006.

Coal sales increased from the third quarter of 2006 to the third
quarter of 2007 due to higher sales volume along with changes in
the company's segment mix.

                            Liquidity

Cash provided by operating activities decreased $161.3 million in
the first nine months of 2007 compared to the first nine months of
2006 primarily as a result of the commencement of Arch Coal's
accounts securitization program in the first quarter of 2006,
which resulted in a substantial decrease in the company's trade
receivables in the first half of 2006.
     
Cash used in investing activities in the first nine months of 2007
was $111.5 million less than in the first nine months of 2006,
primarily due to a decrease in capital spending of $70.8 million
in the first nine months of 2007 when compared with the first nine
months of 2006.  In addition, cash used in investing activities
decreased due to the commencement of Arch Coal's accounts
receivable securitization program in the first quarter of 2006.

On Aug. 15, 2007, the company entered into a commercial paper
placement program to provide short-term financing at rates that
are generally lower than the rates available under Arch Coal's
revolving credit facility.  Under the program, the company may
sell up to $50.0 million in interest-bearing or discounted short-
term unsecured debt obligations with maturities of no more than
270 days.  The commercial paper placement program is supported by
an unsecured $50.0 million revolving credit facility with a
maturity date of June 7, 2008.  As of Sept. 30, 2007, the company
had $50.0 million outstanding under the agreement.

                         Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.76 billion in total assets, $1.49 billion in total liabilities,
$7.6 million in redeemable membership interest, $176.5 million in
minority interest, and $1.08 billion in non-redeemable membership
interest.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $130.0 million in total current
assets available to pay $255.1 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2584

                        About Arch Western

Headquartered in St. Louis, Missouri, Arch Western Resources LLC
is a wholly owned subsidiary of Arch Coal Inc.  Arch Coal Inc.
(NYSE: ACI) -- http://www.archcoal.com/-- is one of the nation's  
largest coal producers.  Arch Coal Inc.'s core business is
providing U.S. power generators with clean-burning, low-sulfur
coal for electric generation.  Through its national network of
mines, Arch supplies the fuel for approximately 6% electricity
generated in the United States.

                          *     *     *

Arch Western Resources LLC still carries Moody's Investors Service
'BB-' long term foreign issuer credit and 'BB-' long term local
issuer credit ratings, which were placed on July 19, 2005.


ASSOCIATED ESTATES: Paying Quarterly Dividend on 8.7% Pref. Shares
------------------------------------------------------------------
Associated Estates Realty Corporation has declared a quarterly
dividend of $0.54375 per one-tenth depositary share on the
company's 8.70% Class B Series II Cumulative Redeemable Preferred
Shares , payable Dec. 14, 2007, to shareholders of record on Nov.
30, 2007.

Each depositary share represents one-tenth of a share of the
company's 8.70% Class B Series II Cumulative Redeemable Preferred
Shares.

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real  
estate investment trust and is a member of the Russell 2000 Index.  
The company directly or indirectly owns, manages or is a joint
venture partner in 98 properties containing a total of 19,909
units located in 10 states.

                          *     *     *

Moody's Investor Service placed Associated Estates Realty
Corporation's senior unsecured debt rating at 'B1' in November
2006.  The rating still hold to date with a positive outlook.


AUTONATION: Moodys' Affirms Ba1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed AutoNation's Ba1 corporate
family rating and probability of default rating, assigned a Ba2
rating to the amended credit facility ($700 million revolver and
$600 million term loan) and affirmed the Ba2 ratings on the senior
unsecured floating and fixed rate notes.  The rating outlook is
stable.

AutoNation's Ba1 corporate family rating reflects its standing as
the largest auto retailer with revenues of just under $18 billion,
industry leading operating margins over 23% (measured as adjusted
EBIT/adjusted gross profit) and its diverse business model.  
"While the company's operating performance has softened in 2007,
the strength of its business model, highlighted by the highly
profitable and strong cash flow generating parts & service
business, which is not heavily correlated to new and used vehicle
sales, has enabled AutoNation to generate over $650 million of
EBIT and retained cash flow in the twelve months ended September
2007, despite a $1 billion revenue decline from 2006".  said Kevin
Cassidy, Vice President/Senior Credit Officer, at Moody's
Investors Service.  "The company has less cushion in its rating
category due to softer operating results, which are attributed to
softness in consumer spending and the weak housing market as well
as an aggressive share repurchase program, which has raised the
debt levels under its working capital facility.  This has
tightened the leverage ratio in the bank credit facility; however,
the Company has ample financial flexibility in the short-term. "
added Cassidy.

"The stable outlook reflects Moody's expectation that, despite the
expected continuation of weak consumer spending, AutoNation's
business model will enable it to maintain its industry leading
credit metrics with leverage below 4x (measured as adjusted
debt/EBITDA), operating margins above 20% and retained cash
flow/adjusted debt above 20%" said Cassidy.  The stable outlook
also reflects Moody's expectation that AutoNation will not
significantly increase leverage to fund shareholder returns and
that it will maintain or decrease its domestic brand mix , which
is currently around 35%.  Cassidy also noted that "the stable
outlook reflects Moody's expectation that AutoNation will maintain
sufficient head room under its financial covenants"

Ratings assigned:

  --  $700 million senior unsecured revolver due 2012 at
      Ba2 (LGD 5, 82%);

  --  $600 million senior unsecured term loan due 2012 at
      Ba2 (LGD 5, 82%);

Ratings affirmed/assessments revised:

  --  $300 million 7% senior unsecured notes due 2014 at   
     Ba2 (LGD 5, 82% from LGD 5, 84%);

  -- $300 million floating rate senior unsecured notes
     due 2013 at Ba2 (LGD 5, 82% from LGD 5, 84%);

  -- Speculative grade liquidity rating -- SGL 1;

Ratings withdrawn:

  -- $700 million senior unsecured revolver due 2010 at
     Ba2;

  -- $600 million senior unsecured term loan due 2010 at
     Ba2

AutoNation, headquartered in Fort Lauderdale, Florida, is the
largest automotive retailer in the U.S.  It has 325 new vehicle
franchises in 16 states.  Revenue for the twelve months ended
September 2007, approximated $17.9 billion.


AVADO BRANDS: Asset Sale Hearing Scheduled for December 10
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
set a hearing Dec. 10, 2007, at 11:30 a.m., to consider approval
of the sale of substantially all of Avado Brands Inc. and its
debtor-affiliates' assets.

Objections to the sale, if any, are due on Dec. 3, 2007, at 4:00
p.m.

As reported in the Troubled Company Reporter on Nov. 12, 2007,
The Debtors ask the Court to sell substantially all of their
assets free and clear of all liens and interests.

The Debtors disclosed that they are selling their assets without
a stalking horse bidder, however, 14 bidders have qualified as
potential buyers as of Nov. 7, 2007.

The aggregate purchase price for the assets is yet to be
determined.

To participate in the auction, bids must be accompanied by a cash
deposit up to 5% more than the value of the bid; provided that the
Debtors' DIP lender, DDJ Capital Management LLC, is not required
to post any cash deposit in order to qualify to purchase the
assets.

In addition, DDJ Capital is entitled to a credit bid of its
entire secured claim up to approximately $51.5 million pursuant
to Section 363(k) of the Bankruptcy Code.  However, the Court has
yet to confirm approval of DDJ Capital's credit bid right.

On Oct. 16, 2007, the Court approved the Debtors' proposed bidding
procedure regarding the sale of their assets.

The Debtors said that Lane Berry & Co. International LLC, as
financial advisors, will assist them to market and sell all of
their assets.

                       About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining    
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.


AVADO BRANDS: BDO Seidman Okayed as Committee's Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Avado
Brands Inc. and its debtor-affiliates' chapter 11 cases obtained
authority from the United States Bankruptcy Court for the District
of Delaware for to retain BDO Seidman LLP, as its financial
advisor, nunc pro tunc to Sept. 17, 2007.

As reported in the Troubled Company Reporter on Oct. 23, 2007, BDO
Seidman is expected to:

   a. analyze the financial operations of the Debtors prepetition
      and postpetition, as necessary;

   b. analyze the financial operations of any proposed
      transactiosn for which the Debtors seek Court approval,
      but not limited to, postpetition financing, management
      compensation and employee incentive and severance plans;

   c. perform claims analysis for the Committee;

   d. conduct "four wall" financial analysis and verify the
      physical inventory of merchandise, supplies, equipment and
      other material assets and liabilities, as necessary, and
      their values;

   e. assist the Committee in its review of monthly statements of
      operations to be submitted by the Debtors;

   f. assist the Committee in its evaluation of cash flow and
      other projections prepared by the Debtors;

   g. scrutinize cash disbursements on an on-going basis for the
      period subsequent to the commencement of the case;

   h. analyze transactions with insiders, related and affiliated
      companies;

   i. analyze transactions with the Debtors' financing
      institutions;

   j. attend meetings of creditors and conference with
      representative of the creditor groups and their counsel;

   k. perform forensic investigating services, as requested by the
      Committee and counsel, regarding prepetition activities of
      the Debtors in order to identify potential causes of action;
      and

   l. perform other necessary services as the Committee or its
      counsel may request from time to time with respect to the
      financial, business and economic issues that may arise.

The firm's professionals and their compensation rates are:

      Designations                 Hourly Rate
      ------------                 -----------
      Partners/Managing Directors  $400 - $775
      Directors & Sr. Managers     $300 - $600
      Managers                     $225 - $375
      Seniors                      $175 - $275
      Staff                        $125 - $200

William K. Lenhart, a certified public accountant and partner of
the firm, assured the Court that the firm is "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Lenhart can be reached at:

   William K. Lenhart, CPA
   BDO Seidman LLP
   330 Madison Avenue
   New York, NY 10017-5001
   Tel: (212) 885-8000
   Fax: (212) 697-1299
   http://www.bdo.com/

                       About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining    
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.


AVADO BRANDS: Court OKs Pepper Hamilton as Panel's Del. Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditors in Avado Brands
Inc. and its debtor-affiliates' bankruptcy cases authority to
retain Pepper Hamilton LLP as its Delaware Counsel, nunc pro
tunc to Sept. 17, 2007.

As reported in the Troubled Company Reporter on Oct. 17, 2007,
the Committee expects Pepper Hamilton to:

   a. assist the Debtors' co-counsel as requested in representing
      the Committee;

   b. advise the Committee with respect to its rights, duties and
      powers in these cases;

   c. assist and advise the Committee in its consultations with
      the Debtors relating to the administration of these cases;

   d. assist the Committee in analyzing the claims of the Debtors
      creditors and the Debtors' capital structure and in
      negotiating with the holders of claims and, if appropriate,
      equity interests;

   e. assist the Committee's investigation of the acts, conduct,
      assets, liabilties and financial condition of the Debotrs
      and other parties involved with the Debtors, and of the
      operation of the Debtors' operations;

   f. assist the Committee in its analysis of, and negotiations
      with the Debtors or any other third party concerning matters
      related to, among other things, the assumption or rejection
      of certain leases of nonresidential real property and
      executory contracts, asset dispositions, financing
      transactions and the terms of plan of reorganization of
      liquidation for the Debtors;

   g. assist and advise the Committee as to its communications, if
      any, to the general creditor body regarding significant
      matters in these cases;

   h. represent the Committee at all hearings and other
      proceedings;

   i. review, analyze, and advise the Committee with respect to
      applications, order, statements of operations and schedules
      filed with the Court;

   j. assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interest and objectives; and

   k. peform other services as may be required and are deemed to
      be in interests of the Committee in accordance with the
      Committee's powers and duties as set forth in the Bankruptcy
      Code.

The firm' professionals and their billing rates are:

     Professional             Designation     Hourly Rate
     ------------             -----------     -----------
     David B. Straton, Esq.     Partner          $575
     Evelyn J. Meltzer, Esq.   Associate         $305
     Christopher Lano          Paralegal         $175  

     Designation                              Hourly Rate
     -----------                              -----------
     Partners                                 $400 - $690
     Special Counsels                         $400 - $690
     Counsels                                 $400 - $690
     Associates                               $250 - $320
     Paraprofessionals                            $175

David B. Straton, Esq., a partner of the firm, assured the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining      
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.   Otterbourg, Steindler, Houston & Rosen,
PC serve as co-counsels for the Official Creditors Committee.  In
their second filing, the Debtors disclosed assets and debts
between $1 million to $100 million.

                       About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining    
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.


BARNERT HOSPITAL: Court Okays Finkelstein as Collections Counsel
----------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Steven H. Finkelstein LLC as its collections
counsel.

As reported in the Troubled Company Reporter on Nov. 7, 2007,
the Debtor said that Steven H. Finkelstein is the sole
practitioner and founder of the firm.  Mr. Finkelstein has
represented the Debtor in the litigation titled: "President
Container, Inc. et al., Plaintiffs vs. PACE Local 1-300 Health
Fund, et al., Defendants", currently pending in the U.S. District
Court for the State of New Jersey, Civil Action No. 04-3885.

In that action, the Debtor sought to recover charges incurred for
treatment rendered to the late Antero E. Fernandez, from PACE
Local 1-300 Health Fund.  The unpaid charges incurred by Mr.
Fernandez in connection with the treatment rendered to him by the
Debtor total $253,419.

The Debtor told the Court that in the course of that
representation, the firm has been able to circumvent the Debtor's
apparent lack of standing to bring suit under ERISA against a
self-funded health plan and has been actively engaged in the
matter, including participation in lengthy and complicated
discovery regarding multiple parties who are potentially liable
for all or part of the Fernandez bill.  Mr. Finkelstein will:

   a) complete the discovery;

   b) participate in the case management and settlement
      conferences with the magistrate; and

   c) participate in the ensuing trial.

The Debtor will pay Mr. Finkelstein 20% of all charges billed by
the Debtor on account of treatment rendered to Mr. Fernandez.

Mr. Finkelstein assured the Court that he is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Finkelstein can be contacted at:

      Steven H. Finkelstein, Esq.
      Steven H. Finkelstein, LLC
      23 Clyde Road, Suite 201
      Somerset, NJ 08873

                     About Barnert Hospital

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.

The company filed for chapter 11 protection on Aug. 15, 2007
(Bankr. D. N.J. Case No. 07-21631).  David J. Adler, Esq., at
McCarter & English, LLP, represents the Debtor in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.  The Debtor's schedules reflect total assets of
$46,600,967 and total liabilities of $61,303,505.


BARNERT HOSPITAL: Taps Fox Rothschild as Special Labor Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Nathan and Miriam Barnert Memorial Hospital Association
to employ Fox Rothschild LLP as its special labor counsel.

As reported in the Troubled Company Reporter on Nov 7, 2007,
Fox Rothschild will continue to provide legal services to the
Debtor, in relation to the Debtor's issues with its union labor
contracts.

Stephen A. Ploscowe, Esq., a member at Fox Rothschild, told the
Court that the firm's professionals bill:

      Designation               Hourly Rate
      -----------               -----------
      Attorneys                 $190 - $595
      Paralegals                $100 - $235

Mr. Ploscowe assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Ploscowe can be contacted at:

      Stephen A. Ploscowe, Esq.
      Fox Rothschild LLP
      75 Eisenhower Parkway, Suite 201
      Roseland, NJ 07068
      Tel: (973) 992-4800
      Fax: (973) 992-9125
      http://www.foxrothschild.com/

                      About Barnert Hospital

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.

The company filed for chapter 11 protection on Aug. 15, 2007
(Bankr. D. N.J. Case No. 07-21631).  David J. Adler, Esq., at
McCarter & English, LLP, represents the Debtor in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.  The Debtor's schedules reflect total assets of
$46,600,967 and total liabilities of $61,303,505.


BCE INC: George Cope to Become CEO After OTPP Purchase Completion
-----------------------------------------------------------------
Teachers' Private Capital, the private investment arm of the
Ontario Teachers' Pension Plan, Providence Equity Partners Inc.,
and Madison Dearborn Partners, LLC, disclosed that George A. Cope
will assume the role of Chief Executive Officer of BCE and Bell
Canada upon closing of the group's pending acquisition of the
company.

Currently serving as President and Chief Operating Officer of Bell
Canada, Mr. Cope will continue to work closely with Michael J.
Sabia, the current CEO of BCE and Bell Canada, and management will
continue to report to the current board of directors until the
transaction closes.  Mr. Sabia announced on Sept. 21, 2007 that he
will depart the company upon completion of the acquisition
transaction.

Mr. Cope has extensive telecommunications leadership experience.  
He joined Bell Canada in 2005 as President and COO and leads the
Company's customer-facing units, including Residential (wireline,
Internet and video), Mobility, Enterprise, SMB and Wholesale.  
Prior to joining Bell, Mr. Cope served for five years as President
and CEO of TELUS Mobility.  Previously, he led national wireless
carrier Clearnet Communications as its President and CEO for 13
years.

"I am pleased and excited by the opportunity to lead BCE as it
enters a dynamic new era," Mr. Cope said.  "We have a strong
market position and compelling opportunities for profitable
growth.  We will continue adding to our innovative suite of
residential and business communications services while focusing on
providing all our customers with the highest quality service.  I
look forward to working with Teachers', Providence, Madison
Dearborn and the talented Bell team to continue to grow the
business in the years ahead."

"I would like to offer my sincere congratulations to George," said
Mr. Sabia. "Throughout his career George has demonstrated a deep
understanding of the telecom market and evolving customer needs.  
We have worked to simplify and strengthen Bell's core business,
delivering significant economic value to our shareholders.  I look
forward to continuing to work closely with George and the investor
group as we progress toward the successful close of the
transaction."

"We respect Michael's decision to step down and greatly appreciate
his valuable contributions and efforts during his tenure to
streamline BCE and provide the foundation for continued success,"
Jim Leech, President and CEO-designate, Ontario Teachers' Pension
Plan, said.  "We are fortunate to have George, a proven and
exceptional telecommunications executive, ready to lead BCE
forward.  He has a tremendous track record of driving growth and
innovation at leading telecommunications companies, and a deep
understanding of the Canadian marketplace.  We look forward to
working together with George and everyone at BCE to serve
customers and build value in the years ahead."

Mr. Cope serves on the Boards of Directors of BMO Financial Group
and NII Holdings, Inc. (formerly known as Nextel International),
and on the Advisory Board of the Richard Ivey School of Business
at the University of Western Ontario.  A past recipient of
Canada's Top 40 Under 40 Award, he holds an Honours Business
Administration degree from the University of Western Ontario.

The closing of the plan of arrangement involving BCE and the
investor group is subject to customary conditions, including the
receipt of regulatory approvals.  On Sept. 21, 2007, the
arrangement was approved at a Special Meeting of shareholders by
more than 97% of the votes cast by holders of common and preferred
shares.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing    
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BEAR STEARNS: S&P Lowers Ratings on 17 Loan Classes
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes from 10 Bear Stearns Asset Backed Securities I Trust
transactions.  Concurrently, S&P affirmed its ratings on 70
classes from the same Bear Stearns Asset Backed Securities I Trust
series.
     
The downgrades reflect collateral performance that has eroded
available credit support during recent months.  As of the October
2007 remittance period, cumulative losses ranged from 0.83%
(series 2004-FR3) to 2.21% (series 2004-HE4) of the original
principal balances.  Serious delinquencies (90-plus
days, foreclosures, and REOs) ranged from 10.07% (series 2004-BO1)
to 19.28% (series 2004-HE8) of the current principal balances.
     
The affirmations reflect stable collateral performance as of the
October 2007 remittance period.  Current and projected credit
support percentages are sufficient at the current rating levels.
     
Overcollateralization, excess spread, and subordination provide
credit enhancement for these transactions.
     
At issuance, the collateral backing the Bear Stearns Asset Backed
Securities Mortgage Loan Trust deals consisted of subprime fixed-
and adjustable-rate fully amortizing first-lien mortgage loans
secured by one- to four-family residential properties.


                        Ratings Lowered

          Bear Stearns Asset Backed Securities I Trust

                                            Rating
                                            ------
      Series       Class             To               From
      ------       -----             --               ----
      2004-FR1     M-8A,M-8B         B                BB+
      2004-FR2     M-8A,M-8B         B                BB+
      2004-FR3     M-7               B                BBB
      2004-HE4     M-7               CCC              BBB-
      2004-HE4     M-6               BB               BBB+
      2004-HE5     M-7               BB               BBB-
      2004-HE6     M-7A,M-7B         B                BBB-
      2004-HE7     M-7A,M-7B         BB-              BBB-
      2004-HE8     M-7A,M-7B         B                BBB-
      2004-HE9     M-7A,M-7B         B                BBB-
      2004-HE11    M-7               B                BB

                       Ratings Affirmed

          Bear Sterns Asset Backed Securities I Trust

         Series        Class                   Rating
         ------        -----                   ------
         2004-FR1      M-1                     AA+
         2004-FR1      M-2                     AA   
         2004-FR1      M-3                     A+
         2004-FR1      M-4,M-5                 A
         2004-FR1      M-6                     A-
         2004-FR1      M-7                     BBB+
         2004-FR2      M-1                     AA+
         2004-FR2      M-2                     AA
         2004-FR2      M-3                     AA-
         2004-FR2      M-4                     A+
         2004-FR2      M-5                     A
         2004-FR2      M-6                     BBB+
         2004-FR2      M-7                     BBB
         2004-FR3      M-1                     AA+
         2004-FR3      M-2                     AA
         2004-FR3      M-3                     AA-
         2004-FR3      M-4                     A+
         2004-FR3      M-5                     A
         2004-FR3      M-6                     A-
         2004-HE4      M-1                     AA+
         2004-HE4      M-2                     AA-
         2004-HE4      M-3                     A+
         2004-HE4      M-4                     A
         2004-HE4      M-5                     A-
         2004-HE5      M-1                     AA+
         2004-HE5      M-2                     AA-
         2004-HE5      M-3                     A
         2004-HE5      M-4                     A-
         2004-HE5      M-5                     BBB+
         2004-HE5      M-6                     BBB
         2004-HE6      M-1                     AA+
         2004-HE6      M-2                     AA-
         2004-HE6      M-3                     A
         2004-HE6      M-4                     A-
         2004-HE6      M-5                     BBB+
         2004-HE6      M-6                     BBB
         2004-HE7      I-A-2,I-A-3             AAA
         2004-HE7      M-1                     AA+
         2004-HE7      M-2                     AA-
         2004-HE7      M-3                     A+
         2004-HE7      M-4                     A
         2004-HE7      M-5                     A-
         2004-HE7      M-6                     BBB+
         2004-HE8      A                       AAA
         2004-HE8      M-1                     AA+
         2004-HE8      M-2                     AA
         2004-HE8      M-3                     A+
         2004-HE8      M-4                     A
         2004-HE8      M-5                     A-
         2004-HE8      M-6                     BBB+
         2004-HE9      III-A-2,III-A-1,I-A-3   AAA   
         2004-HE9      M-1                     AA+
         2004-HE9      M-2                     AA
         2004-HE9      M-3                     A+
         2004-HE9      M-4                     A
         2004-HE9      M-5                     A-
         2004-HE9      M-6                     BBB+
         2004-HE11     I-A-3,II-A-1,II-A-2     AAA
         2004-HE11     M-1                     AA
         2004-HE11     M-2                     A
         2004-HE11     M-3                     A-
         2004-HE11     M-4                     BBB+
         2004-HE11     M-5                     BBB
         2004-HE11     M-6                     BBB-


BOMBAY COMPANY: Can Hire Baker & McKenzie as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
authority to The Bombay Company Inc. and its debtor-affiliates to
employ Baker & McKenzie LLP as its special counsel, nunc pro tunc
to Oct. 18, 2007.

The firm is expected to:

   a) advise and represent the Debtors in matters relating to the
      closing of the Debtors' foreign branch offices and cessation
      of the Debtors' foreign operations in Taiwan, Malaysia,
      China, Vietnam, and other jurisdictions necessary;

   b) handle all aspects of the closing of foreign operations,
      including labor issues, management liability issues,
      liquidation of assets in those jurisdictions, and general
      compliance with local law; and

   c) assist the Debtors in the preservation, marketing and
      liquidation of foreign trademark and licensing assets.

David W. Parham, Esq., a principal at Baker & McKenzie, tells the
Court that the firm's professionals bill:

   Professional                  Designation        Hourly Rate
   ------------                  -----------        -----------

   * Dallas, Texas

   David Parham, Esq.            Principal             $525
   Jorge Gonzalez, Esq.          Partner               $460
   Laurie D. Babich, Esq.        Associate             $390
   Marcos Basso, Esq.            Associate             $380
   Enrique Flores-Trillo, Esq.   Associate             $270
   Wendi Wheeler                 Paraprofessional      $160

   * Shanghai, China

   Danian Zhang, Esq.            Principal             $825
   Chun Fai Lui, Esq.            Associate             $530
   Jeffrey P. Wilson, Esq.       Associate             $510
   Hua Jing                      Legal Assistant       $260
   Jane Peng                     Legal Assistant       $130

   * Ho Chi Minh City, Vietnam

   Frederick R. Burke, Esq.      Principal             $670
   Ha Thi Thanh Tran, Esq.       Associate             $280
   Thu Huong Dao, Esq.           Junior Associate      $170
   Thuy Hang Nguyen              Paralegal             $150
   Tran Yen Trang Phan           Paralegal             $120

   * Taipei, Taiwan

   Remington Huang, Esq.         Principal             $405
   Seraphim Mar, Esq.            Principal             $335
   Min-Hui Li, Esq.              Partner               $285
   Sandra Yu, Esq.               Associate             $205

   * Kuala Lumpur, Malaysia

   Brian H.G. Chia, Esq.         Principal             $445

Mr. Parham assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Parham can be contacted at:

      David W. Parham, Esq.
      Baker & McKenzie LLP
      2300 Trammell Crow Center
      2001 Ross Avenue
      Dallas, Texas  75201
      Tel:  (214) 978-3000
      Fax:  (214) 978-3099
      http://www.bakernet.com/

                      About Bombay Company

Basedc in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,  
sources and markets a unique line of home accessories, wall decor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured Creditors.  
Forshey & Prostok LLP is the Committee's local counsel.

As of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BOMBAY COMPANY: Panel Can Hire Lang Michener as Canadian Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Bombay Company
Inc. and its debtor-affiliates obtained permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Lang
Michener LLP as its Canadian counsel, nunc pro tunc Sept. 26,
2007.

Lang Michener is expected to:

   a. represent the Committee at hearings in the Canadian
      proceeding and any other related Canadian proceedings;

   b. advise the Committee and its United States professionals
      advisors on matters involving Canadian law and practice
      relevant to the Bankruptcy cases, including without
      limitation in relation to sale processes and procedures and
      assets dispositions;

   c. assist the Committee and its U.S. advisors in considering
      the impact of the Canadian sales process and issues
      affecting the Debtors and their estates, including, without
      limitation, the disposition of assets owned by the Debtors
      to facilitate the Canadian sale process;

   d. advise the Committee and its U.S. advisors on intercompany
      issues as between the Debtors and Bombay Canada impacting on
      the Debtors and their estates;

   e. assist with the Committee's investigation of the assets,
      liabilities and financial condition and operations of the  
      Debtors and Bombay Canada in Canada;

   f. assist the Committee and its U.S. advisors in analyzing,
      prospective claims and proving claims of the Debtors against
      Bombay Canada;

   g. assist the U.S. advisors in their analysis of, and
      negotiations with, the Debtors, Bombay Canada and third
      parties concerning matters related to, among other things,
      the sales processes being undertaken and the processes to be
      followed upon completion of the sale of the Debtors' assets
      and the assets of Bombay Canada and related issues;

   h. review and analyze all financial information, analyses,
      memoranda, pleadings, orders, reports and other documents as
      may be necessary in furtherance of the Committee's interest
      and objectives;

   i. prepare on behalf of the Committee any legal analyses,
      memoranda, pleadings, orders, reports and other documents as
      may be necessary in furtherance of the Committee's interest
      and objectives;

   j. assist and advise the U.S. advisors with respect to any
      other matters that they may request; and

   k. perform all other legal services prescribed by the Committee  
      and its U.S. advisors, which may be necessary and proper for
      the Committee to discharge its duties in these bankruptcy
      cases.

The firm's professionals standard hourly rates in Canadian
currency are:

      Designations                    Hourly Rate
      ------------                 -----------------
      Partners                     CDN$390 - CDN$795
      Associates                   CDN$260 - CDN$550
      Summer/Articling Students    CDN$170 - CDN$215
      Paralegals                    CDN$75 - CDN$245

Sheryl E. Seigel, Esq., an attorney of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Ms. Seigel can be contacted at:

      Sheryl E. Seigel, Esq.
      Lang Michener LLP
      Brookfield Place
      Suite 2500, 181 Bay Street
      Toronto, Ontario M5J 2T7
      Tel: (416) 360-8600
      Fax: (416) 365-1719
      http://www.langmichener.ca/

                      About Bombay Company

Basedc in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,  
sources and markets a unique line of home accessories, wall decor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured Creditors.  
Forshey & Prostok LLP is the Committee's local counsel.

As of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BON-TON STORES: Moody's Places All Ratings Under Review
-------------------------------------------------------
Moody's Investors Service placed all ratings of Bon-Ton Stores
Inc. under review for possible downgrade, including corporate
family rating of B1.  Moody's also downgraded Bon-Ton's
Speculative Grade Liquidity rating from SGL-2 to SGL-3.  The
review was prompted by Bon-Ton's continuing negative comparable
store sales trend, weak interest coverage, and Moody's concern
that the slowdown in consumer spending and weakness in the
company's markets will prevent it from maintaining a credit
profile consistent with its current rating.  The challenges the
company faces have already prompted it to revise its guidance
downward .  In addition, Bon-Ton, like other retailers, is very
seasonal and dependent on its fourth quarter to generate positive
cash flow and profits for its fiscal year.  The turmoil in the
capital markets, and the increasing uncertainty regarding the
economy and consumer confidence, make this holiday season more
challenging than in prior years.

Although, Moody's continues to believe that the Bon-Ton's
liquidity is adequate, the change in the company's Speculative
Grade Liquidity rating to SGL-3 reflects Moody's belief that over
the next twelve months the company is likely to rely more heavily
on external sources of liquidity to fund some of its ongoing cash
requirements, and that excess availability under its bank lines
will be less generous than historically.

Ratings places under review:

  -- Corporate family rating at B1
  -- Probability of default rating at B1
  -- $510 million senior unsecured notes at B3

Ratings downgraded:

  -- Speculative grade liquidity rating to SGL-3 from SGL-2

Moody's review will focus on the company's operating performance
and cash flow generation, and thus its ability to improve leverage
and interest coverage metrics, as was originally expected when the
ratings were assigned on February 17, 2006.  The review will also
focus on comparable store sales growth and liquidity.

Bon-Ton's SGL-3 liquidity rating reflects Moody's expectation that
the company will maintain adequate liquidity.  Moody's believes
that over the next 12-18 months the company's internal cash flow
generation will not be sufficient to cover all of the cash
requirements, including the working capital needs.  As a result,
Moody's anticipates that Bon-Ton is more likely to rely on
external sources of committed financing than it has done so in the
past.  The company has a $1.0 billion asset-based revolving credit
facility, which includes a first in, last out revolver of $100
million.  Bon-Ton had approximately $254 million available under
the revolver as of November 3, 2007 and about $22 million of cash
as of August 4.  The credit agreement contains one financial
covenant test, excess availability must exceed $75 million.  
Moody's anticipates that the company will have sufficient excess
availability Lastly, Bon-Ton has limited alternative sources of
liquidity since all of its assets are pledged to the bank facility
and mortgage loan banks

The Bon-Ton Stores, Inc. is a regional department store chain,
headquartered in York, Pennsylvania.  The company operates 280
stores in 23 Northeastern, Midwestern and upper Great Plains
states under Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott,
Elder-Beerman, Herberger's and Younkers nameplates and, under the
Parisian nameplate, stores in the Detroit, Michigan area.  
Revenues for the last twelve months ended August 4, 2007 were
approximately $3.6 billion.


BROTMAN MEDICAL: U.S. Trustee Appoints Nine-Member Creditors Panel
------------------------------------------------------------------
The U.S. Trustee for Region 16 appointed nine creditors to serve
on a Official Committee of Unsecured Creditors of Brotman Medical
Center Inc.'s Chapter 11 case.

The Creditors Committee members are:

   a) Pam Ricci
      Professional Hospital Supply
      41980 Winchester Road
      Temecula, CA 92590
      Tel: (951) 296-2600 ext. 1254
      Fax; (951) 296-2626

   b) Dr. Ian Armstrong
      Ian I.It. Armstrong MD, Inc.
      3831 Hughes Avenue, Suite 105
      Culver City, CA 90232
      Tel: (310) 836-7000 ext. 5068
      Fax: (310) 202-4149

   c) Rosine Ackerman
      Sodexho Inc. & Affiliate
      12920 Jolette Avenue
      Granada Hills, CA 91344
      Tel: (714) 361-3415
      Fax: (818) 831-0831
  
   d) Phillip A. Martin, Esq.
      Rehabcare Corp.
      2700 National City Tower
      Louiseville, KY 40202
      Tel: (502) 558-2000
      Fax: (502) 588-2020

   e) Larry Whitley
      Owens & Minor Inc.
      455 South Brea Canyon Road
      City of Industry, CA 91789
      Tel: (909) 444-65000
      Fax: (909) 468-9770

   f) Dough Ernest and John Anderson
      Medtronic Xomed/USA
      3850 Victoria Stree
      Shoreview, MO 55126
      Tel: (763) 514-0420
      Fax: (763) 367-3400

   g) Brad Kelly, CEO
      Adex Corporation
      5426 56th Commerce Park Blvd.
      Tampa, FL 33610
      Tel: (813) 622-76699
      Fax: (813) 622-7692

   h) Luana Murphy
      Exodus Management Services Inc.
      9808 Venice Blvd., Suite 700
      Culver City, CA 90232
      Tel: (310) 945-3350
      Fax: (310) 840-7023

   i) Christian L. Raisner, Esq.
      SEIU
      1001 Marina Village Parkway, Suite 200
      Alameda, CA 94501-1091
      Tel: (510) 337-1001
      Fax: (510) 337-1023

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of     
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 million and $100 million.


C-BASS 2002-CB2: Moody's Lowers Ratings on Three Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded ratings on three tranches
issued by C-BASS 2002-CB2 Trust, one tranche issued by Salomon
Mortgage Loan Trust, Series 2002-CB3 , and one tranche issued by
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB5.  
Moody's has upgraded one tranche issued by Salomon Mortgage Loan
Trust, Series 2002-CB3. Each trust's collateral consists primarily
of first-lien, subprime fixed and adjustable rate mortgage loans.  
These deals have low pool factors (all pool factors are lower than
13.96% as of October 2007).

The downgrades are driven by back ended losses that have eroded
credit support to a point where the subordinate tranches no longer
have sufficient enhancement levels to maintain their current
ratings in light of the anticipated losses.

Complete rating actions are:

Issuer: C-BASS 2002-CB2 Trust

  -- Cl. M-2, currently A2; downgraded to Baa1;
  -- Cl. B-1, currently Ba2; downgraded to Caa2;
  -- Cl. B-2, currently B1; downgraded to C;

Issuer: Salomon Mortgage Loan Trust, Series 2002-CB3 C-BASS
Mortgage Loan Asset-Backed Certificates

  -- Cl. M-1, currently Aa2; upgraded to Aaa;
  -- Cl. B-3, currently Ba1; downgraded to Caa1;

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2003-CB5

  -- Cl. B-3, currently Baa3; downgraded to B3;


CALPINE CORP: Files Updated Valuation Analysis
----------------------------------------------
Calpine Corporation and its debtor-affiliates have filed with the
U.S. Bankruptcy Court for the Southern District of New York an
updated valuation analysis of the total enterprise value of
Reorganized Debtors upon Chapter 11 emergence, in connection with
the Plan confirmation hearing that is set to begin on Dec. 17,
2007.

Calpine's financial advisor, Miller Buckfire & Co., LLC, prepared
the Updated Valuation Analysis, which supersedes the June 20
valuation analysis set forth in Calpine's Disclosure Statement,
which was approved by the Court on September 26.

In preparing its Updated Valuation Analysis, Miller Buckfire
reviewed, among other things, certain operating and financial
forecasts prepared by Calpine's management, including an updated
projection of cash earnings before interest, taxes, depreciation,
amortization, operating rent, and restructuring charges as of
November 1, 2007, for the period January 1, 2008 through Dec. 31,
2013.

The Cash EBITDAR projections, which were developed as part of
Calpine's ongoing efforts to update and refine its comprehensive
business plan, show increases in the company's projected Cash
EBITDAR as compared to its previous Cash EBITDAR projections
included in the initial Plan of Reorganization filed June 20.  The
Cash EBITDAR projections are based on the forecasted consolidated
financial results of Calpine and its non-debtor affiliates, and
take into account, among other things:

   -- forward curves for power and gas as of June 29, 2007;

   -- updated plant operating characteristics;

   -- contracts entered into at certain of Calpine's facilities
      since Calpine's April 2007 business plan;

   -- long-term gas price projections;

   -- market data, including regional supply and demand and the
      construction costs of power facilities in the markets in
      which Calpine operates;

   -- certain developments with carbon regulations that are
      projected to impact Calpine's operations; and

   -- decreased corporate overhead and selling, general, and
      administrative expense estimates.

Miller Buckfire also relied on the assumptions that:

   (i) the Effective Date occurs on December 31, 2007;

  (ii) the Debtors will have access to a credit facility as of
       the Effective Date; and

(iii) the Debtors will have an estimated $1,530,000,000 in cash
       and other assets available for distribution on the
       Effective Date.

Based on the methodologies and assumptions, Miller Buckfire
estimates that the total enterprise value of Reorganized Calpine
will range from $18,300,000,000 to $20,400,000,000, with a
midpoint of $19,350,000,000.  The Updated TEV includes an
estimated value for the Debtors' net loss operating carryforwards
of $900,000,000 to $1,100,000,000.

The Updated TEV, according to Calpine's press statement, shows a
decrease of approximately $900,000,000 in Reorganized Calpine's
estimated midpoint total enterprise value compared to Miller
Buckfire's estimated midpoint TEV.

The decrease, Calpine said, is a result of, among other things, a
general decrease in the market enterprise value of other publicly
traded companies and a general increase in market volatility, both
partially offset by the increases in Calpine's updated Cash
EBITDAR projections.

Miller Buckfire also estimates that Calpine's reorganized equity
value is between $8,800,000,000 and $8,860,000,000.  Based on a
hypothetical 500,000,000 shares of New Calpine Common Stock
outstanding, the illustrative value per share is estimated to
range from $17.60 to $17.72.

             Impact of Updated TEV on Claims Recovery

Miller Buckfire estimates that the Updated Reorganization Value is
$20,880,000,000.  Using the Updated Reorganization Value and the
Debtors' low-end Claims estimate, the Debtors estimate that:

   -- Holders of Allowed Unsecured Claims, other than Holders of
      Claims in Classes C-10, D, and E-2, will be paid their
      Allowed principal plus pre- and postpetition interest
      Claims in full; and

   -- Holders of Allowed Interests will receive $0.41 on account
      of each share of common stock.

Using the Updated Reorganization Value and the Debtors' high-end
Claims estimates, the Debtors estimate that postpetition interest
Claims will not be paid, and therefore:

   -- Holders of Allowed Claims in Classes C-2, C-5, C-7, C-8,
      and C-9 will recover 88.0% of their Allowed principal plus
      pre- and postpetition interest Claims; and

   -- Holders of Allowed Interests will receive no recovery on
      account of their common stock.

          Cash EBITDAR Projections as of November 1, 2007
                         ($ in millions)

                                      High Claims   Low Claims
                                      -----------   ----------
Updated TEV Midpoint                      $19,350      $19,350
Plus: Available Cash and Other Assets       1,533        1,533
                                      -----------   ----------
   Updated Reorganization Value           $20,883      $20,883

Non-Debtor Net Project Debt               (3,800)       (3,800)
DIP Facility Claims                       (3,970)       (3,970)
Administrative Claims                        (20)          (20)
Priority Tax Claims                          (76)          (71)
First Lien Debt Claims                       (58)          (58)
Second Lien Debt Claims                   (4,004)       (3,949)
Other Secured Claims                        (129)         (129)
Other Priority Claims                         (1)           (1)
Convenience Claims                           (23)          (22)
                                      -----------   ----------
   Updated Reorganized Equity Value        $8,801       $8,862

Senior Note Claims                           $953         $953
General Note Claims                         2,731        2,705
Subordinated Note Claims                      777          762
Canadian Settlement Claims                  2,548        2,548
Canadian Guarantee Claims                     200          150
Canadian Intercompany Claims                  259          259
Rejection Damage Claims                     1,237          847
General Unsecured Claims                      526          343
Unsecured Makewhole Claims                    101          101
CalGen Makewhole Claims                       288            -
                                      -----------   ----------               
                 
    Unsecured Claims                        $9,619      $8,667

Unsecured Claims Recovery                    <100%        100%

Notwithstanding the updated ranges of Claims estimates and the
Debtors' projected recoveries to Holders of Allowed Claims and
Interests in the low- and high-end Claims scenarios, based on an
individualized assessment of each material Disputed Claim and the
Updated Reorganization Value, the Debtors believe that the
litigation-risk adjusted outcome under the Plan is that:

   -- Holders of Allowed Claims in Classes C-2, C-5, C-7, C-8,
      and C-9 will receive 96.7% of their Allowed Claims for
      principal, prepetition interest, and postpetition interest;
      and

   -- Holders of Allowed Interests will receive no recovery.

A full-text copy of Calpine's Updated Valuation Analysis is
available at no charge at:

      http://bankrupt.com/misc/calpine_UpdatedValuation.pdf

                  About Calpine Corporation

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of the Plan is scheduled on Dec 18, 2007.  (Calpine
Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


CHEM RX: Appoints COO Steven Silva as New President
---------------------------------------------------
Chem Rx Corporation has appointed Steven Silva to president.  He
continues his role as chief operating officer.

Mr. Silva is responsible for overseeing the operations and
workflow at Chem Rx's five sites, with continued focus in sales,
marketing and client service.  As part of the implementation of
Chem Rx's technology platform, he is charged with improving the
company's operational efficiency and productivity to better serve
the needs of Chem Rx's clients.  In his new position, Mr. Silva is
responsible for interfacing with investors and analysts.

During his sixteen-year tenure at Chem Rx, Mr. Silva has served as
director of corporate operations and vice president of sales &
servicing.  Mr. Silva holds a B.A. in communications from New York
University.  He is involved with a number of charitable
organizations, inclusive of working closely with the Diabetes
Research Institute and New York University, and offering guidance
to over a dozen healthcare-related non-profit organizations
committees.

"I am very pleased to promote Steven to president, Jerry Silva,
chairman and chief executive officer, commented.  "His continued
leadership, dedication, and direction have been integral to our
expansion and development.  Steven has spearheaded our efforts to
grow the business to where it is today, and I look forward to his
continued contributions in this new role."

"I am proud of our accomplishments over the past four- plus
decades, enabling Chem Rx to become the third largest U.S.
institutional pharmacy," Mr. Silva remarked.  "We are committed to
providing a high level of service to our long- term care facility
customers and pursuing scalability as we strategically enter new
markets.  The recent transition to public ownership offers us
additional opportunities as we continue to pursue our growth
strategy.  I remain fully dedicated to Chem Rx during this very
exciting time and look forward to our continued progress as a
public company."

                     About Chem Rx Corp.

Headquartered in Long Beach, New York, Chem Rx Corp. --
http://www.chemrx.net/-- is a major, privately-owned long- term  
care pharmacy serving the New York City metropolitan area, well as
parts of New Jersey and Pennsylvania.  Founded more than 40 years
ago, Chem Rx's client base includes skilled nursing facilities and
a wide range of other long-term care facilities.  Chem Rx provides
to more than 61,000 residents prescription and non-prescription
drugs, intravenous medications, durable medical equipment items
and surgical supplies.

                        *     *     *

Moody's Investors Service placed Chem Rx Corporation's long term
corporate family and probability of default ratings at 'B2' in
September 2007.  The ratings still hold to date with a stable
outlook.


CLASS V: S&P Places Ratings Under Negative CreditWatch
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2, A-3, A-4, B, C, and Q com notes issued by Class V Funding III
Ltd.; on the class A-1, A-2, A-3, B, C-1, C-2, C combo, D combo,
and RA notes issued by Markov CDO I Ltd.; and on the class A1J,
A2, A3, B1, B2, B3, C, and I subordinated notes issued by TABS
2006-6 Ltd.  on CreditWatch with negative implications.  The
ratings on the class D and E notes issued by Markov CDO I Ltd.
remain on CreditWatch with negative implications, where they were
placed on Oct. 22, 2007.
     
Standard & Poor's notes that on Nov. 13, 2007, Class V Funding III
Ltd. triggered an event of default under section 5.1(d) of the
indenture dated Feb. 28, 2007, when it failed to maintain a
principal coverage ratio relating to the class A notes of at least
94.5%.  Markov CDO I Ltd. triggered an EOD under section 5.1(e) of
the indenture, dated May 1, 2007, when its class A EOD ratio fell
below 100%.  TABS 2006-6 Ltd. triggered an EOD under section
5.1(h) of the indenture, dated Nov. 16, 2006, after failing the
senior credit test.
     
When Standard & Poor's receives EOD notices, S&P place all
affected note ratings on CreditWatch with negative implications.


            Ratings Placed on Creditwatch Negative

                                                Rating
                                                ------
  Transaction                 Class      To               From  
  -----------                 -----      --               ----
Class V Funding III Ltd.    A-2        AAA/Watch Neg   AAA
Class V Funding III Ltd.    A-3        AAA/Watch Neg   AAA
Class V Funding III Ltd.    A-4        AA/Watch Neg    AA
Class V Funding III Ltd.    B          A/Watch Neg     A
Class V Funding III Ltd.    C          BBB/Watch Neg   BBB
Class V Funding III Ltd.    Q Com      BBB-/Watch Neg  BBB-
Markov CDO I Ltd.           A-1        AAA/Watch Neg   AAA
Markov CDO I Ltd.           A-2        AAA/Watch Neg   AAA
Markov CDO I Ltd.           A-3        AAA/Watch Neg   AAA
Markov CDO I Ltd.           B          AA/Watch Neg    AA
Markov CDO I Ltd.           C-1        A/Watch Neg     A
Markov CDO I Ltd.           C-2        A/Watch Neg     A
Markov CDO I Ltd.           C combo    A/Watch Neg     A
Markov CDO I Ltd.           D combo    BBB/Watch Neg   BBB
Markov CDO I Ltd.           RA notes   AAA/Watch Neg   AAA
TABS 2006-6 Ltd.            A1J        AA/Watch Neg    AA
TABS 2006-6 Ltd.            A2         BBB+/Watch Neg  BBB+
TABS 2006-6 Ltd.            A3         BB+/Watch Neg   BB+
TABS 2006-6 Ltd.            B1         BB-/Watch Neg   BB-
TABS 2006-6 Ltd.            B2         B/Watch Neg     B
TABS 2006-6 Ltd.            B3         B-/Watch Neg    B-
TABS 2006-6 Ltd.            C          CCC/Watch Neg   CCC
TABS 2006-6 Ltd.            I Sub      B+/Watch Neg    B+

           Ratings Remaining on Creditwatch Negative

         Transaction                  Class   Rating
         -----------                  -----   ------
         Markov CDO I Ltd.            D       BBB/Watch Neg
         Markov CDO I Ltd.            E       BB+/Watch Neg

                   Other Outstanding Ratings

         Transaction                  Class   Rating
         -----------                  -----   ------
         Class V Funding III Ltd.     S       AAA
         Class V Funding III Ltd.     A-1     AAA
         Markov CDO I Ltd.            S       AAA
         Markov CDO I Ltd.            A-0     AAA
         TABS 2006-6 Ltd.             A1S     AAA


COLONIAL ADVISORY: S&P Assigns Default Rating on Class B Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes issued by Colonial Advisory Services CBO I Ltd., a high-
yield CBO transaction originated in 1998, to 'D' from 'CC'.
     
The downgrade reflects factors that have negatively affected the
credit enhancement available to support the notes since the class
was downgraded in July 2003.  As of the Oct. 19, 2007, trustee
report, the class B notes had an overcollateralization ratio of
47.5%.
     
A public sale for the liquidation of all existing collateral
remaining in the portfolio was conducted on Nov. 16, 2007.  
However, the proceeds from the public sale of the collateral in
this transaction will be inadequate to pay down the remaining
balance of the B notes.
   

                         Rating Lowered
    
            Colonial Advisory Services CBO I Ltd.

                          Rating
                          ------
              Class      To      From   Balance
              -----      --      ----   -------
              B          D       CC               45.364


COPANO ENERGY: Prices $125 Mil. Offering of 8-1/8% Senior Notes
---------------------------------------------------------------
Copano Energy L.L.C. has priced an underwritten public offering of
$125 million in principal amount of its 8-1/8% Senior Notes due
2016.  The notes priced at 100.625% of par to yield 7.993% to the
par call on March 1, 2014.

The company has expected to close the sale of the notes on
Nov. 19, 2007, subject to customary closing conditions.  The
company intends to use the proceeds of the offering to reduce
indebtedness outstanding under its revolving credit facility and
pay offering expenses.

The notes were offered under the company's effective shelf
registration statement and constitute an additional issuance under
the indenture governing the company's 8-1/8% Senior Notes issued
on Feb. 7, 2006, and are fungible with the outstanding Senior
Notes.

The offering was underwritten by Banc of America Securities LLC as
the sole book-running manager.  Copies of the prospectus relating
to the notes can be obtained by calling Banc of America Securities
LLC toll-free at 1-800-294-1322.

                    About Copano Energy

Headquartered in Houston, Texas, Copano Energy LLC (Nasdaq: CPNO)
-- http://www.copanoenergy.com/-- is a midstream natural gas  
company with natural gas gathering, intrastate pipeline and
natural gas processing assets in the Texas Gulf Coast region and
in Central and Eastern Oklahoma.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Copano Energy LLC.  The outlook is positive.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
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.  The LGD rating on the notes was changed to B2 (LGD 5, 73%)
from B2 (LGD 5, 75%).  The rating outlook is positive.


COTT CORPORATION: Moody's Cuts Corporate Family Rating to B1
------------------------------------------------------------
Moody's Investors Service downgraded the CFR rating of Cott
Corporation to B1 from Ba3.  The outlook is negative.  This
concludes the review for downgrade initiated on Sept. 21, 2007.

These ratings were lowered:

Cott Corporation:

  -- Corporate Family rating to B1 from Ba3
  -- Probability of Default Rating to B1 from Ba3

Cott Beverages, Inc.:

  -- $275 million 8% senior sub notes due 2011 to B2, LGD 5;
     74% from B1, LGD 5; 74%

The downgrade resulted from deterioration in the company's
financial metrics as a result of i) a weak carbonated soft drink
market in North America due to the ongoing consumer shift away
from CSDs, ii) higher than expected promotional activity from
larger national branded competitors, iii) the pressure on margins
due to the rise in input costs including PET, high fructose corn
syrup and aluminum, and iv) delays in recognizing financial
benefits from restructuring initiatives and product innovation.

Cott's ratings continue to be pressured by adverse effects on
revenues and margins due to distribution and manufacturing costs,
the weak CSD market in North America and continued intense
competition from better capitalized competitors, as well as
challenges with the installation of its new aseptic line in the
UK, which resulted in a voluntary recall.  In addition to the
above, the company faces other business challenges such as,
historically high input costs, the impact of poor weather on sales
and an uncertain interest rate environment.

To mitigate these pressures, Cott initiated a restructuring plan
in 2005 to reduce its operating costs.  There have also been
significant senior level management changes.  In 2007 the company
implemented price increases to offset the rise in commodity costs,
and is working on new product launches to meet ongoing customer
demand for product innovation.  However, these initiatives have so
far failed to produce results in the form of improvement in
operating performance, cash flow, and credit metrics.  Gross
margin has been nearly halved in the last three years.  The
company has failed to turn around performance thus far and is
performing at or below the lower end of Moody's earlier
expectations.  At the same time, the B1 corporate family rating
recognizes Cott's strong position in the retailer-brands market.

The negative outlook reflects Moody's concern that the above
pressures will continue to impact profitability and cash flow as
well as uncertainty around the amount and timing of benefits from
restructuring initiatives and new product initiatives.  Further
ratings downgrade could result in the event of continued operating
weaknesses such that interest coverage remains below 1 times, or
Debt to EBITDA exceeds 4.5 times (using Moody's financial metrics
calculations).

Cott has good availability under its $250 million committed credit
facility to cover capital expenditures as well as its cash needs
during working capital buildup periods in the next twelve months.  
Also, it does not have material debt maturities over the next four
quarters.  However Moody's noted that Cott's liquidity has
weakened because of the decreased internal cash generation and
Moody's has concerns about covenant compliance.  The credit
facility has two financial covenants. Moody's believes that the
company may fail to be in compliance with its current covenants in
upcoming quarters, absent covenant relief, which is likely but not
assured.  The company has stated that it is monitoring the
situation and is in communication with its banks about its
expectations.

Headquartered in Toronto, Ontario, Cott Corporation is one of the
world's largest retailer-brand soft drink suppliers with a leading
position in take-home carbonate soft drink markets in the US,
Canada, and the UK.  Sales in 2006 were nearly $1.8 billion.


COUDERT BROTHERS: Selects Development Specialist as Consultant
--------------------------------------------------------------
Coudert Brothers LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to hire Development
Specialists Inc. as liquidation consultant for the Debtor and the
Official Committee of Unsecured Creditors.

Development Specialists will:

   a) familiarize itself with the Debtor's operations, assets and
      liabilities and the proceedings in the Debtor's Chapter 11
      case, in contemplation of DSI's eventual service as plan
      administrator or liquidation trustee following the
      confirmation of a plan of liquidation;

   b) assist in evaluating and implementing strategic and tactical
      options during the chapter 11 case;

   c) coordinate with the Debtor's personnel with respect to wind
      down services;

   d) assist in monitoring and managing cash strategies, tactics
      and processes;

   e) assist, if necessary, in negotiations with parties-in-
      interest and their representatives;

   f) participate in scheduled meetings of the Debtor's special
      situation committee and otherwise to the extent practicable;
      and

   g) generally assist the Debtor and the Committee in completing
      the efficient liquidation of this chapter 11 case.

DSI will be compensated as an independent contractor and will be
paid 80% of its fees and 100% of its expenses on a monthly basis
to the extent the Debtor's cash flow permits, subject to the
filing of a final fee application upon confirmation of a plan of
liquidation.

The Debtor will pay DSI at its normal and customary hourly rates.  
However, the compensation payable to DSI prior to confirmation of
a plan should not exceed $75,000 and any necessary food and
lodging expenses for DSI personnel should not exceed $450 per day.

The Debtor believes that DSI is well qualified to advise the
Debtor and the Committee in connection with liquidation matters
and to take actions as the Debtor, the Committee and their
respective counsel will deem advisable.  The Debtor further
believes that DSI is able to handle matters in an efficient and
cost-effective manner for the benefit of the estate.

The firm can be reached at:

             William A. Brandt, Jr.
             Development Specialists Inc.
             26 Broadway
             New York, NY 10004-1840
             Tel: (212) 425-4141
             Fax: (212) 425-9141
             http://www.dsi.biz/

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters LLP, represent the Debtor in
its restructuring efforts.  Kurtzman Carson Consultants LLC serves
as the Debtor's claims and noticing agent.  Brian F. Moore, Esq.,
and David J. Adler, Esq., at McCarter & English LLP, represent the
Official Committee Of Unsecured Creditors.  In its schedules of
assets and debts, Coudert listed total assets of $29,968,033 and
total debts of $18,261,380.


COUDERT BROTHERS: Wants Court to Approve New Staffing Scheme
------------------------------------------------------------
Coudert Brothers LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to modify its rights
and obligations to its remaining wind down staff and special
stipulation committee and establish compensation structure.

About July 31, 2006, before resigning as chairman of Coudert's
executive committee and pursuant to the wind-down authorization,
Anthony Williams designated Patricia Kane, Charles B. Keefe, and
Eddy W. Friedfeld, as his successors on the SSC of Coudert, and
all decision making authority for Coudert was vested in this SSC.

The stipulation modifying rights and obligations of the Debtor's
remaining wind down staff and SSC provides for the termination of
the employment agreements of the the Debtor with the members of
the SSC as well as J. Brian Rees as of Sept. 30, 2007.

                     Wind Down Staff Reductions

As part of the stipulation, the Debtor agreed to implement these
actions:

   a. effective Aug. 15, 2007 and continuing to Sept. 30, 2007,
      Mr. Keefe will reduce compensation and services by 60% (and
      will continue to work for the Debtor two days per week);
                                               5
   b. effective Sept. 1, 2007 and continuing to Sept. 30, 2007,
      Ms. Kane will reduce compensation and services by 40% (and
      will continue to work for the Debtor three days per week);

   c. effective Sept. 1, 2007 and continuing to Sept. 30, 2007,
      Mr. Rees will reduce compensation and services by 20% (and
      will continue to work for the Debtor four days per week).

                    Post September 30 Issues

The parties to the stipulation agreed on staffing and compensation
from the SSC members after Sept. 30, 2007.

Harrison J. Goldin, appointed as examiner in the case on Feb. 15,
2007, and the Debtor determined the staff needed to perform all
essential functions.  As such and according to the stipulation,
the Debtor will retain two employees to continue wind down
functions.

The stipulation provides that the compensation incurred and
payable to the relevant individuals and other wind down staff
members after Sept. 30, 2007 will be payable currently by the
Debtor or its estate as an administrative expense.  These
individuals' compensation will have priority over other
administrative expenses, except as otherwise expressly provided by
the stipulation.  Also, pursuant to the stipulation, these
individuals will be indemnified by the Debtor and the estate for
their reasonable out-of-pocket expenses.

Mr. Keefe and Mr. Friedfeld will continue to serve as members of
the SSC and be compensated for their services at the rate of $300
per hour.  Ms. Kane will continue to serve as SSC member and will
be paid in accordance with her retainer agreement, if and to the
extent applicable.  These individuals have the right to resign
from the SSC at any time.

In addition, in exchange for the waivers by Ms. Kane and Mr.
Keefe, up to $10,000 in legal fees and expenses incurred by them
with respect to provision of future consulting services and the
negotiation of their management transition will be payable by
the estate as an administrative expense.

                       Compensation Waiver

The stipulation likewise provides for substantial reductions to
compensation entitlements for the individuals beginning as of Jan.
1, 2007.  For example, certain compensation payable to Ms. Kane
and Mr. Keefe on an administrative expense basis, will be allowed
as claims of unsecured creditors of the Debtor.  These allowed
claims will be payable on the same basis as payments are made to
non-partner general unsecured creditors of the Debtor.

The Court has set a hearing at 10:00 a.m. on Nov. 28, 2007 to
consider approval of the Debtor's request.  Objections to the
Debtor's motion should be filed by Nov. 26, 2007.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters LLP, represent the Debtor in
its restructuring efforts.  Kurtzman Carson Consultants LLC serves
as the Debtor's claims and noticing agent.  Brian F. Moore, Esq.,
and David J. Adler, Esq., at McCarter & English LLP, represent the
Official Committee Of Unsecured Creditors.  In its schedules of
assets and debts, Coudert listed total assets of $29,968,033 and
total debts of $18,261,380.


COUNTRYWIDE: Fitch Takes Ratings Actions on Various Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these Countrywide
mortgage certificate transactions:

CWMBS 2003-1

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

CWMBS 2003-2

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

CWMBS 2003-3

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

CWMBS 2003-4

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

CWMBS 2003-7

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

CWMBS 2003-8

  -- Class A affirmed at 'AAA'.

CWMBS 2003-10

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

CWMBS 2003-11

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

CWMBS 2003-14

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

CWMBS 2003-15

  -- Class A affirmed at 'AAA'.

CWMBS 2003-18

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

CWMBS 2003-20

  -- Class A affirmed at 'AAA'.

CWMBS 2003-24

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

CWMBS 2003-26

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

CWMBS 2003-28

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

CWMBS 2003-29

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

CWMBS 2003-34

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

CWMBS 2003-35

  -- Class A affirmed at 'AAA'.

CWMBS 2003-39

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

CWMBS 2003-40

  -- Class A affirmed at 'AAA'.

CWMBS 2003-41

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

CWMBS 2003-44

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

CWMBS 2003-50

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

CWMBS 2003-57

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

CWMBS 2003-J1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J2

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J3

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J4

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J6

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J7

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J8

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J9

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J10

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J13

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J15

  -- Class A affirmed at 'AAA'.

The collateral of the above transactions primarily consists of 30-
and 15-year fixed-rate mortgage loans extended to prime borrowers
and are secured by first liens, primarily on one- to four-family
residential properties.  As of the October 2007 distribution date,
the above transactions are seasoned from 46 (series 2003-J15) to
57 (series 2003-1) months.  The pool factors (current mortgage
loan principal outstanding as a percentage of the initial pool)
range from 17% (series 2003-J1) to 57% (series 2003-44).  
Countrywide Home Loans Servicing, LP (rated 'RMS2+' by Fitch) is
the master servicer for all of the above transactions.

The affirmations, affecting approximately $7.50 billion of
outstanding certificates, reflect a stable relationship between
credit enhancement and future loss expectations.


COUNTRYWIDE: Moody's Downgrades Ratings on 79 Tranches
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 79
tranches and has placed under review for possible downgrade the
ratings of 17 tranches from 34 deals issued by Countrywide in 2006
and late 2005.  Additionally, five downgraded tranches remain on
review for possible downgrade.  The collateral backing these
classes consists of primarily first lien, fixed and adjustable-
rate, Alt-A mortgage loans.

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

Complete List of Rating Actions:

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-J12

  -- Cl. 1-B-1, Downgraded to B1, previously Baa3,
  -- Cl. 2-M-2, Downgraded to Baa2, previously A2,
  -- Cl. 2-B-1, Downgraded to Caa1, previously Baa2,
  -- Cl. 2-B-2, Downgraded to Ca, previously Baa3.

Issuer: CHL Mortgage Pass-Through Trust 2005-HYB8

  -- Cl. I-B-3, Downgraded to B1, previously Ba2,
  -- Cl. II-B-1, Downgraded to A3, previously A2,
  -- Cl. II-B-2, Downgraded to Ba3, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-63

  -- Cl. B-1, Downgraded to A3, previously A2,
  -- Cl. B-2, Downgraded to Ba3, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-67CB

  -- Cl. B-2, Downgraded to Baa3, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-71

  -- Cl. M Currently Aa3 on review for possible downgrade,
  -- Cl. B-1, Downgraded to Baa2, previously A3,
  -- Cl. B-2, Downgraded to B3, previously Baa3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-72

  -- Cl. M-5, Downgraded to Baa2, previously Baa1,
  -- Cl. M-6, Downgraded to Ba2, previously Baa3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-69

  -- Cl. M-6, Downgraded to Ba3, previously Ba2

Issuer: CHL Mortgage Pass-Through Trust 2005-HYB10

  -- Cl. B-1, Downgraded to Baa2, previously A2,
  -- Cl. B-2, Downgraded to B2, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-80CB

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-84

  -- Cl. B-1, Downgraded to Baa1, previously A2,
  -- Cl. B-2, Downgraded to Ba2, previously Baa2,
  -- Cl. B-3, Downgraded to Caa2, previously Ba2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-81

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. B-1, Downgraded to Baa3, previously Baa1,
  -- Cl. B-2, Downgraded to B1, previously Baa2,
  -- Cl. B-3, Downgraded to B3, previously Baa3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-76

  -- Cl. M-8, Downgraded to Ba3, previously Ba2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-82

  -- Cl. B-1, Downgraded to A2, previously A1,
  -- Cl. B-2, Downgraded to Baa2, previously A3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-83CB

  -- Cl. B-2, Downgraded to Ba3, previously Baa2
  -- Cl. B-3, Downgraded to B3 on review for possible further
     downgrade, previously Ba2,

  -- Cl. B-4, Downgraded to Caa3, previously B2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-AR1

  -- 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 Ba1, previously A1,
  -- Cl. M-5, Downgraded to B3, previously A2,
  -- Cl. M-6, Downgraded to Caa3, previously A3,
  -- Cl. M-7, Downgraded to C, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-J1

  -- Cl. B-2, Downgraded to B3, previously Baa3.

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB1

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-HY3

  -- Cl. M Currently Aa3 on review for possible downgrade,
  -- Cl. B-1, Downgraded to Ba1, previously A3,
  -- Cl. B-2, Downgraded to B3 on review for possible further
downgrade, previously Baa3.

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB2

  -- Cl. B-1, Downgraded to A3, previously A2,
  -- Cl. B-2, Downgraded to Ba1, previously Baa2,

Issuer: CWMBS, Inc. Mortgage Pass-Through Certificates, Series
2006-7

  -- Cl. M-1 Currently Aa2 on review for possible downgrade.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-HY10

  -- Cl. M Currently Aa3 on review for possible downgrade,
  -- Cl. B-1, Downgraded to Ba1, previously A3,
  -- Cl. B-2, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-12CB

  -- Cl. B-2, Downgraded to Ba2, previously Baa3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-HY11

  -- Cl. M-8, Downgraded to Baa2, previously Baa1,
  -- Cl. M-9, Downgraded to Baa3, previously Baa2,
  -- Cl. M-10, Downgraded to Ba3, previously Baa3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-17T1

  -- Cl. M-1 Currently Aa3 on review for possible downgrade,
  -- Cl. M-3, Downgraded to Ba1, previously A3.

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB4

  -- Cl. M Currently Aa2 on review for possible downgrade,
  -- Cl. B-1, Downgraded to Ba2, previously A2,
  -- Cl. B-2, Downgraded to B3 on review for possible further
     downgrade, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-HY12

  -- Cl. B-1, Downgraded to Baa1, previously A2,
  -- Cl. B-2, Downgraded to B1, previously Baa2.

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB5

  -- Cl. B-1, Downgraded to Baa2, previously A2,
  -- Cl. B-2, Downgraded to B1, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-26CB

  -- Cl. B-1, Downgraded to Baa3, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-J5

  -- Cl. M Currently Aa3 on review for possible downgrade,
  -- Cl. B-1, Downgraded to Ba3, previously A3,
  -- Cl. B-2, Downgraded to B3, previously Baa3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-29T1

  -- Cl. M-1 Currently Aa3 on review for possible downgrade,
  -- Cl. M-3, Downgraded to Ba2, previously A3,
  -- Cl. M-5, Downgraded to B3, previously Baa2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-J7

  -- Cl. 2-M-9 Currently Aa3 on review for possible downgrade,
  -- Cl. 2-M-10, Downgraded to Ba1, previously Baa1,
  -- Cl. 2-M-11, Downgraded to Ba3, previously Baa3,
  -- Cl. 2-B-1, Downgraded to B1, previously Ba2,
  -- Cl. 2-B-2, Downgraded to B2, previously B1.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-39CB

  -- Cl. M-2 Currently Aa3 on review for possible downgrade,
  -- Cl. M-3, Downgraded to Baa2, previously A2,
  -- Cl. M-4, Downgraded to Ba2, previously A3,
  -- Cl. M-5, Downgraded to Ba3, previously Baa1,
  -- Cl. M-6, Downgraded to B1, previously Baa2,
  -- Cl. M-7, Downgraded to B1, previously Baa3,
  -- Cl. B-1, Downgraded to B2, previously Ba1,
  -- Cl. B-2, Downgraded to B3, previously Ba2.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-41CB

  -- Cl. 2-B-2, Downgraded to Ba2, previously Baa3.

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-45T1

  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa1, previously A1,
  -- Cl. M-5, Downgraded to Ba1, previously A2,
  -- Cl. M-6, Downgraded to Ba3, previously A3,
  -- Cl. M-8, Downgraded to B1, previously Baa2,
  -- Cl. M-9, Downgraded to B2, previously Baa3,
  -- Cl. B-1, Downgraded to B3 on review for possible further
     downgrade, previously Ba2.


COUNTRYWIDE BANK: Moody's Confirms C- Strength Rating
-----------------------------------------------------
Moody's confirmed the Baa3 senior debt ratings of Countrywide
Financial Corporation and Countrywide Home Loans, Inc. and the C-
bank financial strength rating and Baa1 deposit rating of
Countrywide Bank FSB.  The outlook for all ratings is negative.  
This concludes a rating review that was initiated on August 16,
2007.

When placing the company under review for possible downgrade in
August Moody's stated that key rating factors for CFC were 1)
liquidity, 2) the potential for significant marks and provisions
on mortgage assets and the related impact on profitability and
capital levels and 3) potential franchise impairment.

In regards to its liquidity, positive developments related to
Countrywide Bank are the build up of greater than $10 billion in
cash and liquid investments, third party deposits returning to
June 30, 2007 levels and continued increases in Federal Home Loan
Bank capacity.  The non-bank entities, CFC and CHL, have also
enhanced their liquidity position.  However, these entities must
service $7.3 billion of MTN maturities and the likely repurchase
of $2 billion in convertible notes in Q4 2008. Despite the
improvements in the liquidity profile of CFC and CHL the negative
outlook reflects Moody's view that the company will likely need to
monetize non-agency mortgage assets in an expected difficult
environment to service these obligations.

The company recorded a significant loss in Q3 2007 driven by
credit charges on residential mortgage loan inventory and
provisions on held-for-investment loans.  "Moody's considers it
likely the company will experience additional mark-downs and
elevated provisioning in the coming quarters, possibly resulting
in additional consolidated losses, but not to the extent of
significantly impairing capital," said Moody's Vice President
Craig Emrick.

Finally, Moody's continue to evaluate Countrywide's franchise for
possible impairment.  The company's required strategic shifts in
origination channel, product mix and secondary market activities
are likely to result in lower profitability than was historically
achieved.  The negative outlook reflects that the full extent of
these issues will be revealed over the longer term.  Currently the
company remains one of the U.S.'s largest residential mortgage
originators and servicers.

Outlook Actions:

Issuer: Countrywide Bank FSB

  -- Outlook, Changed to Negative from Rating Under Review

Issuer: Countrywide Capital I

  -- Outlook, Changed to Negative from Rating Under Review

Issuer: Countrywide Capital III

  -- Outlook, Changed to Negative from Rating Under Review

Issuer: Countrywide Capital IV

  -- Outlook, Changed to Negative from Rating Under Review

Issuer: Countrywide Capital V

  -- Outlook, Changed to Negative from Rating Under Review

Issuer: Countrywide Financial Corporation

  -- Outlook, Changed to Negative from Rating Under Review

Issuer: Countrywide Home Loans, Inc.

  -- Outlook, Changed to Negative from Rating Under Review

Confirmations:

Issuer: Countrywide Bank FSB

  -- Bank Financial Strength Rating, Confirmed at C-
  -- Issuer Rating, Confirmed at Baa1
  -- OSO Rating, Confirmed at P-2
  -- Deposit Rating, Confirmed at P-2
  -- OSO Senior Unsecured OSO Rating, Confirmed at Baa1
  -- Senior Unsecured Deposit Note/Takedown, Confirmed at Baa1
  -- Senior Unsecured Deposit Rating, Confirmed at Baa1

Issuer: Countrywide Capital I

  -- Preferred Stock Preferred Stock, Confirmed at Ba1

Issuer: Countrywide Capital III

  -- Preferred Stock Preferred Stock, Confirmed at Ba1

Issuer: Countrywide Capital IV

  -- Preferred Stock Preferred Stock, Confirmed at Ba1

Issuer: Countrywide Capital V

  -- Preferred Stock Preferred Stock, Confirmed at Ba2

Issuer: Countrywide Financial Corporation

  -- Multiple Seniority Shelf, Confirmed at (P)Ba2
  -- Subordinate Regular Bond/Debenture, Confirmed at Ba2
  -- Senior Unsecured Conv./Exch. Bond/Debenture, Confirmed at
     Baa3
  -- Senior Unsecured Commercial Paper, Confirmed at P-3
  -- Senior Unsecured Medium-Term Note Program, Confirmed at
     Baa3
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa3

Issuer: Countrywide Home Loans, Inc.

  -- Commercial Paper, Confirmed at P-3
  -- Junior Subordinated Regular Bond/Debenture, Confirmed at
     Ba1
  -- Junior Subordinated Shelf, Confirmed at (P)Ba1
  -- Multiple Seniority Shelf, Confirmed at (P)Ba1
  -- Senior Unsecured Medium-Term Note Program, Confirmed at
     Baa3
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa3

Countrywide Financial Corporation is a leading originator and
servicer of residential mortgages based in Calabasas, Califoria.  
At Sept. 30, 2007 the company reported assets of $209 billion and
equity of $15.3 billion.


COUNTRYWIDE FIN'L: Denies Rumors of Possible Bankruptcy Filing
--------------------------------------------------------------
Countrywide Financial Corp. said bankruptcy filing is unlikely
given its $35.4 billion of "highly reliable liquidity," Bloomberg
News reports.

"The rumors are absolutely false," Rick Simon, a spokesman for
Countrywide, told Bloomberg.

According to Bloomberg, investors in credit-default swaps have
began demanding upfront payments to take on risks that Countrywide
might not pay its debts in the next five years.

The move pushed Countrywide stock to a seven-year low Tuesday on
concern that the home lender is suffering a renewed cash shortage
and might seek bankruptcy protection, Bloomberg relates.

                       Funding Modification

As reported in the Troubled Company Reporter on Nov. 13, 2007,
Countrywide modified its funding structure by reducing its
reliance on the public debt and non-agency secondary mortgage
markets after credit rating agencies downgraded the company's debt
ratings due to current market conditions and constrained
liquidity, the company's Nov. 9, 2007 regulatory filing with the
Securities and Exchange Commission disclosed.

Specifically, Countrywide:

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

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

   * procured other sources of financing, including:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


CREATIVE NEIGHBORS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Creative Neighbors Always Sharing, Inc.
        3847 South Western Avenue
        Los Angeles, CA 90062

Bankruptcy Case No.: 07-20697

Type of Business: The Debtor provides shelter to the homeless.

Chapter 11 Petition Date: November 19, 2007

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Frederick A. McNeill, Esq.
                  2011 Arlington Avenue
                  Los Angeles, CA 90018
                  Tel: (310) 497-2124

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


CREDIT SUISSE: S&P Affirms Ratings on 23 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 23
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2004-C4.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Oct. 17, 2007, remittance report, the collateral pool
consisted of 173 loans with an aggregate trust balance of $1.100
billion, compared with 179 loans totaling $1.163 billion at
issuance.  The master servicer, KeyBank Real Estate Capital Inc.,
reported financial information for 98% of the nondefeased loans.  
Ninety-three percent of the servicer-provided information was
full-year 2006 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.64x, up
from 1.47x at issuance.  There are two delinquent loans ($3.7
million) in the pool: one is 90-plus-days delinquent and the other
is 30-plus-days delinquent. Both delinquent loans are with the
special servicer, J.E. Robert Cos.  To date, the trust has not
experienced any losses.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $404.9 million (37%) and a weighted average
DSC of 1.67x, up from 1.59x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures, and all of the
collateral was characterized as "good."
     
The aforementioned delinquent loans are the only assets with the
special servicer.  The Temple Gardens loan is 90-plus-days
delinquent with a total exposure of $2.2 million.  A 153-unit
multifamily property in Temple, Texas, secures the loan, which was
transferred to JER in October 2007 because of payment default.  An
appraisal completed in September 2007 valued the property at $2.5
million on an as-is basis.
     
The Favalora Apartments loan is 30-days delinquent and has a total
exposure of $1.6 million.  The loan is secured by a 60-unit
multifamily property in Arabi, Louisiana.  The property was badly
damaged from Hurricane Katrina and approximately 33% of the units
are operational.  The borrower is involved in a lawsuit with the
insurance company disputing the insurance settlement.  Once the
final insurance settlement has been determined, repair work on the
damaged units will continue.
     
KeyBank reported a watchlist of 11 loans ($67.6 million, 6%).  The
Oak Grove Apartments loan ($16.5 million, 2%) is the largest loan
on the watchlist.  The loan is secured by a 369-unit multifamily
property in Miami, Florida.  The loan appears on the watchlist
because the property reported a year-end 2006 DSC of 0.33x.
     
The Deerpath Court Shopping Center loan ($12.3 million, 1%) is the
second-largest loan on the watchlist.  The loan is cross-
collateralized and cross-defaulted with the Village Square
Shopping Center loan, and together the two loans comprise the
fifth-largest exposure ($31.5 million, 3%) in the pool.  The
Deerpath Court loan is secured by a 153,052-sq.-ft. retail
property in Lake Zurich, Illinois.  The loan is on the watchlist
because the former largest tenant at the property (24% net
rentable area) vacated the property after rejecting the lease in
bankruptcy proceedings.  As of June 30, 2007, the
property was 63% occupied.  For the year ended Dec. 31, 2006, the
DSC for this loan was 1.42x.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the rating
affirmations.
       
                        Ratings Affirmed
     
                 CSFB Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-C4
   
              Class    Rating   Credit enhancement
              -----    ------    ----------------
              A-1      AAA                       20.00
              A-1A     AAA                       20.00
              A-2      AAA                       20.00
              A-3      AAA                       20.00
              A-4      AAA                       20.00
              A-5      AAA                       20.00
              A-6      AAA                       20.00
              A-J      AAA                       13.58
              B        AA                         9.96
              C        A                          7.63
              D        A-                         6.72
              E        BBB+                       5.56
              F        BBB                        4.78
              G        BBB-                       3.49
              H        BB+                        3.23
              J        BB                         2.85
              K        BB-                        2.33
              L        B+                         1.94
              M        B                          1.68
              N        B-                         1.29
              A-X      AAA                         N/A
              A-Y      AAA                         N/A
              A-SP     AAA                         N/A

                     N/A - Not applicable.


CRIIMI MAE: $3.4 Million Losses Prompt S&P's Default Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
F commercial mortgage-backed securities pass-through certificates
from CRIIMI Mae Trust I series 1996-C1 to 'D' from 'B-'.  
Concurrently, S&P affirmed its 'B' rating on class E from the same
transaction.
     
The downgrade follows principal losses totaling $3.4 million to
class F.  The affirmation reflects credit support levels that
adequately support the current rating on class E.
     
As of the Oct. 30, 2007, remittance report, the collateral pool
consisted of six classes of subordinated fixed-rate CMBS pass-
through certificates in four distinct CMBS transactions issued in
1995 and 1996 with an aggregate principal balance of
$60.7 million.  The trust's collateral is from these transactions:

     -- Asset Securitization Corp.'s series 1995-D1 (34%);

     -- Lehman Bros. Commercial Conduit Mortgage Trust's series
        1995-C2 (33%);

     -- Asset Securitization Corp.'s series 1996-D2 (22%); and

     -- Fannie Mae Aces' series 1996-M1 (11%).
     
The four referenced CMBS transactions are collateralized by 65
loans with a current outstanding principal balance of $244.6
million.  While no loans are currently delinquent or with the
special servicer, there are five loans totaling $9.0 million that
appear on the master servicer's watchlist.  The trust collateral
has property type concentrations in lodging (53%), multifamily
(29%), manufactured housing (14%), and retail (4%).  Only three
states represent more than 8% of the pooled balance: Illinois
(13%), Michigan (11%), and Virginia (9%).
     
The collateral consists of CMBS pass-through certificates rather
than mortgage loans.  As such, losses associated with the loans
are first realized by the CMBS trusts that issued the pass-through
certificates. Realized losses on the first-loss positions will
result in principal losses in reverse sequential order to the
classes from CRIIMI Mae Trust I's series 1996-C1.   Currently,
first-loss positions account for 50% of the collateral.  
Subordination is available to absorb various losses experienced by
the remaining collateral before CRIIMI Mae Trust I's series 1996-
C1 certificates are affected.  Standard & Poor's analysis included
loss projections on the underlying collateral and an evaluation of
the impact of those losses on the transaction's capital structure.  
The resultant credit support level adequately supports the
affirmed rating.
    

                         Rating Lowered

                       CRIIMI Mae Trust I
       Commercial mortgage-backed securities pass-through
                   certificates series 1996-C1

                     Rating
                     ------
          Class     To     From    Credit enhancement
          -----     --     ----     ----------------
          F         D      B-             0.00%

                        Rating Affirmed
     
                       CRIIMI Mae Trust I
       Commercial mortgage-backed securities pass-through
                   certificates series 1996-C1

           Class     Rating        Credit enhancement
           -----     ------         ----------------
           E         B                   14.12%


CSFB ABS: Realized Losses Prompt S&P to Downgrade Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage-backed securities from CSFB ABS Trust Series
2001-HE16 and removed two of these ratings from CreditWatch with
negative implications.  Furthermore, S&P affirmed its ratings on
one additional class from this transaction and on nine classes
from three additional transactions.  Concurrently, S&P removed one
of the affirmed ratings from CreditWatch negative.
     
The downgrades of classes B, M-1, and M-2 from series 2001-HE16
reflect realized losses that have exceeded monthly excess interest
cash flow, thereby reducing overcollateralization (O/C).  As a
result, O/C has dropped to $408,874 (compared with a $1,414,006
target).  S&P's loss projections indicate that the
current performance trends may further compromise credit support
for these classes.  Furthermore, this transaction has sizable loan
amounts that are severely delinquent (90-plus days, foreclosures,
and REOs), which suggests that the unfavorable performance trends
are likely to continue.  Severe delinquencies of $3,865,000 were
9.5x the O/C of $408,874 for the transaction.  As of the October
2007 remittance report, cumulative realized losses of $11,633,152
were 4.11% of the original pool principal balance.
     
S&P removed the rating on class B from CreditWatch negative
because S&P lowered it to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.
     
The rating affirmations reflect both current and projected credit
support percentages that meet or exceed the loss coverage levels
for the current ratings.  Hard credit support levels (O/C plus
subordination) for the most junior (nondefaulted) classes of each
transaction are (dollar amount, % of current pool balance):

     -- series 2001-HE8: $4,436,126, 19.2%;
     -- series 2001-HE25: $3,289,540, 13.3%; and
     -- series 2002-HE16: $1,327,203, 5.5%.

In addition, these transactions have seen significant improvements
in severe delinquencies over the past year. Severe delinquencies
are:

     -- series 2001-HE8: $3,206,000, a 31.6% improvement over
        the past year;

     -- series 2001-HE25: $6,581,000, a 24.6% improvement over
        the past year; and

     -- series 2002-HE16: $3,075,000, a 54.2% improvement over
        the past year.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Additionally, series 2001-HE16
benefits from loan-level primary mortgage insurance policies
issued by Mortgage Guaranty Insurance Corp. on loans with original
loan-to-value ratios exceeding 60%.  In this series, 64.05% of
such loans were covered at origination.  Furthermore, two
certificates from two series have additional support from a bond
insurance policy issued by Financial Security Assurance Inc.
('AAA' financial strength rating).  The affirmations of the bond-
insured classes are based on the financial strength of the related
insurer.  The collateral for these series consists of 30-year,
fixed- and adjustable-rate, first- and second-lien subprime
mortgage loans secured by one- to four-family residential
properties.

     Ratings Lowered and Removed from Creditwatch Negative

                       CSFB ABS Trust

                                      Rating
                                      ------
         Series      Class      To               From
         ------      -----      --               ----
         2001-HE16   M-2        BB               BBB/Watch Neg
         2001-HE16   B          CCC              B/Watch Neg

                         Rating Lowered

                         CSFB ABS Trust

                                      Rating
                                      ------
          Series      Class      To               From
          ------      -----      --               ----
          2001-HE16   M-1        BBB              AA+

     Rating Affirmed and Removed from Creditwatch Negative

                         CSFB ABS Trust

          Series      Class      To               From
          ------      -----      --               ----
          2001-HE25   M-2        A                A/Watch Neg

                       Ratings Affirmed
    
                        CSFB ABS Trust

         Series      Class                       Rating
         ------      -----                       ------
         2001-HE8    A-1, M-1                    AAA
         2001-HE16   A*                          AAA
         2001-HE25   A-1*, A-IO, M-1             AAA
         2002-HE16   M-1                         AA+
         2002-HE16   M-2                         A+
         2002-HE16   B-1                         BBB+


                  *Denotes bond-insured class.


DEUTSCHE MORTGAGE: Moody's Affirms Ratings on 28 Cert. Classes
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 28 classes of
Deutsche Mortgage & Asset Receiving Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-CD2 as:

  -- Class A-1, $57,837,594, affirmed at Aaa
  -- Class A-2, $239,000,000, affirmed at Aaa
  -- Class A-3, $53,000,000, affirmed at Aaa
  -- Class A-AB, $111,000,000, affirmed at Aaa
  -- Class A-4, $839,906,000, affirmed at Aaa
  -- Class A-1A, $307,926,397, affirmed at Aaa
  -- Class A-1B, $517,774,939, affirmed at Aaa
  -- Class A-M, $305,934,000, affirmed at Aaa
  -- Class A-J, $217,979,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $22,945,000, affirmed at Aa1
  -- Class C, $34,417,000, affirmed at Aa2
  -- Class D, $38,242,000, affirmed at Aa3
  -- Class E, $49,714,000, affirmed at A2
  -- Class F, $42,066,000, affirmed at A3
  -- Class G, $38,242,000, affirmed at Baa1
  -- Class H, $34,418,000, affirmed at Baa2
  -- -Class J, $34,418,000, affirmed at Baa3
  -- Class K, $15,296,000, affirmed at Ba1
  -- Class L, $11,473,000, affirmed at Ba2
  -- Class M, $11,472,000, affirmed at Ba3
  -- Class N, $7,649,000, affirmed B1
  -- Class O, $7,648,000, affirmed at B2
  -- Class P, $7,648,000, affirmed at B3
  -- Class VPM-1, $10,300,000, affirmed at Baa1
  -- Class VPM-2, $18,200,000, affirmed at Baa2
  -- Class VPM-3, $2,700,000, affirmed at Baa2
  -- Class VPM-4, $18,800,000, affirmed at Baa3

As of the October 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 0.5%
to $3.09 billion from $3.10 billion at securitization.  The
Certificates are collateralized by 198 mortgage loans.  The loans
range in size from less than 1.0% to 9.7% of the pool, with the
top 10 loans representing 30.4% of the pool.  No loans have
defeased.  There are two shadow rated loans representing 12.2% of
the pool.  The pool has not realized any losses since
securitization.  One loan, representing 1.1% of the pool, is in
special servicing.  Moody's is not estimating a loss from this
specially serviced loan currently.  Eight loans, representing 4.8%
of the pool, are on the master servicer's watchlist.  Moody's was
provided with full-year 2006 operating results for 97.0% of the
performing loans.  Moody's loan to value ratio ("LTV") for the
conduit component is 105.4%, compared to 106.0% at securitization.

The largest shadow rated loan is the Villas Parkmerced Loan
($300.0 million -- 9.7%), which is secured by a 3,221-unit
apartment complex located in San Francisco, California.  There is
additional debt in the form of B Notes - $50.0 million (Junior
Trust Component), a $200.0 million Junior Non-Trust Component and
$28.0 million of mezzanine debt.  The Junior Trust Component
supports non-pooled Classes VPM-1, VPM-2, VPM-3 and VPM-4.  The
loan is interest only for its entire term.  Moody's current shadow
rating is A3, the same as at securitization.

The second largest shadow rated loan is the SunTrust Center Loan
($77.0 million -- 2.5%), which is secured by a 30-story office
tower, a seven-story commercial and office building, an eight-
story atrium and a six--level parking garage located in Orlando,
Florida.  The loan is interest only for its entire term. Moody's
current shadow rating is Baa3, the same as at securitization.

The top three conduit loans represent 8.6% of the outstanding pool
balance.  The largest conduit loan is the Valley View Center Loan
($125.0 million -- 4.0%), which is secured by the borrower's
interest in a 1,570,978 square foot (733,459 square feet of
collateral) regional mall located in Dallas, Texas.  The mall is
anchored by Dillard's, Sears, Macy's and J.C. Penney.  Only J.C.
Penney is part of the collateral.  Performance has declined due to
higher expenses. The loan is interest only for its entire term.  
Moody's LTV is 118.9%, compared to 113.2% at securitization.

The second largest conduit loan is the Westin Philadelphia Hotel
Loan ($72.0 million -- 2.3%), which is secured by a 290-room hotel
located in Philadelphia, Pennsylvania.  The property is part of
Liberty Place, a 2.4 million square foot mixed use complex.  As of
December 2006 RevPAR was $165.70, compared to $146.70 at
securitization.  The loan is interest only for its entire term.  
Moody's LTV is 113.6%, compared to 126.5% at securitization.

The third largest conduit loan is the Rock Pointe Corporation
Center Loan ($68.8 million -- 2.2%), which is secured by four
class A office buildings totaling 565,746 square feet and located
in Spokane, Washington.  As of October 2007 occupancy was 92.4%,
compared to 91.7% at securitization.  Performance has declined due
to higher expenses.  Moody's LTV is 117.1%, compared to 111.3% at
securitization.


DIANE LYON: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Diane Elaine Lyon
        aka Diane E. Frazier
        aka Diane E. Jones
        7101 Calumet Road
        Amarillo, TX 79106

Bankruptcy Case No.: 07-20546

Chapter 11 Petition Date: November 16, 2007

Court: Northern District of Texas (Amarillo)

Debtor's Counsel: Thomas A. Bunkley, Jr., Esq.
                  Barras & Bunkley
                  P.O. Box 9175
                  Amarillo, TX 79105
                  Tel: (806) 372-2552

Total Assets: $309,746

Total Debts:  $1,155,640

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Piasano Natural Gas, Inc.                            $268,535
4500 West I-40, Suite C
Amarillo, TX 79106

Amarillo Natural Gas, Inc.                           $117,264
2915 W. IH40
Amarillo, TX 79109

Internal Revenue Service       2002, 2003, 2004      $108,526
Special Procedures Staff       and 2005 taxes
Mail Code 5020-DAL
1100 Commerce Street,
Room 9B8
Dallas, TX 75242

G.M.A.C.                       1st lien on           $38,022
                               automobile
                               2007 Chevy Tahoe
                               Leased vehicle;
                               value of security:
                               $38,000

Bank of America                                      $8,315

Randy Sherrod                                        $5,500

Chase                                                $5,423

Dillards                                             $5,330

Wells Fargo Financial Bank                           $2,045

B.S.A. Hospital                                      $1,774

Lowes                                                $1,013

Hagos Tekeste                                        $203

Kohl's                                               $185

G.A.P.                                               $30


DOBSON COMMUNICATIONS: Moody's Lifts Rating with Stable Outlook
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Dobson Communications Corporation to Ba3 with a stable outlook
from B2 following completion of the acquisition of Dobson by AT&T
Inc. ("AT&T", A2/ Stable Senior Unsecured Rating) on November 15,
2007.  The ratings upgrade reflects Moody's view that the
acquisition of Dobson by AT&T materially enhances Dobson's
standalone credit profile despite the fact that AT&T does not plan
to guarantee any of Dobson's debt obligations.  The magnitude of
the rating's lift has been capped at two notches based on Moody's
published methodology to rating non-guaranteed subsidiaries.  

Concurrent with this rating action, Moody's upgraded the various
instrument ratings of Dobson and its subsidiaries, Dobson Cellular
Systems and American Cellular Corporation pursuant to Moody's
loss-given-default methodology and as listed below.  Finally,
Moody's said it will withdraw all ratings for Dobson and its
subsidiaries as AT&T has repaid the DCS and ACC bank facilities
and intends to redeem all of Dobson's, DCC's and ACC's outstanding
debt securities.  This concludes the ratings review commenced when
the acquisition agreement between AT&T and Dobson was announced in
July 2007.

Upgrades:

Issuer: American Cellular Corporation

  -- Senior Secured Bank Credit Facility, Upgraded to 37 -
     LGD3, Ba2 from 39 - LGD3, B1

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to 60 -
     LGD4, B1 from 63 - LGD4, B3

Issuer: Dobson Cellular Systems, Inc

  -- Senior Secured Bank Credit Facility, Upgraded to 0 - LGD
     1, Baa3 from 0 - LGD 1, Ba2

  -- 1st Lien Senior Secured Regular Bond/Debenture, Upgraded
     to 13 - LGD2, Baa3 from 14 - LGD2, Ba2

  -- 2nd Lien Senior Secured Regular Bond/Debenture, Upgraded
     to 39 - LGD3, Ba2 from 40 - LGD3, B1

Issuer: Dobson Communications Corporation

  -- Probability of Default Rating, Upgraded to Ba3 from B2

  -- Corporate Family Rating, Upgraded to Ba3 from B2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
     89 - LGD5, B2 from 89 - LGD5, Caa1
  -- Senior Unsecured Regular Bond/Debenture, Upgraded to 89 -
     LGD5, B2 from 89 - LGD5, Caa1

Outlook Actions:

Issuer: American Cellular Corporation

  -- Outlook, Changed to Stable from Rating Under Review

Issuer: Dobson Cellular Systems, Inc

  -- Outlook, Changed to Stable from Rating Under Review

Issuer: Dobson Communications Corporation

  -- Outlook, Changed to Stable from Rating Under Review

Headquartered in Oklahoma City, Dobson Communications Corporation
provides wireless service in rural and suburban areas of the US.


ELLIOTT HOLDING: Case Summary & 173 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Elliott Holding Company
        3000 Cabot Boulevard West, Suite 200
        Langhorne, PA 19047

Bankruptcy Case No.: 07-18142

Debtor-affiliate filing separate Chapter 11 petitions on November
19, 2007:

        Entity                                     Case No.
        ------                                     --------
        Valley Suburban Associates, L.P.           07-27002

Debtor-affiliates filing separate Chapter 11 petitions on June 10,
2007:

        Entity                                     Case No.
        ------                                     --------
        Bella Vista Associates, L.L.C.             07-18134
        Forest Walk Associates, L.L.C.             07-18135
        Stony Brook Court Associates, L.L.C.       07-18136
        Wilshire Woods Associates, L.L.C.          07-18138
        S.P. Associates, L.L.C.                    07-18139
        Heritage Associates NJ, L.P.               07-18140
        Northgate at Heritage, L.L.C.              07-18141
        The Elliott Building Group, Ltd.           07-18143
        High Meadow Estates Associates, L.P.       07-18144
        Preserves at Hilltown Associates, L.P.     07-18145
        Ridings at Brandywine Associates, L.P.     07-18146
        Rydal Waters Associates, L.P.              07-18147
        Clover View Associates, L.P.               07-18148
        Promenade at Sycamore, L.P.                07-18149
        Elliott Residential, L.L.C.                07-18150
        New Hope Realty, Inc.                      07-18151
        E.B.G. Real Estate Services, Inc.          07-18153
        Land Solutions, Inc.                       07-18154

Type of Business: The Debtor is a home builder.  See
                  http://www.elliottbuildinggroup.com/

Chapter 11 Petition Date: June 10, 2007

Court: District of New Jersey (Camden)

Debtor's Counsel: Aris J. Karalis, Esq.
                  Maschmeyer Karalis, P.C.
                  413 Route 70 East, Suite 300
                  Cherry Hill, NJ 08034
                  Tel: (856) 428-8400

Financial Condition of Debtor-affiliate filing separate Chapter 11
petitions on November 19, 2007:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Valley Suburban             $1 Million to         $1 Million to
Associates, L.P.            $100 Million          $100 Million

Financial Condition of Debtor-affiliates filing separate Chapter
11 petitions on June 10, 2007:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Elliott Holding Company     $1 Million to         $1 Million to
                            $100 Million          $100 Million

Bella Vista Associates,     $1 Million to         $1 Million to
L.L.C.                      $100 Million          $100 Million

Forest Walk Associates,     $1 Million to         $1 Million to
L.L.C.                      $100 Million          $100 Million

Stony Brook Court           $1 Million to         $1 Million to
Associates, L.L.C.          $100 Million          $100 Million

Wilshire Woods Associates,  $1 Million to         $1 Million to
L.L.C.                      $100 Million          $100 Million

S.P. Associates, L.L.C.     $1 Million to         $1 Million to
                            $100 Million          $100 Million

Heritage Associates NJ,     $1 Million to         $1 Million to
L.P.                        $100 Million          $100 Million

Northgate at Heritage,      $1 Million to         $1 Million to
L.L.C.                      $100 Million          $100 Million

The Elliott Building Group, $1 Million to         $1 Million to
Ltd.                        $100 Million          $100 Million

High Meadow Estates         $1 Million to         $1 Million to
Associates, L.P.            $100 Million          $100 Million

Preserves at Hilltown       $1 Million to         $1 Million to
Associates, L.P.            $100 Million          $100 Million

Ridings at Brandywine       $1 Million to         $1 Million to
Associates, L.P.            $100 Million          $100 Million

Rydal Waters Associates,    $1 Million to         $1 Million to
L.P.                        $100 Million          $100 Million

Clover View Associates,     $1 Million to         $1 Million to
L.P.                        $100 Million          $100 Million

Promenade at Sycamore,      $1 Million to         $1 Million to
L.P.                        $100 Million          $100 Million

Elliott Residential,        $1 Million to         $1 Million to
L.L.C.                      $100 Million          $100 Million

New Hope Realty, Inc.       $10,000 to             Less than
                            $100,000               $10,000

EBG Real Estate Services,   $10,000 to           $100,000 to
Inc.                        $100,000            $1 Million

Land Solutions, Inc.        $10,000 to            $10,000 to
                            $100,000              $100,000

A. Elliott Holding Company's 20 Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
National City Bank                                 $15,997,078
One South Broad Street
Philadelphia, PA 19107

Bernard National Loan                              $10,929,720
Investors
745 Fifth Avenue
18th Floor
New York, NY 10151

Citizens Bank                                       $5,463,547
2001 Market Street
Philadelphia, PA 19103

Key Bank                                            $3,270,685
4035 Ridge Top Road
Suite 570
Fairfax, VA 22030

Longstone Real Estate                               $3,034,999
Partners, L.L.C.
Attention: Matthew D.
Brunner
456 Main Street
Reiterstown, MD 21136

Abington Bank                                       $2,549,476
180 Old York Road
Jenkintown, PA 19046

Beneficial Savings Bank                             $2,528,744
530 Walnut Street
Philadelphia, PA 19106

P.N.C. Real Estate                                  $2,133,360
Finance
1600 Market Street
Philadelphia, PA 19103

Firstrust Bank                                      $1,976,805
15 East Ridge Pike
Conshohocken, PA 19428

The Bancorp Bank                                    $1,585,000
405 Silverside Road
Wilmington, DE 19809

Continental Bank                                    $1,573,948
620 West Germantown Pike
Plymouth Meeting, PA
19462

Atlantic Residential Fund                           $1,307,472
V, L.L.C.
465 Main Street
Reisterstown, MD 21136

Colonial Bank                                       $1,100,000
85 West Broad Street
P.O. Boc 776
Bridgeton, NJ 08302

Shelly Enterprises                                    $728,893
P.O. Box 175
Perkasie, PA 18944

Sterling Kitchen Sales,                               $741,721
Inc.
981 South Bolmar Street
Unit B
West Chester, PA 18914

Four Brothers                                         $639,905
Construction Company
920 Old Dolington Road
Newtown, PA 18940

Sunrise Concrete Co.                                  $469,702
P.O. Box 435
Rushland, PA 18956

G-Boys Excavating, Inc.                               $420,633
340 East Fleming Pike
Hammonton, NJ 08037

Ed Wood Custom Drywall                                $367,015
6 Enterprise Court
Sewell, NJ 08080

C.J.'s Mechanical, Inc.                               $329,699
1733 Glassboro Road
Williamstown, NJ 08094

B. Bella Vista Associates, LLC's Four Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Mark and Danielle Brenza                              $101,240
12 Chestnut Court
Mullica Hill, NJ 08062

Alyson E. and Eric D.                                  $98,424
Newman
2 Heron Lane
Millville, NJ 08332

Brian R. and Francine D.                               $94,080
Pomarici
38 Meadowyck Drive
Laurel Springs, NJ 08021

James and Jennifer Reilly                              $64,510
1313 Mulberry Lane
Williamstown, NJ 08094

C. Forest Walk Associates, LLC's 11 Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Fortune Insulation                                     $40,000
Construction, Inc.
6599 Delilah Road
Egg Harbor Township, NJ
08234

Annette Campbell and                                   $24,690
Ernest Campbell, Jr.
119 Poplar Street
Carteret, NJ 07008

Alberto and Madeline                                   $23,254
Rivera
510 Henry Drive
Milleville, NJ 08332

Lowie and Cristine Mallari                             $21,930
Lily Shui

Timothy and Jeneen Callahan                            $20,647

Harold C. Colbert                                      $18,993

Lawrence and Viola George                              $18,628

Mitzi and Mark Cabahug                                 $18,096

William J. Thomasson                                   $16,298

Gregory and Sonya Ivanovs                              $14,995

Eunice Kwei-Ankrah and                                 $10,800
Roberta Bortu

D. Stony Brook Court Associates, LLC's Largest Unsecured Creditor:

Entity                                           Claim Amount
------                                           ------------
Washington Township Tax                                 $2,031
Office
P.O. Box 1106
Turnersville, NJ 08012

E. Wilshire Woods Associates, LLC's Largest Unsecured Creditor:

Entity                                           Claim Amount
------                                           ------------
Atlantic City Electric                                    $707
P.O. Box 4875
Trenton, NJ 08650

F. S.P. Associates, LLC's 20 Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Christian Antczak                                      $55,323
401 St. Thomas Drive
Egg Harbor Twp., NJ 08234

Emmanuel O. Udoh                                       $54,005
700 North Franklin
Boulevard, Apartment 1408
Pleasantville, NJ 08232

Jeffry and Tina Alava                                  $51,343
95-23 133rd Street
South Richmond Hill, NY
11419

Kenneth B. and Marsha E.                               $46,460
Moore

Douglas L. and Robin L.                                $45,249
Godshall

Edgar C. and Marie Elena                               $44,203
Cajilig

Jason Sales Gonzales                                   $44,068

Donale and Ann Cheatle                                 $43,830

Efren and Ruth Aldover                                 $43,420

Louis M. and Debra L.                                  $43,187
Sbarra

Harry and Tammie Brubaker                              $42,990

Thomas and Kelly Burns                                 $42,909

Bruce Muenzenberger                                    $41,866

James Yu and Xilin Liu                                 $41,378

Arwin V. and Sona N. David                             $41,225

Joseph C. and Maria G.                                 $40,423
Fernandes

Judy Virgiline and Thomas                              $40,309
Cruz

Ba Ly and Betty D. Ngo                                 $39,656

Maria J. and Stephen Catral                            $38,705

Elwood and Viviana Faunce                              $38,640

G. Heritage Associates NJ, LP's Two Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Nicholas and Lucille M.                                $29,273
Yushchak
400 Smith Lane
Runnemede, NJ 08078

Alberta Weintraub                                      $25,000
2524 Brookfield Street
Vineland, NJ 083613

H. Northgate at Heritage, LLC's 16 Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Charles and Mary M. Cannuli                            $54,357
334 Oakland Avenue
Bellmawr, NJ 08031

Albert Monte and Lorraine                              $41,769
Casalunovo
14 Vicksburg Road
Laurel Springs, NJ 08021

Michael P. and Patricia                                $39,676
Cooney
448 Kismet Road
Philadelphia, PA 19115

Richard and Florence G.                                $38,285
Fioravanti

Alphone W. and Renee Orio                              $37,520

Jennifer Thomas                                        $35,599

Robert D. and Carolyn J.                               $33,930
Dickson

Terence and Catherine A.                               $33,078
McCarthy

Gloria A. Chestnut                                     $32,457

Gisela D. Geinger                                      $32,887

Carl H. and Amelia Brown                               $31,944

Marie D. Gushue                                        $30,680

George D. Yarsunas                                     $30,562

Richard T. Whelan                                      $30,523

Dorothy Houseman                                       $28,350

Anthony F. and Frances                                 $19,708
Natale

I. The Elliott Building Group, Ltd's 20 Largest Unsecured
Creditors:

Entity                                           Claim Amount
------                                           ------------
Bank of America                                    $16,722,337
111 Westminster Street
Providence, RI 02903

Peninsula Bank                                     $10,400,000
1520 Ringling Boulevard
Sarasota, FL 34236

Wilmington Trust                                    $9,280,500
1100 North Market Street
Wilmington, DE 19890

Citizens Bank                                       $5,463,547
2001 Market Street
Philadelphia, PA 19103

Key Bank                                            $3,720,685
4035 Ridge Top Road
Suite 570
Fairfax, VA 22030

Longstone Real Estate                               $3,034,999
Partners, L.L.C.
Attention: Matthew D.
Brunner
456 Main Street
Reiterstown, MD 21136

Chesapeake 5th Avenue                               $2,096,337
Partners, L.L.C.
Main Street
Reiterstown, MD 21136

Firstrust Bank                                      $1,976,805
15 East Ridge Pike
Conshohocken, PA 19428

Atlantic Residential Fund                           $1,307,472
V, L.L.C.
465 Main Street
Reisterstown, MD 21136

Sunsrise Concrete Co.,                                $849,561
Inc.
P.O. Box 435
Rushland, PA 18956

Sterling Kitchen Sales,                               $733,220
Inc.
981 South Bolmar Street,
Unit B
West Chester, PA 18914

Shelly Enterprises                                    $728,893
P.O. Box 175
Perkasie, PA 18944

Four Brothers Construction                            $707,621
Co.
920 Old Dolington Road
Newtown, PA 18940

G-Boys Excavating, Inc.                               $545,401
340 East Fleming Pike
Hammonton, NJ 08037

Ed Wood Custom Drywall                                $390,919
6 Enterprise Court
Sewell, NJ 08080

Murphy Architectural                                  $383,603
Group
1450 East Boot Road
Suite 100B
West Chester, PA
19380-5927

Van Cleef Engineering                                 $353,326
Association
501 North Main Street
Doylestown, PA 18901

William Bowman Associates,                            $352,309
Inc.
551 Cooper Road
P.O. Box 330
West Berlin, NJ 08091-0330

C.J.'s Mechanical, Inc.                               $346,783
1773 Glassboro Road
Williamstown, NJ 08094

Allan A. Meyers                                       $339,528
P.O. Box 98
Worcester, PA 19490

J. High Meadow Estates Associates does not have any creditors who
are not insiders.

K. Preserves at Hilltown Associates, LP's Six Largest Unsecured
Creditors:

Entity                                           Claim Amount
------                                           ------------
Joseph and Marguerite                                  $74,190
Cooper
4205 Minnie Lane
Hatboro, PA 19040

Brian Ricca                                            $73,400
105 Brighton Court
Perkasie, PA 18944

Daniel and Mary Hojlo                                  $53,913
607 Bellflower Boulevard
Warrington, PA 18976

David and Heather Weber                                $45,000

Jonathan and Janet Russell                             $43,061

Howard and Maryellen Downs                             $33,950

L. Ridings at Brandywine Associates, LP's Largest Unsecured
Creditor:

Entity                                           Claim Amount
------                                           ------------
Comcast Cable                                             $335
P.O. Box 3005
Southeastern, PA
19398-3005

M. Rydal Waters Associates, LP's 15 Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
J.B. Constructors, Inc.                               $109,469
P.O. Box 1108
Buckingham, PA 18912

James J. and Geraldine V.                             $100,456
Clark
356 Evergreen Road
Jenkintown, PA 19046

Lydia Wilson Parker                                    $96,409
1388 Lindbergh Avenue
Philadelphia, PA 19001

Wrenton and Donna Wright                               $74,340

Van Cleef Engineering                                  $71,094
Association

Shaheed and Jamilia Sanders                            $41,739

Lloyd and Sarah Mitchell                               $40,245

Sunrise Concrete Company,                              $29,932
Inc.

Keystone Municipal Engineer                            $11,500

Blue Flame Gas Service                                    $596

New View Home Remodelers,                                 $500
Inc.

Relief Rentals, Inc.                                      $395

Waste Management of PA, Inc.                              $302

Nationwide Exterminating                                  $164

Aqua Pennsylvania, Inc.                                    $76

N. Clover View Associates, LP's Two Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Margaret M. and Kenneth J.                             $86,142
Del Rossi
12028 Lake Estates Avenue
Baton Rouge, LA 70810

Earl Wallo and Christa L.                              $74,670
Graback-Wallo
225 Merion Lane
Easton, PA 18042

O. Promenade at Sycamore, LP's Three Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Beneficial Savings Bank                             $1,425,000
530 Walnut Street
Philadelphia, PA 19106

Van Cleef Engineering                                 $123,292
Association
339 Amwell Road
P.O. Box 5877
Hillsborough, NJ 08844

P.E.C.O. Energy                                            $18
P.O. Box 37629
Philadelphia, PA 19101

P. Elliott Residential, LLC does not have any creditors who are
not insiders.

Q. New Hope Realty, Inc's Nine Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Klunk & Millan Advertising                              $2,260
1431 West Chew Street
Allentown, PA 18102-3658

Joseph M. Adams, Esq.                                   $1,225
200 Highpointe Drive
Suite 209
Chalfont, PA 18914

REAMARK                                                   $869
10095 Scripes Ranch Court
Suite 100
San Diego, CA 92131

State of New Jersey                                       $459
Division of Taxation

Construction Clean-Up,                                    $270
L.L.C.

Uniforce Staffing Service                                 $222

Commonwealth of PA                                        $210

R.C.N.                                                    $160

Parkland School District                                   $94
Tax Office

R. EBG Real Estate Services, Inc's 20 Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Philadelphia Newspapers,                               $59,056
Inc.
P.O. Box 822063
Philadelphia, PA
19182-2063

Brendan Boroski                                        $39,598
Advertising
320 North Broad Street
Doylestown, PA 18901

Gannett N.J. Newspaper                                 $25,181
3601 Highway 66
Box 1550
Neptune, NJ 07754-1556

New Home Guide                                         $24,585

Philadelphia Business                                  $22,098
Journal

Broad Street Magazine                                  $14,087

Lamar Advertising                                      $13,065

Courier Post                                           $12,393

Prudential Fox and Roach                               $12,261

Edgar Cajilig                                          $10,887

Move Sales, Inc.                                       $10,802

C.B.S. Outdoor                                         $10,000

South Jersey Newspapers                                 $9,771

Keller Williams                                         $9,540

Atlantic City Weekly                                    $9,500

Harmon Homes                                            $9,076

Clear Channel Outdoor                                   $6,000

P.S.E.&G.                                               $5,703

Century 21 Alliance                                     $5,653

Atlantic City Electric                                  $5,650

S. Land Solutions, Inc's 18 Largest Unsecured Creditors:

Entity                                           Claim Amount
------                                           ------------
Brickhouse Environmental                               $16,341
515 South Franklin Street
West Chester, PA 19382

Van Cleef Engineering                                  $15,908
Associates
501 North Main Street
Doylestown, PA 18901

Ecosign Mountain Resort                                 $9,646
Pl.
Box 63
Whistler B.C. Canada VON
1B0

Pennoni Associates, Inc.                                $7,339

Thomas Comitta Associates                               $6,797

Hanley Wood                                             $5,601

Everland, Shourds &                                     $4,000
Associates

William G. Kozub                                        $2,127

Abstract Services and                                   $1,600
Productions

A.L.M. Media, Inc.                                        $969

Morris & Ritchie                                          $880
Associates

Robinson and Andujar                                      $702

Newman, Williams, Mishkin                                 $612

Flaster Greenberg                                         $339

P.A. Housing Research                                     $190
Center

Penn State University                                     $180

Builders League of South                                  $100
Jersey

McCaffrey's Commissary,                                    $53
Inc.

T. Valley Suburban Associates, L.P.'s Four Largest Unsecured
Creditors:

Entity                                           Claim Amount
------                                           ------------
DiPasquale, John            guaranty of                     $0
11 Farmhouse Land           Bernard National
Richboro, PA 18964          Loan Investors,
                            Ltd. obligations

Elliott Holding Co.         guaranty of                     $0
235 North Sycamore Street   Bernard National
P.O. Box 1707               Loan Investors,
Newtown, PA 18940           Ltd. obligations

Elliott, Bradford H.        guaranty of                     $0
6 Glen Eagles Drive         Bernard National
New Hope, PA 18938          Loan Investors,
                            Ltd. obligations

Murphy Architectural Group                                  $0


FORD MOTOR: S&P Holds 'B' Rating and Removes Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and other ratings on Ford Motor Co. and Ford
Motor Credit Co. and removed them from CreditWatch with positive
implications, where they were placed Sept. 26, 2007.  The outlook
is stable.
     
The CreditWatch placement resulted from the announcement that
General Motors Corp. had reached a contract agreement with its
main labor union, the United Auto Workers, on that day and we
expected Ford to reach a similar agreement.  As S&P expected, Ford
reached a largely similar agreement that caused S&P to review the
company's rating and outlook.  Ford's contract was
ratified by UAW members last week.
     
Standard & Poor's will hold a telephone conference call on
Nov. 20, 2007, at 11:00 a.m. Eastern Standard Time to discuss its
recent rating actions on Ford, GM, and Chrysler LLC following the
2007 UAW contract agreements.  David Wyss, Standard & Poor's chief
economist, will provide our economic outlook for 2008, followed by
automotive analysts Robert Schulz and Gregg Lemos-Stein, who will
discuss the industry conditions and specifics on the three
Michigan-based automakers.  At the conclusion of the analysts'
remarks, they will be available to answer questions.
      
"The rating affirmation reflects our view that Ford's new contract
is a substantial long-term positive for the company's turnaround
efforts in North America," said Standard & Poor's credit analyst
Robert Schulz, "but that a number of challenges remain in 2008 and
2009 before cost savings from the contract arrive in earnest."  
Even under Ford's revised automotive cash use guidance of $12
billion to $14 billion in 2007-2009, including restructuring costs
(an improvement from earlier guidance of $17 billion in automotive
cash outflows), the company will still use more cash in 2008 than
in 2007.  S&P believe Ford has sufficient liquidity to fund these
operating cash outflows and restructuring costs, although S&P do
expect Ford to move to a net debt position (debt in excess of cash
at the parent level) in 2008.

The stable outlook indicates S&P's belief that Ford will continue
to make progress on its turnaround program in North America and
sharply reduce its cash burn rate by 2009, that auto operations
outside North America will remain improved profit contributors,
and that Ford will manage its liquidity at satisfactory levels.
     
The ratings on Ford reflect primarily the risks and lack of
intermediate-term visibility in the company's North American
automotive operations.  Ford's response to the massive challenges
of market-share erosion, excess capacity and headcount, and
adverse product mix trends was to undertake a multiyear
restructuring plan, of which the recently approved UAW contract
represents a major element.
     
However, as with past restructurings, the ultimate success depends
largely on whether the company can stabilize its market-share
losses at a level consistent with its future capacity.  Ford's
U.S. light-vehicle market share, as measured by Ward's Automotive,
declined to 15.7% for the first 10 months of 2007 from 17.6% a
year earlier, continuing a multiyear trend, although part of the
recent decline reflects deliberate efforts to lower its dependence
on less-profitable daily rental sales.  Although the company has
demonstrated progress in its restructuring, it would not take a
sharp downturn in the North American market or significant
underperformance to reverse any progress the company has made in
reducing its cash burn rate.
     
One key variable for 2008 will remain the U.S. full-size pickup
truck market, which has shrunk in 2007 because of the weakening
housing market and high gas prices.  Sales of F-series pickups,
which represent about one-third of Ford-brand sales and a far
greater share of profitability, were down 12.9% in 2006 from a
year earlier and another 14.2% through the first 10 months of 2007
compared to the same period in 2006.  Meanwhile, competition in
this segment remains fierce.  A redesigned version of Ford's most
popular pickup, the F-150, will not be available until 2008, about
the same time that Dodge launches its new truck.
     
In the meantime, Ford has introduced new crossover utility vehicle
models into this expanding but already well-populated segment.  
Initial sales results have been solid, but S&P believe the sales
of the new CUVs will not fully offset the lost SUV or pickup sales
in terms of profit contribution.  S&P believe this industry mix
shift into generally less profitable vehicle segments is unlikely
to reverse.
     
Ford Credit remains a significant earnings generator for its
parent through its automotive sales finance activities, but these
earnings have weakened considerably since 2004 because of higher
borrowing costs and lower levels of finance assets outstanding.
S&P expect Ford Credit's earnings to be lower in 2007 than in 2006
largely because of the same factors.
     
The rating outlook is stable.  S&P expect Ford to continue making
progress on its North American turnaround.  S&P also expect Ford
to maintain substantial cash balances and access to liquidity
during the next two years.  Ford will likely use greater cash from
automotive operations in 2008 than in 2007, and the stable outlook
reflects that expectation, but does not include the much sharper
use of cash that would result from the type of decline in U.S.
light-vehicle sales that would accompany a recession.
     
The outlook could be revised to negative or the ratings lowered,
despite the health care savings that will start to accrue in 2010,
if S&P came to expect that Ford's substantial cash outflow would
not begin to lessen or begins to worsen because of setbacks,
whether Ford-specific or stemming from market conditions.  S&P do
not expect to revise the outlook to positive within the next few
quarters, given the uncertain economic outlook and ongoing
turnaround plan execution risk.


FREMONT HOME: S&P Downgrades Ratings on Five Cert. Classes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of asset-backed certificates from Fremont Home Loan Trust
2005-2.  Concurrently, S&P affirmed its ratings on the
remaining 13 classes from this transaction.
     
The lowered ratings are based on insufficient credit support
levels at the previous rating categories as of the October 2007
remittance period.  Monthly net losses continue to outpace monthly
excess interest, and losses depleted overcollateralization during
the August 2007 remittance period.   While the transaction has
incurred $12.12 million in cumulative losses, the six-month
average loss amount is $1.07 million, and the 12-month average
loss amount is $854,435.  Serious delinquencies (90-plus days,
foreclosures, and REOs) have increased over the past year and
totaled $66.59 million as of the October 2007 reporting period.  
The transaction is currently failing its delinquency trigger.  
While the deal is 27 months seasoned, it has paid down to 36.46%
of its original principal balance.
     
The affirmations reflect sufficient credit support percentages to
support the current ratings as of the October 2007 remittance
period.

The collateral for this transaction consists of subprime
adjustable- and fixed-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.


                         Ratings Lowered

                 Fremont Home Loan Trust 2005-2

                                      Rating
                                      ------
              Class             To             From
              -----             --             ----
              M-9               BB             BBB
              B-1               BB-            BBB-
              B-2               B              BB
              B-3               B-             B
              B-5               D              CCC

                       Ratings Affirmed

                Fremont Home Loan Trust 2005-2

             Class                            Rating
             -----                            ------
             I-A1, I-A2, II-A2, II-A3         AAA
             M-1                              AA+
             M-2                              AA
             M-3                              AA-
             M-4                              A+
             M-5                              A
             M-6                              A-
             M-7, M-8                         BBB+
             B-4                              CCC


GASTAR EXPLORATION: Selling $100 Mil. of 12-3/4% Sr. Sec. Notes
---------------------------------------------------------------
Gastar Exploration USA Inc., Gastar Exploration Ltd.'s subsidiary,
has agreed to sell $100 million aggregate principal amount of 12-
3/4% senior secured notes due 2012 at an issue price of 99.50% in
a private placement to qualified institutional buyers pursuant to
Rule 144A of the Securities Act of 1933, as amended, to non-U.S.
persons outside the United States under Regulation S of the Act
and to institutional accredited investors within the meaning of
Rule 501(a) of the Act.

Estimated proceeds from the offering of $92.8 million, net of fees
and expenses, will be used to repay existing indebtedness and for
general corporate purposes.  The closing of the private placement
is subject to customary closing conditions.

Headquartered in Houston, Texas, Gastar Exploration Ltd. --
http://www.gastar.com/-- (AMEX:GST) and (TSX:YGA) is an  
independent energy company engaged in the exploration, development
and production of natural gas and oil in the United States and
Australia.  The company's principal business activities include
the identification, acquisition, and exploration and development
of natural gas and oil properties.  Its emphasis is on prospective
deep structures identified through seismic and other analytical
techniques, well as unconventional natural gas reserves, such as
coalbed methane.  Its primary CBM properties are in the Powder
River Basin in Wyoming, and in the Gunnedah and Gippsland Basins
of Australia.

                          *     *     *

As reported in the Troubled company Reporter on Nov. 19, 2007,
Moody's Investors Service assigned first-time ratings to Gastar
Exploration USA Inc., a wholly owned subsidiary of Gastar
Exploration Ltd.  Moody's assigned a Caa2 corporate family rating
and a Caa2 rating (LGD 3, 47%) to its proposed $100 million senior
secured notes due  2012.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned its 'CCC+' corporate  
credit rating and developing outlook to oil and gas exploration  
and production company Gastar Exploration USA Inc.  At the same  
time, S&P assigned a 'CCC' rating and '5' recovery rating to the  
company's proposed $100 million senior secured notes due 2012.  
The recovery rating indicates expectation of modest (10%-30%)
recovery in the event of a payment default.


GENOIL INC: Posts CDN$2,009,524 Net Loss in Quarter Ended Sept. 30  
------------------------------------------------------------------
Genoil Inc. reported a net loss of CDN$2,009,524 for the third
quarter ended Sept. 30, 2007, compared with a net loss of
CDN$7,086,085 for the same period last year.

During the quarter ended Sept. 30, 2007, the company did not
generate any revenue.  The company does not expect to generate
significant revenue or cash flow from its technologies or services
in the fourth quarter of 2007, and possibly beyond.

The company has accumulated losses of CDN$52 million to date and
is not realizing any cash flow as it has not to date attained
commercial operations in connection with its various patents and
technology rights.

At Sept. 30, 2007, the company's consolidated balance sheet showed
CDN$5,428,009 in total assets, CDN$3,955,542 in total liabilities,
and CDN$1,472,467 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with CDN$1,030,860 in total current
assets available to pay CDN$1,661,735 in total current
liabilities.

                      Going Concern Doubt

BDO Dunwoody LLP's audit report on Genoil Inc. is expressed in
accordance with Canadian reporting standards which do not permit
reference to conditions and events which cast substantial doubt
about the company's ability to continue as a going concern when
these are adequately disclosed in the financial statements.  

As at Dec. 31, 2006, the company has incurred a loss of
CDN$13.9 million for the year and has accumulated losses of
CDN$43.8 million since inception.  The ability of the company to
continue as a going concern is in substantial doubt and is
dependent on achieving profitable operations, commercializing its
upgrader technology, and obtaining the necessary financing in
order to develop this technology further.

                         About Genoil Inc.

Headquartered in Calgary, Canada, Genoil Inc. (OTC BB: GNOLF.OB)
(CDNX: GNO.V) -- http://www.genoil.net/ -- is an international    
engineering technology development company focused on providing
innovative solutions to the oil and gas industry through the use
of proprietary technologies.  The company's business activities
are primarily directed to the development and commercialisation of
its upgrader technology, which is designed to economically convert
heavy crude oil into light synthetic crude.


GSMPS MORTGAGE: S&P Affirms Ratings on 19 Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 19
classes of mortgage pass-through certificates from GSMPS Mortgage
Loan Trust's series 2004-4 and 2005-RP1.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  As of the October
2007 remittance period, total delinquencies for were 24.37%
(series 2004-4) and 50.62% (series 2005-RP1) of the current pool
balances.  Although delinquencies are relatively
high, they have improved since issuance.  Delinquent loans at
issuance for the two transactions were 33.12% (series 2004-4) and
58.18% (series 2005-RP1) of the pool balances.  Cumulative
realized losses to date are 0.24% (series 2004-4) and 0.33%
(series 2005-RP1) of the original pool balances.  S&P attribute
the low losses experienced in these transactions to external
support in the form of guaranties provided by the VA and the Rural
Housing Service and insurance policies from the FHA.
     
The pools originally consisted of FHA, VA, and RHS fixed- and
adjustable-rate reperforming mortgage loans secured by first liens
on one- to four-family residential properties.
   

                        Ratings Affirmed
   

                    GSMPS Mortgage Loan Trust
                Mortgage pass-through certificates
   
     Series    Class                                 Rating
     ------    -----                                 ------
     2004-4    1AF, 1AS, 1A2, 1A3, 1A4, AX, 2A1      AAA
     2005-RP1  1AF, 1AS, 1A2, 1A3, 1A4, AX, 2A1      AAA
     2005-RP1  B1                                    AA    
     2005-RP1  B2                                    A
     2005-RP1  B3                                    BBB
     2005-RP1  B4                                    BB
     2005-RP1  B5                                    B


HENDRX CORP: Posts $348,595 Net Loss in 3rd Quarter Ended Sept. 30
------------------------------------------------------------------
Hendrx Corp. reported a net loss of $348,595 on revenue of
$400,533 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $138,253 on revenue of $611,988 for the same period
last year.

During the period ended Sept. 30, 2007, Hendrx was engaged in the
research and development, manufacturing and marketing of
atmospheric water generation units from Fujian, China.  The
increase in net loss primarily reflects the increase in general
and administrative expenses and the decrease in revenues.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$42.7 million in total assets, $5.9 million in total liabilities,
and $36.8 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2.9 million in total current
assets available to pay 4.9 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2587

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Hendrx Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
working capital deficiency.

                        About Hendrx Corp.

Headquartered in Vancouver, British Columbia, Hendrx Corp. (OTC
BB: HDRX.OB) through its wholly owned subsidiary, Eastway Global
Investment Limited, which included the latter company's wholly-
owned operating subsidiary, Fujian Yuxin Electronic Equipment Co.,
Ltd., manufactures and distribute water dispenser systems.  Yuxin
owns patents of atmospheric water generation in China and utilizes
patents under license that are registered in the United States.
Its head office and plant facilities are located in Ron Qiao
Economic Development Zone, Fuqing City, Fujian Province, P.R.
China.


HEWETT'S ISLAND: S&P Rates $10.3 Million Class E Notes at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Hewett's Island CLO I-R Ltd./Hewett's Island CLO I-R
Corp.'s $243 million floating-rate notes due 2019.
     
The preliminary ratings are based on information as of Nov. 19,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more
        junior classes and subordinated notes;

     -- The transaction's cash flow structure, which was
        subjected to various stresses requested by Standard &
        Poor's Ratings Services;

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
     
   
                  Preliminary Ratings Assigned
   Hewett's Island CLO I-R Ltd./Hewett's Island CLO I-R Corp.
   
           Class                 Rating        Amount
           -----                 ------        ------
           A                     AAA        $195,850,000
           B                     AA          $15,700,000
           C                     A           $11,250,000
           D                     BBB          $9,900,000
           E                     BB          $10,300,000
           Subordinated notes    NR          $19,300,000
   

                       NR - Not rated.


HORIZON LINES: Board OKs $50MM Class A Common Stock Repurchase
--------------------------------------------------------------
The board of directors of Horizon Lines Inc. authorized the
purchase of up to $50 million of its Class A common stock.  The
company intends to make purchases from time to time as market
conditions warrant and may buy shares through open market
repurchases and privately negotiated transactions.
    
"We remain very confident in the long-term performance of our
business, despite some of the near term challenges we are facing,"
Mark Urbania, executive vice president and chief financial
officer, said.  "The sharp decline in our stock price provides an
opportunity to repurchase stock at attractive prices.  Our recent
refinancing provides the company with a stable balance sheet and
the flexibility to consider a share repurchase program.  The
approval by our board allows Horizon Lines to move very quickly
with a stock buyback if conditions warrant."
    
Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
(NYSE: HRZ) -- http://www.horizon-lines.com/-- is a domestic  
ocean shipping and integrated logistics company comprised of two
primary operating subsidiaries.  Horizon Lines LLC operates a
fleet of 21 U.S.-flag containerships and 5 port terminals linking
the continental United States with Alaska, Hawaii, Guam,
Micronesia and Puerto Rico.  Horizon Logistics LLC offers
customized logistics solutions to shippers from a suite of
transportation and distribution management services designed by
Aero Logistics, information technology developed by Horizon
Services Group and intermodal trucking and warehousing services
provided by Sea-Logix.

                          *     *     *

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


HSI ASSET: Moody's Lowers Rating on Class B-3 Loans to B3
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches and has placed under review for possible downgrade the
rating of one tranche from HSI Asset Loan Obligation Trust 2006-2.  
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
applied its published methodology updates to the non delinquent
portion of the transaction.

Issuer: HSI Asset Loan Obligation Trust 2006-2

  -- Cl. B-1 Currently Aa3 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Ba3, previously A3,
  -- Cl. B-3, Downgraded to B3, previously Baa2.


HYDRO SPA: Court Conditionally Approves Disclosure Statement
------------------------------------------------------------
The Honorable Catherine Peek McEwen of the U.S. Bankruptcy Court
for the Middle District of Florida gave conditional approval to
the Disclosure Statement explaining  Hydro Spa Parts and
Accessories, Inc.'s Chapter 11 Plan of Reorganization.

The Court has determined that the Debtor's Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.

The Disclosure Statement's conditional approval is subject to:

   1) Confirmation Hearing.  The Court will conduct a hearing on
      the Plan confirmation, including objections, on
      Jan. 11, 2008, at 2:30 p.m., at Courtroom 8B, Sam M. Gibbons
      U.S. Courthouse, 801 North Florida Avenue, in Tampa,
      Florida.

   2) Objections to the Disclosure Statement.  Any written
      objections to the Disclosure Statement must be filed with
      the Court and served to parties-in-interest no later than
      seven days prior to the confirmation hearing date.

   3) Plan Decision Date.  Parties-in-interest will file with the
      Court their written ballots accepting or rejecting the Plan
      seven days before the confirmation hearing date.

                       Treatment of Claims

Both administrative expense claims, priority tax claims, and
priority claims will be paid to equal to each claim's allowed
amount.  Each holder of priority tax claims will receive from the
Debtor deferred cash payments over a period not exceeding six
years after the date of each claim's assessment.

Holders that are parties to executory contracts or unexpired
leases that are expressly assumed and assigned will not be
permitted any recovery under the plan.  Holders whose contracts
are rejected will be treated as Class 4 creditors, and will be
permitted to receive a distribution pro rata on the allowed claim
of each, with all other creditors in this Class 4 from an escrow
to be administered by the reorganization trustee.

Holders that are parties to executory contracts and unexpired
leases that were reject after bankruptcy filing, but that give
rise to priority claims, will be paid an amount equal to its
allowed amount.

Each holder of Class 4 general unsecured claims will receive a pro
rata distribution on its allowed claim with all other creditors in
Class 4.  The anticipated unsecured claims are in the approximate
aggregate amount of $10,567,399, most of which are undisputed by
the Debtor.

           Wiley Brothers' Claims and Equity Interests

Brian K. Wiley, Robert M. Wiley, and Charles S. Wiley obtained a
secured claim upon the pay off of a Fifth Third Bank secured
claim.  The holders will receive cash payments equal to its
present value on the effective date of the plan, together with
interest and attorney's fees.

The Debtor estimates the Wiley Brothers secured claim is
approximately $3,042,600, exclusive of accrued late fees,
interest, and attorney's fees.

Under the Plan, the Wiley Brothers' equity interest will receive
their pro rate share, if any, of estate assets after satisfaction
in full of all allowed secured claims, allowed priority claims,
and allowed unsecured claims.  All existing stock options will be
deemed cancelled without any further action by any party.

              Appointment of Reorganization Trustee

No later than 10 days prior to the plan confirmation hearing, the
Debtor will select a proposed reorganization trustee to act
pursuant to the plan and the confirmation order.

                          About Hydro Spa

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and    
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts, although the firm's qualifications are
still under scrutiny by the Court.  Foley & Lardner LLP represents
the Official Committee of Unsecured Creditors appointed in the
Debtor's in the Chapter 11 case.  When the Debtor filed for
protection from its creditors, it listed total assets of
$10,659,077, and total liabilities of $13,611,578.

The Debtor filed a Chapter 11 Plan of Reorganization and
Disclosure Statement on Oct. 17, 2007.


HYDRO SPA: Oscher Consulting Not to Investigate Insider Claims
--------------------------------------------------------------
The Honorable Catherine Peek McEwen gave authority to Hydro Spa
Parts and Accessories, Inc. to employ Oscher Consulting, P.A., as
its forensic accountants, with the exclusion of its services
pertaining to the Debtor's purported secured transactions with its
principals.

As reported in the Troubled Company Reporter on Oct 30, 2007,
Oscher Consulting will provide forensic accounting services to the
Debtor as the Debtor pursues approximately $2,100,000 worth of
assets involved in a state court lawsuit against Gulf Coast Spa
Manufacturers, Inc.  The Debtor told the Court that it requires
the expert analysis and testimony of Oscher Consulting to debunk
any excuses offered by Gulf Coast for non-payment of the account.

The Debtor also hired Oscher Consulting to address the issues
raised by its Official Committee of Unsecured Creditors in
relation to bidding procedures for the sale of its going concern
assets, valued at approximately $10,657,077.

Oscher Consulting was also supposed to investigate the secured
insider claims that the Debtor's principals have objected to.  
Earlier, the Committee and its counsel made threats to litigate
against the Debtor's principals, who wanted to re-characterize
those claims as equity and subordinate the secured insider claims.

Judge McEwen does not allow this investigative service on the
secured insider claims, explaining that this service is not
necessary to the administration of the case prior to confirmation.

Steven S. Oscher, managing director of Oscher Consulting, said
that the Debtor proposes to compensate him at a rate of $340 per
hour.  Judge McEwen further makes it clear that compensation will
not be allowed for the excluded services.

Mr. Oscher assured the Court that the firm is disinterested, as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                          About Hydro Spa

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and    
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts, although the firm's qualifications are
still under scrutiny by the Court.  Foley & Lardner LLP represents
the Official Committee of Unsecured Creditors appointed in the
Debtor's in the Chapter 11 case.  When the Debtor filed for
protection from its creditors, it listed total assets of
$10,659,077, and total liabilities of $13,611,578.

The Court gave conditional approval to the Debtor's Disclosure
Statement on Oct. 30, 2007, which is subject to the rights of
objecting parties.


HYDRO SPA: U.S. Trustee Balks at GrayRobinson as Counsel
--------------------------------------------------------
Donald F. Walton, the Acting U.S. Trustee for Region 21, asks the
U.S. Bankruptcy Court for the Middle District of Florida to
reconsider its approval of GrayRobinson, P.A. as the general
bankruptcy counsel for Hydro Spa Parts & Accessories, Inc.

The Court has set a final evidentiary hearing on the U.S.
Trustee's request for reconsideration on Dec. 10 and 11, 2007,
both at 9:30 a.m., at Courtroom 8B, Sam M. Gibbons U.S.
Courthouse, 801 North Florida Avenue, in Tampa, Florida.

                Counsel Has Conflict of Interests

Brian K. Wiley, Robert M. Wiley, and Charles S. Wiley are officers
and directors of the Debtor.  The Wileys, through their respective
trusts, are the sole shareholders of the Debtor.

The U.S. Trustee relates that the security agreements, promissory
notes, and UCC-1 documents attached to Debtor's cash collateral
motion purporting to grant a security interest to the Wileys, were
prepared by GrayRobinson.  The Trustee, prior to the Court's
approval of GrayRobinson as counsel under a general retainer
agreement, made some inquiries and was informed that Debtor's
counsel represented only the Debtor in the transaction.  The
Trustee, however, requested but has not been provided the copy
of any retainer agreement regarding the employment.

The Wileys, together with their brother Wesley James Wiley, are
partners in Wiley Properties, LLP.  Wiley Properties owns real
property located at Pinnellas County and Marion County.  Prior to
the date of bankruptcy filing, Wiley Properties was the Debtor's
landlord.

GrayRobinson represented Wiley Properties, LLP in a $6 million
loan transaction between Wiley Properties and Fifth Third Bank.  
The loan proceeds of the transaction were used to pay off the
Debtor's loan with Fifth Third Bank.  In its application,
GrayRobinson omitted its role as attorney for Debtor's insiders in
this, and related transactions.

"The extent, priority and validity of the security agreements,
promissory notes, and UCC-1 documents between the Debtor and the
Wileys that GrayRobinson drafted is a significant issue in the
Debtor's bankruptcy," asserts the Trustee.

Moreover, the Trustee says that issues may arise regarding the
Debtor's transactions with the landlord and the early termination
of the lease(s).  Accordingly, GrayRobinson's current
representation of the corporate Debtor and their previous
representation of the Debtor's insiders creates a conflict, the
Trustee contends.

The Debtor, in an effort to evaluate what is in the best interest
of the estate, and the more than $10.5 million of unsecured
claims, has to evaluate the extent and validity of the security
documents, the Trustee reminds the Court.  He explains that a
certain level of difficulty arises when the Wileys are not in a
position to direct the Debtor's counsel, who drafted the
documents, to critically examine the documents.  Additionally,
GrayRobinson's role in drafting the documents was not discussed in
the affidavit that accompanied the application to be employed.

"The transactions the Debtor's counsel referenced are the same
transactions where the counsel assisted in the preparation of the
security agreements," the Trustee contends.  The situation puts
GrayRobinson in a potentially conflicting position when counsel
must diligently represent the Debtor and objectively evaluate all
of the creditors' claims in the bankruptcy, he says.

                          About Hydro Spa

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and    
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts, although the firm's qualifications are
still under scrutiny by the Court.  Foley & Lardner LLP represents
the Official Committee of Unsecured Creditors appointed in the
Debtor's in the Chapter 11 case.  When the Debtor filed for
protection from its creditors, it listed total assets of
$10,659,077, and total liabilities of $13,611,578.

The Court gave conditional approval to the Debtor's Disclosure
Statement on Oct. 30, 2007, which is subject to the rights of
objecting parties.


INTERLINK GLOBAL: Sept. 30 Balance Sheet Upside-Down by $2.3 Mil.
-----------------------------------------------------------------
Interlink Global Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $8.9 million in total assets and $11.2 million in
total liabilities, resulting in a $2.3 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, showed
$3.1 million in total current assets available to pay $5.9 million
in total current liabilities.

Net loss decreased to $843,025 for the third quarter ended Sept.
30, 2007, from a net loss of $1.1 million for the third quarter  
ended Sept. 30, 2006.  Decrease is due to decrease in total
expenses of $412,398.

Total revenues increased to $2.2 million, from revenues of
$1.9 million for the quarter ended Sept. 30, 2006.  Increase is
due to price increase adjustment in product mix.

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?2585

                       Going Concern Doubt

Dohan and Company, CPAs, in Miami, expressed substantial doubt
about Interlink Global Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company has used, rather than provided, cash
from operating activities, has a working capital deficiency, and
incurred a loss for the year ended 2006 of approximately
$4,650,000.

                      About Interlink Global

Headquartered in Miami, Interlink Global Corp. (OTC: ILKG) --
http://www.interlink-global.com/-- provides SIP-based broadband  
telephony solutions, Wi-Fi applications, Interlink Virtual PBX,
and other enterprise solutions.  Interlink Global, using VoIP
technology, provides long distance telephone services, with full
features, at prices that are greatly reduced in comparison with
traditional telephone companies.


INTERNATIONAL NORCENT: Files Schedules of Assets & Liabilities
--------------------------------------------------------------
International Norcent Technology submitted to the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                
  B. Personal Property            $13,227,619
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $50,068,000
     Secured Claims
  E. Creditors Holding                               $32,658
     Unsecured Priority
     Claims
  F. Creditors Holding                           $14,958,005
     Unsecured Non-priority
     Claims
                                  -----------    -----------
     TOTAL                        $13,227,619    $65,058,663


A debtor-affiliate, Norcent Holdings, Inc., also filed its
schedules of assets and liabilities disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------               -------      -----------
  A. Real Property                
  B. Personal Property              $2,023
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $10,079,336
     Secured Claims
  E. Creditors Holding                               
     Unsecured Priority
     Claims
  F. Creditors Holding                           $62,853,793
     Unsecured Non-priority
     Claims
                                   ------        -----------
     TOTAL                         $2,023        $72,933,129


Based in San Dimas, California, International Norcent Technology -
- http://www.norcent.net/-- sell electronic parts, appliances &  
equipment and computers & computer peripherals in wholesale.  is a
distributor of consumer electronics that includes LCD and plasma
television, digital cameras, and other consumer electronic
products that are manufactured under the Norcent brand by
manufacturers principally located in China.  The company's
customers include Wal-Mart, Target, Best buy, Circuit City and
Office Depot.  The company and its affiliate, Norcent Holdings,
Inc., filed for Chapter 11 protection on Oct. 11, 2007 (Bankr.
C.D. Calif. Case Nos. 07-19169 and 07-19171).  


INTERNATIONAL NORCENT: Wants Shepard Mullin as Bankruptcy Counsel
-----------------------------------------------------------------
International Norcent Technology and its debtor-affiliate, Norcent
Holdings, Inc., ask the U.S. Bankruptcy Court for the Central
District of California for permission to employ Sheppard, Mullin,
Richter & Hampton, LLP, as their bankruptcy counsel.

As the Debtors counsel, Sheppard Mullins will:

   (a) advise the Debtors with regard to matters of bankruptcy
       law;

   (b) advise the Debtors concerning the requirements of the
       Bankruptcy Code and applicable rules as they may affect the
       Debtors in these bankruptcy cases and any related adversary
       proceedings;

   (c) represent the Debtors in proceedings or hearings in the
       Court involving matters of bankruptcy law and in any action
       in any other court where the Debtors' rights under the
       Bankruptcy Code may be litigated or affected;

   (d) advise the Debtors concerning requirements of the
       Bankruptcy Code, and federal and local rules relating to
       the administration of these cases, and the effect of these
       cases on the Debtors' operations;

   (e) assist the Debtors in the negotiation, preparation,
       confirmation, and implementation of a chapter 11 plan or
       plans;

   (f) confer with management and counsel for the Debtors;

   (g) conduct examinations of witnesses, claimant, or adverse
       parties and prepare and assist in the preparation of
       reports, accounts, and pleadings related to these
       bankruptcy cases;

   (h) provide representation in all negotiations and proceedings
       involving the Debtors, their creditors, and other
       parties-in-interest;

(i) advise and assist the Debtors with respect to any matters
involving the U.S. Trustee; and

(j) represent the Debtors in all other legal aspects of these
chapter 11 cases and take any other action and perform any other
services the Debtors may require in connection with their
bankruptcy proceedings.

The Debtors disclose that the principal attorneys designated to
represent them are Mette H. Kurth, Esq., and Theresa W. Bangert,
Esq.  The Debtors further say that Ms. Kurth will bill $475 per
hour for this engagement while Ms. Bangert will bill $320 per
hour.

To the best of the Debtors' knowledge, the firm does not represent
any interest adverse to them or their estates.

Ms. Kurth can be reached at:

         Mette H. Kurth
         Sheppard, Mullin, Richter & Hampton LLP
         333 South Hope Street, Forty-Eighth Floor
         Los Angeles, CA 90071
         Tel: (213) 617-5501
         Fax: (213) 443-2984
         http://www.sheppardmullin.com/

Based in San Dimas, California, International Norcent Technology -
- http://www.norcent.net/-- sell electronic parts, appliances &  
equipment and computers & computer peripherals in wholesale.  is a
distributor of consumer electronics that includes LCD and plasma
television, digital cameras, and other consumer electronic
products that are manufactured under the Norcent brand by
manufacturers principally located in China.  The company's
customers include Wal-Mart, Target, Best buy, Circuit City and
Office Depot.  The company and its affiliate, Norcent Holdings,
Inc., filed for Chapter 11 protection on Oct. 11, 2007 (Bankr.
C.D. Calif. Case Nos. 07-19169 and 07-19171).


INT'L SHIPHOLDING: S&P Withdraws Ratings at Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
rating of 'B+' on International Shipholding Corp.  "The rating was
withdrawn at the company's request," said Standard & Poor's credit
analyst Funmi Afonja.


JARDEN CORP: Gregory S. Shearson Appointed as President and CEO
---------------------------------------------------------------
Jarden Corporation has appointed Gregory S. Shearson as president
and chief executive officer of Jarden outdoor solutions.  

Jarden's outdoor solutions segment has a portfolio of outdoor and
active lifestyle products with brands such as Coleman(R), Abu
Garcia(R), Penn(R), Shakespeare(R), Stearns(R), Rawlings(R),
K2(R), Volkl(R), Ride(R) and Marmot(R) in markets including
camping, backpacking, fishing, water sports, baseball, skiing,
snowboarding and high performance technical outdoor apparel.

Mr. Shearson, 42, has more than 20 years of experience in the
consumer package goods industry.  He has held senior management
positions at PepsiCo Corporation since 2001.  Mr. Shearson served
as president of Tropicana Beverages North America where he
delivered significant revenue and profit improvement.

Additionally, he led the acquisition and integration of Naked
Juice Company well as the relocation of Tropicana's corporate
headquarters.  Previously, Mr. Shearson was president of Pepsi-QTG
Canada (Quaker, Tropicana, Gatorade), where he led the merger of
all of the Pepsi Beverages and Foods businesses in Canada.

"We are thrilled to have someone of Greg's caliber joining us to
lead our outdoor solutions business, Martin E. Franklin, chairman
and chief executive officer of Jarden Corporation, commented.  
"His tremendous knowledge of the consumer products industry and
experience leading multi-billion dollar businesses both in and
outside of the U.S. are essential for the segment following the
acquisitions of K2 and Pure Fishing earlier in the year."

"Greg has previously been instrumental in transforming businesses,
long-term strategic planning, ensuring a steady and healthy
pipeline of innovation for the future, and leading significant
portfolio merger and acquisition activities,"
Mr. Franklin continued.  "Furthermore, I believe he is an
excellent fit with the Jarden culture and his record speaks to his
capability of building great brands, assembling skilled teams and
identifying new growth opportunities."

"Joining Jarden presents a unique opportunity for me to be part of
a rapidly growing, multi-billion dollar company with a track
record of success," Mr. Shearson stated.  "Jarden's
entrepreneurial culture and leading brands serving the outdoor
markets were particularly compelling for me.  I look forward to
building on Jarden Outdoor Solutions' focus on providing customers
with product innovation, brand support and excellence in operating
performance to create an even stronger business going forward."

Prior to the PepsiCo-Quaker merger, Mr. Shearson was with The
Quaker Oat Company from 1999 to 2001, and served in the positions
of president and general manager of Altus Food Company and vice
president of Quaker New Ventures.  

Earlier in his career, he was vice president of marketing and
research and development at Sara Lee Bakery and spent 10 years in
marketing at Procter & Gamble in Cincinnati and in their Eastern
European start-up organization.  Mr. Shearson is a graduate of the
University of Pennsylvania.

                    About Jarden Corporation

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche     
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                            *     *     *

Moody's Investor Services placed Jarden Corporation's probability
of default rating at 'B1' in September 2006.  The rating still
holds to dsate with a positive outlook.


JHT HOLDINGS: Constrained Liquidity Prompts S&P to Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on JHT
Holdings Inc., including lowering the long-term corporate credit
rating to 'CCC+' from 'B+'.  All ratings remain on
CreditWatch with negative implications.
     
"This rating action reflects a worse-than-expected decline in
demand for heavy-duty trucks, which has resulted in poor financial
performance, weaker-than-expected credit metrics, and constrained
liquidity," said Standard & Poor's credit analyst Anita Ogbara.
     
As of Sept. 30, 2007, Kenosha, Wisconsin-based JHT was in breach
of the total leverage and minimum EBITDA covenants on its senior
credit facility.  The company is currently working with its equity
sponsors and lenders to obtain a waiver into 2008.  The company
plans to amend its senior credit facility to
allow covenant relief.
     
"We anticipated a downturn in truck demand; however, declines have
been more severe than expected," said Ms. Ogbara.
     
Standard & Poor's will lower its ratings on JHT further if the
company fails to amend the credit facility within the expected
time period and with sufficient cushion.


JP MORGAN: Moody's Lowers Ratings on 23 Tranches
------------------------------------------------
Moody's Investors Service has downgraded the ratings of 23
tranches and has placed under review for possible downgrade the
ratings of 5 tranches from 10 deals issued by J.P.Morgan
Alternative Loan Trust in 2006.  The collateral backing these
classes consists of primarily first lien, fixed and adjustable-
rate, Alt-A mortgage loans.

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

Complete list of rating actions:

Issuer: J.P. Morgan Alternative Loan Trust 2006-A1

  -- Cl. 1-B-1, Downgraded to Ba1, previously Baa2,
  -- Cl. 1-B-2, Downgraded to B1, previously Baa3.

Issuer: J.P. Morgan Alternative Loan Trust 2006-S1

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

Issuer: J.P. Morgan Alternative Loan Trust 2006-S2

  -- Cl. M-1 Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Downgraded to Baa2, previously A2,
  -- Cl. B-1, Downgraded to Ba3, previously Baa2,
  -- Cl. B-2, Downgraded to B3, previously Baa3.

Issuer: J.P. Morgan Alternative Loan Trust 2006-A2

  -- Cl. 1-M-2, Downgraded to A3, previously A2,
  -- Cl. 1-B-1, Downgraded to Ba2, previously Baa2,
  -- Cl. 1-B-2, Downgraded to B1, previously Baa3.

Issuer: J.P. Morgan Alternative Loan Trust 2006-A3

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

Issuer: J.P. Morgan Alternative Loan Trust 2006-S3

  -- Cl. B-3, Downgraded to Ba1, previously Baa3.

Issuer: J.P. Morgan Alternative Loan Trust 2006-A4

  -- Cl. B-2, Downgraded to Ba1, previously Baa3.

Issuer: J.P. Morgan Alternative Loan Trust 2006-A5

  -- Cl. 1-B-1, Downgraded to Baa2, previously Baa1,
  -- Cl. 1-B-2, Downgraded to Ba1, previously Baa2.

Issuer: J.P. Morgan Alternative Loan Trust 2006-A6

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

Issuer: J.P. Morgan Alternative Loan Trust 2006-A7

  -- Cl. 1-M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. 1-M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. 1-M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. 1-M-4 Currently Aa3 on review for possible downgrade,
  -- Cl. 1-M-5, Downgraded to Baa1, previously A2,
  -- Cl. 1-B-1, Downgraded to Ba1, previously Baa1,
  -- Cl. 1-B-2, Downgraded to Ba3, previously Baa2.


JP MORGAN: S&P Lowers Rating on Class HM-1 Certificates to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
HM-1 commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2006-
FL1.  Concurrently, S&P raised its ratings on eight classes and
affirmed its ratings on four other classes from the same series.
     
The upgrades and affirmations on the pooled certificates reflect
increased credit enhancement levels resulting from loan payoffs,
as well as our analysis of the credit characteristics of the
remaining loans in the pool.
     
The lowered rating on the class HM-1 raked certificate reflects
the decreased performance of the Holyoke Mall loan.
     
As of Nov. 15, 2007, the trust collateral balance had paid down to
$896.6 million from $1.555 billion at issuance.  The trust
collateral consisted of four whole loans and the senior interests
in six participated floating-rate whole loans, two of which
consist of pari passu interests with a trust balance of $12.2
million.
     
The four largest assets in the pool constitute 79% of the
outstanding pool balance; details of these loans are:

     -- The Holyoke Mall loan is the largest remaining loan in
        the pool with a trust balance of $212.6 million and a
        whole-loan balance of $260.8 million.  The whole loan
        consists of a $212.6 million A note and one $48.1
        million B note.  The cash flow of the class HM-1
        nonpooled certificate is derived from the junior
        participation interest secured by the property.  The
        whole loan is collateralized by the fee interest in
        1,376,984 sq. ft. of a 1,574,984-sq.-ft. super-regional
        mall in Holyoke, Massachusssetts.  Standard & Poor's
        adjusted net cash flow is down 14% from its level at
        issuance, reflecting lower occupancy levels and lower
        rents at the property.  The loan is scheduled to mature
        on Feb. 9, 2008, and has five 12-month extensions
        remaining.

     -- Crossgates Mall is the fourth-largest remaining loan in
        the pool with a balance of $192.6 million.  The loan is
        on a 30-year amortization schedule and is secured by
        the fee interest in 1,240,243 sq. ft. of a 1,684,9190-
        sq.-ft. regional mall in Albany, New York.  Standard &
        Poor's adjusted net cash flow is comparable to its
        level at issuance.  The loan is scheduled to mature on
        June 9, 2008, and has four 12-month extensions
        remaining.

     -- The DRA portfolio is the third-largest remaining loan
        in the pool with a trust balance of $165.0 million and
        a whole loan balance of $275.0 million.  In addition,
        there is a $35.7 million mezzanine loan that is secured
        by the equity interests of the borrower.  The whole
        loan is secured by the fee interests in 27 cross-
        collateralized and cross-defaulted office buildings
        located in four separate office parks totaling
        2,815,373-sq.-ft.  Standard & Poor's adjusted NCF is up
        17% from its level at issuance.  The loan is scheduled
        to mature on Oct. 8, 2008, and has two 12-month
        extensions remaining.

     -- Independence Mall is the fourth-largest remaining loan
        in the pool with a balance of $88.4 million.  The whole
        loan is on a 20-year amortization schedule and is
        secured by the fee interest in 679,705 sq. ft. of a
        830,158-sq.-ft. regional mall in Kingston,
        Massachussetts.  Standard & Poor's adjusted NCF is down
        5% from its level at issuance, reflecting higher
        operating expenses at the property.  The loan is
        scheduled to mature on Feb. 9, 2008, and has five 12-
        month extensions remaining.

Standard & Poor's analysis included a reevaluation of the
properties securing each loan in the pool.  The resulting
valuations indicate that there is adequate support for the classes
at the raised and affirmed rating levels.
   

                        Rating Lowered

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-through certificates
                       series 2006-FL1

                     Rating
                     ------
          Class    To       From    Credit enhancement
          -----    --       ----     ----------------
          HM-1     BB+      BBB-            N/A
    
                        Ratings Raised

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2006-FL1

                   Rating
                   ------
          Class    To       From    Credit enhancement
          -----    --       ----     ----------------
          B        AAA      AA+           19.79%
          C        AAA      AA            15.72%
          D        AA+      AA-           13.37%
          E        AA       A+            11.11%
          F        A+       A              9.31%
          G        A        A-             7.41%
          H        A-       BBB+           5.15%
          J        BBB+     BBB            3.25%

                       Ratings Affirmed
    
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2006-FL1

            Class    Rating       Credit enhancement
            -----    ------        ----------------
            A-1B     AAA                57.56%
            A-2      AAA                24.58%
            K        BBB-                1.08%
            L        BBB-                0.00%
            X-1      AAA                  N/A
            X-2      AAA                  N/A


                     N/A - Not applicable.


KAMP RE: S&P Says Rating on $190 Million Notes Remain Under Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services received a copy of an extension
notice from the administrator for KAMP RE 2005 Ltd.   As permitted
under the transaction documents, Swiss Reinsurance America Corp.
will extend the maturity of KAMP RE 2005 Ltd.'s $190 million
floating-rate, principal-at-risk notes to Jan. 14,
2008.  Swiss Re may elect to extend the notes for up to 35
additional monthly periods.
     
On Nov. 5, 2007, Standard & Poor's indicated that ultimate net
losses exceeded the transaction's $1 billion trigger amount.  
Given the filing of the extension notice, it is anticipated that
there will a partial principal loss to noteholders.
     
KPMG Cayman Islands, the claims reviewer, has 20 calendar days
from receipt of the notice to evaluate the claim.  A final
determination is expected by Nov. 20, 2007.  If KPMG Cayman
Islands provides a claims review letter with a verified amount of
paid losses in excess of the trigger amount, KAMP RE 2005
Ltd. will make a reinsurance payment to Swiss Re by Dec. 14, 2007.  
"Upon receipt of a copy of the claims review letter, we will
revise the rating on KAMP RE's 2005 Ltd.'s $190 million floating-
rate, principal-at-risk notes to 'D' from 'CC'," said Standard &
Poor's credit analyst Gary Martucci.  "Until that time, the rating
on the notes remains on CreditWatch with negative implications,
where it was placed on Oct. 5, 2005."


KB TOYS: Closing Stores, Cutting Jobs Amid Fierce Competition
-------------------------------------------------------------
KB Toys Inc. is removing nearly 300 employees from its workforce
and is closing more than 100 stores as it faces fierce competition
with other big toy retailers, a writer at BerkshireEagle reports.

Citing company figures, BerkshireEagle relates that 122 of
KB's 566 stores will be having "closing sales" on the shopping
day after Thanksgiving.  The other stores,  including KB's two
Berkshire-based operations, will have the usual Black Friday
sales, the source adds.

In 2005, KB emerged from chapter 11 bankruptcy protection after
the U.S. Bankruptcy Court for the District of Delaware confirmed
its Plan of Reorganization.

The Plan, jointly proposed by the Debtor and its Official
Committee of Unsecured Creditors, was based on a plan funding
agreement between the Debtor and PKBT Funding LLC, an affiliate of
Prentice Capital Management LP.  

Pursuant to that agreement, PKBT agreed to invest $20 million in
thereorganized KB Toys and provide a seasonal over-advance credit
facility of up to $25 million in exchange for 90% of the common
stock and 100% of the preferred stock of the reorganized company.  
The remaining common stock was agreed to be held by a trust for
the benefit of the unsecured creditors of those KB Toys entities
being reorganized under the Plan of Reorganization.

Headquartered in Pittsfield, Massachusetts, KB Toys Inc.
-- http://www.kbtoys.com/-- is a combined mall-based and online  
specialty toy retailer operating more than 1,300 stores in four
formats within all 50 states, the District of Columbia, the
American Territory of Guam and the Commonwealth of Puerto Rico.

The company along with its affiliates filed for chapter 11
protection on January 14, 2004 (Bankr. Del. Case No. 04-10120).
The chapter 11 filing resulted in nearly 600 store closures and
4,000 layoffs.  In March 2004, KB Toys sold its KBToys.com
Internet business to an affiliate of D. E. Shaw, which renamed the
company eToys Direct.  Joel A. Waite, Esq., at Young, Conaway,
Stargatt, & Taylor, represented the toy retailer in its
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed consolidated assets of $507 million
and consolidated debts of $461 million.


KIMBALL HILL: S&P Lowers Corporate Credit Rating to B from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kimball Hill Inc. to 'B' from 'B+'.  In addition, S&P
lowered its rating on the company's senior subordinated notes to
'CCC+' from 'B-'.  The outlook remains negative.  The rating
actions affect $203 million in rated debt.
      
"The downgrades reflect our expectation that the company's already
weak profitability and internal liquidity will be increasingly
vulnerable to deteriorating housing market conditions," explained
Standard & Poor's credit analyst Elizabeth Campbell.  "We expect
Kimball Hill to face continued inventory impairments, lot option
write-downs, and the need to implement pricing incentives, all of
which would contribute to very weak profitability and cash flow
during the remainder of 2007 and 2008."
     
Kimball Hill will remain heavily reliant upon its credit facility
(which may require further amendment in the coming quarters to
prevent covenant violations) for liquidity through this housing
cycle's trough.  Last year's equity offering moderately
deleveraged the company's balance sheet and bolstered liquidity at
that time.  However, since then, above-average aggregate
impairment charges (relative to Kimball's rated peer group) have
eroded the company's equity base.
     
Standard & Poor's expects Kimball Hill to be further challenged by
the continued deterioration in housing market fundamentals,
particularly due to its exposure to former bubble markets such as
the west coast of Florida, California, and Las Vegas.  Kimball
Hill has generally moderate near-term liquidity needs, but the
company is heavily reliant upon external sources.  Standard &
Poor's would lower its ratings further if Kimball Hill's operating
results and liquidity continue to weaken.


KRATON POLYMERS: Moody's Holds B1 Rating and Revises Outlook
------------------------------------------------------------
Moody's Investors Service affirmed Kraton Polymers LLC's B1
corporate family rating but revised the company's outlook to
negative as Moody's expects continued margin weakness, due to
delays in passing on the full extent of raw material cost
increases to Kraton customers, which will diminish free cash flow
from operations over the next 12-18 months.  Kraton's margins have
been adversely impacted by an upturn in raw material costs such
that gross margins for the third quarter have dropped to 16% from
22% year-over-year despite a measure of success in achieving some
price increases.  Year to date, Kraton's cost of goods sold, as
measured on a $/metric ton basis, have increased 11% and only 43%
of these higher costs have been passed on to customers.  Margin
declines have also served to offset the benefits of successful
programs to cut fixed costs.  New cost cutting efforts are just
being completed and their benefits to cash flows have not been
realized.

In early 2007, Moody's indicated the ratings or outlook could be
lowered if Kraton significantly under performed our forecast such
that debt to EBITDA exceeded 5.5 times or retained cash flow to
total debt declined below 7% over the next 18 months.  Due to
margin pressures, for the LTM period ending September 30, 2007,
adjusted debt to EBITDA was 7.3 times (adjusted for pensions and
capitalized leases) and retained cash flow to total adjusted debt
declined below 5% - metrics that drive the change in the outlook
to negative.  Moody's will monitor Kraton's performance, cost
saving initiatives, and ability to increase product prices over
the next few quarters as it seeks to reverse this margin pressure,
but its ratings could be downgraded in the absence of sustainable
improvement.

Moody's also views Kraton's liquidity profile as facing pressure
due to potential breaches of financial covenants.  The company
made a $40 million pre-payment on its term loan in the third
quarter from available cash.  The 5.45 debt to adjusted EBITDA
covenant in Kraton's credit facility would have been breached in
the third quarter of 2007 if the company had not made at least a
$16 million pre-payment on its term loan.  The credit facilities'
leverage and interest coverage covenants tighten in 2008, raising
the possibility that Kraton may fail to meet covenant tests by the
end of the second quarter of 2008 if margin pressure accelerates.  
At September 30, 2007, Kraton had no borrowings under the
revolving portion of its $75.5 million credit facility and more
than $30 million in cash on the balance sheet.

Issuer: KRATON Polymers LLC

Outlook Actions:

  -- Outlook, Changed to Negative from Stable

Kraton, headquartered in Houston, Texas, is a leading global
producer of styrenic block copolymers, or SBCs, which are
synthetic elastomers used in industrial and consumer applications
to impart favorable product characteristics such as flexibility,
resilience, strength, durability and processability.  Major end
uses for Kraton's products include personal care products,
packaging and films, and IR Latex where third quarter growth
exceeds 5%.  Other end uses include adhesives, sealants, coatings,
and channeling compounds where third quarter growth is low to
moderate at between 0-5% and a paving and roofing business which
experienced negative growth in the third quarter.  The company
generated revenues of $1.1 billion for the LTM period ended
September 30, 2007.


LEHMAN BROTHERS: Fitch Rates $10.5 Mil. Class B Certs. at BB+
-------------------------------------------------------------
Fitch has rated Lehman Brothers Small Balance commercial mortgage
pass-through certificates 2007-3 as:

  -- $602.3 million class 1A1, 1A2, 1A3, 1A4, 2A1, 2A2, 2A3,
     AM, and AJ, 'AAA';

  -- $21.0 million class M1 'AA';

  -- $29.8 million class M2 'A+';

  -- $17.5 million class M3 'A-';

  -- $14.0 million class M4 'BBB';

  -- $5.3 million class M5 'BBB-';

  -- $10.5 million class B 'BB+'.

The 'AAA' rating on the senior certificates reflects the 15.75%
initial subordination provided by the 3.00% class M1, the 4.25%
class M2, the 2.50% class M3, the 2.00% class M4, the 0.75% class
M5, the 1.50% class B, as well an initial reserve fund of 1.75%.  
All certificates are offered through private placement.  The
ratings on the certificates and notes reflect the quality of the
underlying collateral and Fitch's level of confidence in the
integrity of the legal and financial structure of the transaction.

The mortgage pool primarily consists of 1,207 fixed rate,
adjustable rate and hybrid, fully amortizing and balloon, first
lien small balance commercial mortgage loans with an aggregate
principal balance of $700,317,935.  As of the cut-off date of
September 30, 2007, the mortgage loans had a weighted average
current loan-to-value ratio of 64.52%, weighted average coupon of
8.13%, weighted average remaining term of 303 months and an
average principal balance of $580,213.  The three largest state
concentrations are California (27.81%), New York (11.90%), and
Florida (11.34%).


LIFECARE HOLDINGS: Poor Earnings Cue S&P to Junk Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Plano,
Texas-based LifeCare Holdings Inc.  The corporate credit rating
was lowered to 'CCC+' from 'B-'.  The outlook is negative.
     
The rating on LifeCare's senior secured revolving credit facility
and term loan was lowered to 'CCC+' from 'B'.  The recovery rating
was revised to '3' from '2'.  The recovery rating of '3' indicates
the expectation for meaningful (50%-70%) recovery in the event of
a payment default.  At the same time, the rating on LifeCare's
subordinated notes was lowered to 'CCC-' from 'CCC'.
     
"The downgrade reflects further deterioration of the company's
earnings, a very weak financial profile, and poor cash flow that
may further limit liquidity," said Standard & Poor's credit
analyst David Peknay.  "It also reflects prospects for ongoing
bank covenant violations that might lead to a default if the
company does not continue to receive bank covenant amendments."
     
The low-speculative-grade rating on long-term acute care hospital
operator LifeCare reflects its narrow focus in a competitive
business, substantial reimbursement risk (as the company relies
heavily on Medicare), and weak financial profile highlighted by
very weak cash flow protection measures and very high debt levels.
     
LifeCare is one of the largest operators in the fragmented long-
term acute care hospital industry, operating 19 facilities in nine
states.


MASTR: High Delinquency Prompts Moody's Ratings Downgrades
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 15
tranches from 6 deals issued by MASTR in 2006 and late 2005.  One
downgraded tranche remains on review for possible downgrade.  The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, Alt-A mortgage loans.

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

Issuer: MASTR Adjustable Rate Mortgages Trust 2005-8

  -- Cl. B-3, Downgraded to Baa1, previously A2,
  -- Cl. B-4, Downgraded to Ba1, previously Baa2,
  -- Cl. B-5, Downgraded to Ba3, previously Baa3,
  -- Cl. B-6, Downgraded to Caa2, previously Ba2.

Issuer: MASTR Alternative Loan Trust 2006-1

  -- Cl. B-3, Downgraded to Ba2, previously Baa3.

Issuer: MASTR Alternative Loan Trust 2006-2

  -- Cl. B-3, Downgraded to Caa2, previously Baa3.

Issuer: MASTR Asset Backed Securities Trust 2005-AB1

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa2, previously A3,
  -- Cl. M-7, Downgraded to Ba1, previously Baa1,
  -- Cl. M-8, Downgraded to B1, previously Baa2,
  -- Cl. M-9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.

Issuer: MASTR Asset Backed Securities Trust 2006-AB1

  -- Cl. M-7, Downgraded to Baa2, previously Baa1,
  -- Cl. M-8, Downgraded to Baa3, previously Baa2,
  -- Cl. M-9, Downgraded to Ba3, previously Baa3.

Issuer: MASTR Alternative Loan Trust 2006-3

  -- Cl. B-3, Downgraded to B2, previously Baa3.


MERITAGE HOMES: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Meritage
Homes Corp. to negative from stable.  Concurrently, S&P affirmed
its 'BB' corporate credit and senior unsecured debt ratings and
its 'B+' senior subordinated debt rating.  The rating actions
affect $479 million of senior unsecured notes and $150 million of
senior subordinated notes.
      
"The outlook revision reflects Meritage's continued exposure to
highly competitive homebuilding markets and static debt levels
that have placed pressure on the company's financial profile,"
said credit analyst Tom Taillon.  "While Meritage should have an
adequate cushion above existing financial covenants, further
market deterioration could adversely affect its ability to
generate free cash flow for debt reductions and maintain
sufficient liquidity.  Adequate current liquidity and the lack of
near-term maturities are factors that continue to support the
credit rating at this time."
     
Standard & Poor's expects very challenging market conditions to
continue to weigh on Meritage's credit measures.  S&P will lower
the ratings if cash flow generation does not improve or if tight
financial covenants on the revolving credit facility further limit
liquidity.  It is unlikely that S&P will revise
the outlook back to stable before the housing market begins to
show signs of stabilization and key credit metrics begin to
improve.


MERRILL LYNCH: Moody's Cuts Ratings on Two Classes to B1
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 14
tranches and has placed under review for possible downgrade the
ratings of 2 tranches from 5 deals issued by Merrill Lynch in
2006.  The collateral backing these classes consists of primarily
first lien, fixed and adjustable-rate, Alt-A mortgage loans.

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

Issuer: Merrill Lynch Mortgage Investors Trust 2006-A2

  -- Cl. M-2, Downgraded to A3, previously A2,
  -- Cl. M-3, Downgraded to Ba2, previously Baa2.

Issuer: Merrill Lynch Mortgage Investors Trust 2006-A3

  -- Cl. M-2, Downgraded to A3, previously A2,
  -- Cl. M-3, Downgraded to Ba2, previously Baa2.

Issuer: Merrill Lynch Mortgage Investors Trust 2006-A4

  -- Cl. M-2, Downgraded to Baa2, previously A2,
  -- Cl. M-3, Downgraded to B1, previously Baa2.

Issuer: Merrill Lynch Mortgage Investors Trust 2006-AF2

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

Issuer: Merrill Lynch Mortgage Investors Trust Series 2006-AF1

  -- Cl. MF-1 Currently Aa2 on review for possible downgrade,
  -- Cl. MF-2, Downgraded to Baa3, previously A2,
  -- Cl. MF-3, Downgraded to B1, previously Baa2.


MEZZ CAP: S&P Affirms 'BB' Rating on Class G Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from Mezz
Cap Commercial Mortgage Trust's series 2004-C1.  Concurrently, S&P
affirmed its ratings on three other classes from the same
transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The upgrades also reflect the defeasance of 22% of the collateral
pool.
     
As of the Oct. 17, 2007, remittance report, the collateral pool
consisted of 83 B notes with an aggregate trust balance of $48.3
million, compared with 85 loans totaling $50.5 million at
issuance.  The related senior A notes are not part of the trust's
collateral.  The master servicer, Wachovia Bank N.A.,
reported financial information for 100% of the nondefeased loans.  
Ninety-nine percent of the servicer-provided information was full-
year 2006 data.  Using this information, Standard & Poor's
calculated a weighted average debt service
coverage of 0.66x, down substantially from 1.23x at issuance.  
There are S&P's assets totaling $1.3 million with the special
servicer, all of which are 90-plus-days delinquent, and S&P expect
all of them to incur severe losses upon resolution.  All of the
remaining loans in the pool are current.  To date, the
trust has experienced one loss totaling $272,178.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $13.1 million (27%) and a weighted average
DSC of 1.07x, down from 1.23x at issuance.  Four of the top 10
exposures are on the master servicer's watchlist and are discussed
below.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
exposures, and all were characterized as "good."
     
There are four loan exposures with the special servicer, also
Wachovia, with a combined unpaid principal balance totaling $1.3
million and total exposure of $1.4 million.  Each loan is less
than $450,000 and is secured by multifamily properties in Texas.  
All of the loans were transferred to special
servicing following the borrower's payment default on the related
A note and transfer of the A notes to the special servicer in
their respective transactions.  The reported DSCs for all four
loans are below 1.0x. Standard & Poor's expects each B note to
experience a severe loss upon resolution.
     
Wachovia reported a watchlist of 26 loans with an aggregate
outstanding balance of $16.1 million (34%).  The loans appear on
the watchlist due to low DSC and/or occupancy.  The largest loan
on the watchlist and largest loan in the pool, Westheimer at Sage
Office Retail Complex ($2 million, 4%), is secured by a 423,869-
sq.-ft. mixed-use property in Houston, Texas.  Year-end
2006 DSC was 0.86x, and occupancy was 69%.  Details of the next
three largest loans on the watchlist are:

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

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

     -- Belmont Landing Apartments ($1.2 million, 3%) is
        secured by a 424-unit multifamily property in
        Riverdale, Georgia.  The DSC was 0.35x with 66%
        occupancy as of year-end 2006.
     
The pool exhibits geographic concentration in Texas (29%) and
Michigan (11%) with property type concentration in multifamily
(44%), office (18%), and retail (16%).
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those on the watchlist and other
assets considered credit impaired.  Higher loss severities than
are typical for CMBS transactions were assumed due to the deeply
subordinated nature of the B notes.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
    

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

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

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


                      N/A - Not applicable.


MICHAEL PANCAKE: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Michael A. Pancake
        2499 Chaucer Place
        Thousand Oaks, CA 91362
        Tel: (805) 493-1596

Bankruptcy Case No.: 07-14522

Chapter 11 Petition Date: November 18, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Creighton A. Stephens, Esq.
                  179 Cindy Avenue
                  Newbury Park, CA 91320
                  Tel: (805) 504-2816
                  Fax: (805) 830-1112

Total Assets: $2,977,619

Total Debts:  $1,421,646


Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Superior Bank                  183 Royal Tern            $210,203
Operations Center 17 North,    Way, Corabelle, FL
20th Street                    32322 vacant lot;
Birmingham, AL 35203           value of security:
                               $100,000

Indymac Bank                   181 Royal Tern            $204,908
P.O. Box 4045                  Way, Corrabelle,
Kalamazo, MI 49009             FL, 32322 vacant
                               lot; value of
                               security:
                               $100,000

Citibank                       credit card                 $4,171
Attention: Citicorp Credit
Services
7920 Northwest 110th Street
Kansas City, MO 64153

MacMall Preffered Account      apple powerbook;            $1,943
                               value of security:
                               $1,500


MYLAN INC: Completes Sale of Preferred and Common Stock
-------------------------------------------------------
Mylan Inc. completed the sale of 2.14 million shares of 6.50%
mandatory convertible preferred stock at $1,000 per share and 53.5
million shares of common stock at $14 per share pursuant to a
shelf registration statement filed with the Securities and
Exchange Commission.

The amounts sold include 279,000 shares of preferred stock issued
pursuant to the underwriters' exercise of the overallotment
option.
    
The offerings generated net proceeds, after underwriting discounts
and expenses, totaling approximately $2.8 billion, which will be
used to prepay a portion of the bridge loans that were borrowed to
finance in part its acquisition of Merck KGaA's generics business.
    
The preferred stock will pay, when declared by the board of
directors, dividends at a rate of 6.50% percent per annum on the
liquidation preference of $1,000 per share, payable quarterly in
arrears in cash, shares of Mylan common stock or a combination
thereof at Mylan's election.  The first dividend date will be Feb.
15, 2008.
    
Each share of preferred stock will automatically convert on Nov.
15, 2010, into between approximately 58.5480 shares and 71.4286
shares of MYL common stock.  The conversion rate will be subject
to anti-dilution adjustments in certain circumstances.

Holders may elect to convert at any time at the minimum conversion
rate of 58.5480 shares of common stock for each share of preferred
stock.  The preferred stock is listed on the New York Stock
Exchange under the symbol MYLPrA.
    
After giving effect to these offerings, MYL will have
approximately 302 million shares of common stock outstanding.
    
The joint book-running managers for the preferred stock and common
stock offerings are Merrill Lynch & Co. and Goldman, Sachs & Co.
Merrill Lynch & Co. is acting as sole global coordinator for all
financings for Mylan. Co- managers for the common stock offering
are Citi, JPMorgan and Cowen and Company. Co-managers for the
preferred stock offering are Citi, JPMorgan, Cowen and Company,
Banc of America Securities LLC and Mitsubishi UFJ Securities.
    
Copies of the prospectuses related to the offerings may obtained
from:

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

             or

     Goldman, Sachs & Co.
     Attn: Prospectus Department
     No. 85 Broad Street
     New York, NY 10004
     Fax (212) 902-9316
     Email prospectus-ny@ny.email.gs.com.

                  About Mylan Inc.

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service assigned B1 ratings to the new senior
secured credit facilities of Mylan Inc.  In addition, Moody's
lowered Mylan's corporate family rating to B1 from Ba1, concluding
a rating review for possible downgrade initiated on May 14, 2007
and lowered the speculative grade liquidity rating to SGL-2 from
SGL-1.  The rating outlook is stable.


MBS-SOUTH POINT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MBS-South Point Apartments
        1 Galleria Place
        Suite 1950
        Metairie, LA 70001

Bankruptcy Case No.: 07-12283

Type of Business: M.B.S. Management Services, Inc., an affiliate
                  of the Debtor, filed for Chapter 11 protection
                  on Nov. 5, 2007 (Bankr. E.D. La. Case No.
                  07-12151).

Chapter 11 Petition Date: November 19, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street
                  Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Network Multi-Family                         $20,293
Security Corp.
P.O. Box 910773
Dallas, TX 75391-0773

Rasa Floors                                  $13,920
P.O. Box 619130
Dallas, TX 75261-9130

Wilmar Supply Co., Inc.                      $11,747
200 East Park Drive, Suite 200
Mt. Laurel, NJ 00854

DeSoto Water Utilities                       $11,271

Stonehenge Carpet Care                        $2,976

Ducan Disposal                                $1,583

The Grass Guy                                 $1,250

MXENERGY                                      $1,110

FINDIT                                          $867

Apartment Finders                               $852

Little Giant Beekeepers                         $785

Redi-Carpet                                     $767

Leslie's Pool Supplies, Inc.                    $654

D&L Plumbing                                    $475

Great American Business                         $385

Wright & Percy                                  $328

Signius                                         $320

Moving is Free, Inc.                            $275

ENVIROTROL                                      $266

Free Move Free Money                            $250


MOVIE GALLERY: Committee Employs Pachulski Stang as Lead Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc. and its debtor-affiliates' bankruptcy cases obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Virginia to retain Pachulski Stang Ziehl & Jones LLP as its
lead counsel.

Committee Chairperson William Kaye relates that the firm has
extensive experience representing creditors' committees, debtors,
trustees and others in a wide variety of bankruptcy cases.   

As lead counsel, Pachulski is expected to assist, advise, and
represent the Committee:

   * in its consultations with the Debtors regarding the
     administration of their Chapter 11 cases;

   * in analyzing the Debtors' assets and liabilities,
     investigating the extent and validity of liens; and (ii)
     participating in, and reviewing any proposed asset sales or
     dispositions, financing arrangements, and cash collateral
     stipulations or proceedings;

   * in any manner relevant to reviewing and determining the
     Debtors' rights and obligations under leases and other
     executory contracts;

   * in investigating the Debtors' acts, conduct, assets,
     liabilities, and financial condition, as well as the
     Debtors' operations and their desirability of continuance;

   * in its participation in negotiation, formulation, and
     drafting of a plan of liquidation or reorganization;

   * on issues concerning the appointment of a trustee or an
     examiner, pursuant to Section 1104 of Bankruptcy Code;

   * in understanding its powers and duties under the Bankruptcy
     Code and the Bankruptcy Rules, and in performing other
     services in the interests of their represented parties; and

   * in the evaluation of claims and on any litigation matters,
     including avoidance actions.

In a statement filed with the Court, James I. Stang, Esq., a
partner at Pachulski, in Los Angeles California, disclosed that  
his firm will not represent the Committee with respect to:

   -- the Debtors' request regarding Accommodation Agreements
      with movie studio suppliers, which is to be represented by
      the Committee's conflicts counsel; and

   -- any litigation against Twentieth Century Fox Film
      Corporation, which Pachulski represents in matters
      unrelated to the Debtors' Chapter 11 cases, hence no actual
      conflict exists regarding the Pachulski's prior    
      representation of Fox and its proposed representation of
      the Committee.

In addition, Mr. Stang told the Court that the Committee's
conflicts counsel will take the necessary steps to ensure that
every matter that his firm will not be involved in, will be
identified.

The firm's professionals will be paid based on the firm's hourly
billing rates, ranging from $795 to $75.  A full-text copy of the
professionals' hourly rates is available at no charge at:

             http://researcharchives.com/t/s?2515

Mr. Stang assured the Court that Pachulski is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  The firm does not represent an interest adverse
to the Debtors' estates.

                        About Movie Gallery

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

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

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

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


MOVIE GALLERY: Committee Hires Miles & Stockbridge as Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave permission to the Official Committee of Unsecured Creditors
in Movie Gallery Inc. and its debtor-affiliates' Chapter 11 cases,
to retain Miles & Stockbridge P.C. as its co-counsel.

The Committee believes that Miles & Stockbridge is well qualified
to serve as its co-counsel.  Brian F. Kenney, Esq.,  will serve
as lead attorney.  Mr. Kenney is a principal attorney at the firm
and is certified by the American Board of Certification in
business bankruptcy law.  He has appeared in the bankruptcy court
on behalf of numerous creditors, debtors, and creditor committees.

Miles & Stockbridge is expected to represent the Committee as co-
counsel with Pachulski Stang Ziehl & Jones, LLP.  Miles &
Stockbridge will also act as conflicts counsel with respect to any
matter in which the Committee is, or may be, adverse to Twentieth
Century Fox Film Corporation.

Mr. Kenney will be paid $420 per hour.  He will be assisted by
other partners, associates and paralegals, but no professional at
the firm will have an hourly rate exceeding $420.

According to Mr. Kenney, his firm has conducted a conflicts
search utilizing its computerized conflicts system, and
discovered, among other things, that:

   a. Miles & Stockbridge is co-counsel with Kirkland & Ellis for
      Sun Capital Partners in the Rowe bankruptcy case in
      Alexandria.  Kirkland & Ellis is counsel for the Debtors in
      the Chapter 11 cases.   

   b. Wachovia Bank, N.A. was the First Lien Collateral Agent and
      Documentation Agent under the prepetition First Lien Credit
      Agreement with the Debtors.  Miles & Stockbridge represents
      Wachovia Bank in a completely unrelated matter.  Miles &
      Stockbridge will not advise Wachovia in any respect in
      connection with the Debtors' bankruptcy case, and Wachovia
      has its own counsel in the case.

   c. The Debtor has employed Keen Consultants, the Real Estate
      Division of KPMG Corporate Finance, LLC, as real estate
      consultants in their Chapter 11 cases.  Miles & Stockbridge
      represented KPMG in connection with its recently-completed
      acquisition of the assets of Keen Realty Consultants.  As a
      follow-up thereto, Miles & Stockbridge assisted KPMG with
      the preparation of its application to be employed and its
      verified statement under Rule 2014(a) of the Federal Rules
      of Bankruptcy Procedure.  KPMG has consented to Miles &
      Stockbridge's representation of the Committee as co-
      counsel in the case.  Accordingly, if approved as Committee
      co-counsel, Miles & Stockbridge will not be advising
      KPMG in connection with the case.  Because of the firm's
      relationship with KPMG Corporate Finance, the firm has
      agreed not to become adverse to KPMG.  In the event that
      the Committee wishes to take an adverse position to KPMG,
      the matter will be handled by the Pachulski Stang firm, or
      by conflicts counsel.

   d. Oekos Management/Agora Property Corp. is one of the
      Debtor's landlords, with a site in Maryland.  Miles &
      Stockbridge was approached to represent Oekos with respect
      to its lease.  Little to no work has been done on the
      matter, as the Debtor has not announced whether it intends
      to assume or reject this Lease.  Accordingly, if approved
      as co-counsel for the Committee, Miles & Stockbridge will
      not represent Oekos in connection with this case.

   e. Wells Fargo Bank, N.A. Wells Fargo, N.A., is the First
      Lien Collateral Agent and Documentation Agent under the
      Pre-Petition First Lien Credit Agreement with the Debtor.  
      M&S has represented Wells Fargo Bank, N.A., from time to
      time in title insurance matters, through its title
      insurance company.  M&S also has represented Wells Fargo
      Equipment Leasing and Finance, Inc., in equipment and
      lease finance matters.

Mr. Kenney assures the Court that his firm neither holds nor
represents an interest materially adverse to the interests of the
estate or of any class of creditors or equity security holders.

                        About Movie Gallery

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

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

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

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


MOVIE GALLERY: Enters Into Sopris Lock Up Agreement & Term Sheets
-----------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia gave authority to Movie Gallery, Inc.
and its debtor-affiliates to perform under the Lock Up Agreement
and the related Restructuring Term Sheet and Rights Offering Term
Sheet -- the Restructuring Agreements -- with Sopris Capital
Advisors LLC.

To the extent payable under the agreements, the Debtors are
authorized, to pay the commitment fee and the termination fee,
Judge Tice said.

The backstop fees and claims will be treated as allowed
administrative claims in the Chapter 11 cases in the event that:

   (a) the Backstop Party becomes entitled to receive the
       Commitment Fee or the Termination Fee in accordance with
       the terms of the Rights Offering Term Sheet and the Lock
       Up Agreement; or
   
   (b) Jefferies & Company, Inc., as financial advisor to Sopris,
       becomes entitled to indemnification under the terms of the
       Jefferies Engagement.

Judge Tice clarified that the Official Committee of Unsecured
Creditors appointed is not a party to the Lock-Up Agreement.  The
order does not infer that the Committee agrees to, or waives any
of its rights to object to any aspect of the Plan in the
Restructuring Agreements, he said.  

The Debtors and Sopris also agreed:

   -- to negotiate in good faith with the Creditors Committee
      with respect to the terms of a Plan, and the Lock-Up
      Agreement will not in any way prohibit the negotiation; and

   -- unless the Creditors Committee has previously agreed to the
      amounts and form of distributions to non-noteholder,
      general unsecured creditors under the Plan, any plan filed
      on or before December 7, 2007, will not include references
      to the amounts of the distributions.  The Debtors may,
      however, file a Plan prior to December 7, 2007, provided
      that the Plan does not reference distribution amounts.

Judge Tice noted that nothing in the final Order constitutes an
assumption of the Restructuring Agreements.

The Court also allowed the Debtors to enter into and honor the
indemnification obligations under the Jefferies Engagement
Letter.

The Court will convene a hearing on Nov. 28, 2007, at 2:00 p.m.
Eastern Time, to rule on the Jefferies Engagement and Expense
Reimbursement requests filed by the Debtors.

             Debtors' Reply to Committee's Objection

Prior to the Court's entry of its final order, the Debtors
submitted its response to the objections filed by the Official
Committee of Unsecured Creditors.

The Debtors told the Court that the Committee's objection
"exaggerates the nature of the request, as the Debtors are not
seeking to bind themselves for all time, in all circumstances, to
either [Sopris Capital Advisors, LLC], or the Restructuring
Agreements."

The Debtors explained that they are seeking authority to pay the
fees and expenses to Sopris to preserve the option of pursuing a
transaction based on the Restructuring Agreements.  The
Restructuring Agreements also provide that upon Plan
consummation, Jefferies will be entitled to a transaction fee of
not less than $2,900,000, consistent with the provisions in the
Jefferies Engagement Letter.

The Debtors noted that the payment is an obligation to the Lock
Up, Voting and Consent Agreement it entered into on October 14,
2007, with Sopris and with the lenders holding a majority of the
debt under the Second Lien Credit and Guaranty Agreement.

Michael A. Condyles, Esq., at at Kutak Rock LLP, in Richmond,
Virginia, maintained that the Creditors Committee was afforded
sufficient opportunity to review the Restructuring Agreements
through, among others, the adjournment of the Court hearing, and
the Committee's access to diligence information on the Debtors'
cases.

The Committee's contention that the agreements are tainted by
insider dealing, is not supported by facts, Mr. Condyles told
Judge Tice.  He added that the Restructuring Agreements do not
specify the individuals entitled to participate in the incentive
Plan and do not specify what amounts of new common stock will be
given to individuals under the incentive plan, which will in fact
be subject to approval by the new Board of Directors that would
be appointed, almost entirely by Sopris, following consummation
of the proposed Plan.  

Absent the Agreements, he said, Sopris will not be compelled to
agree to fund the proposed Plan, and will be restricted to sell
its debt positions, hence, Sopris will not even be bound to
remain a creditor, let alone a creditor willing to sponsor the
Debtors' of reorganization.  Clearly, the Committee's assumption
that Sopris will remain engaged with the Debtors' proposed Plan
absent the Court's approval of the Lock-Up pact, is invalid, Mr.
Condyles said.

Mr. Condyles further noted that the Committee raises several
objections that are premature, as they direct to the proposed
Plan, including the conditional equity grant to existing
shareholders.

                       About Movie Gallery

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

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

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

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


NELVINE OCAMPO: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nelvine A. Ocampo
        6130 Shoshone Avenue
        Encino, CA 91316

Bankruptcy Case No.: 07-14538

Chapter 11 Petition Date: November 19, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mun

Debtor's Counsel: Steven Earl Smith, Esq.
                  20969 Ventura Boulevard, Suite 230
                  Woodland Hills, CA 91364
                  Tel: (818) 430-7770

Total Assets: $1,163,500

Total Debts:  $1,452,329

Debtor's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wells Fargo Investments,       $164,368
L.L.C.
c/o Ronald P. Kane, Esq.
Kane & Fischer
208 South La Salle Street,
Suite 1800
Chicago, IL 60604

Bank of America                $35,743
P.O. Box 1598
Norfolk, VA 23501

Matrix Plus                    $9,995
Retail Services
P.O. Box 15521
Wilmington, DE 19850

Discover Financial Services    $5,738


NEUMANN HOMES: Wants Court to Extend Stay to CEO Kenneth Neumann
----------------------------------------------------------------
The Neumann Homes Inc. and its debtor-affilaites ask the United
States Bankruptcy Court for the Norther District of Illinois to
extend the automatic stay protection to Kenneth P. Neumann, chief
executive officer of Neumann Homes, Inc.

Mr. Neumann, as well as Neumann Homes, is a respondent to a two-
count complaint filed by NRD Investments LLC, in the Northern
District of Illinois before the Petition Date.

In the complaint, NRD Investments alleged that Neumann Homes did
not fulfill its obligations under a real estate contract they
entered into.

Pursuant to the contract, Neumann Homes was to re-convey to NRD
Investments two parcels of property, in Kane County, Illinois,
which it sold to NRD Investments.  The property sale was part of
another purchase agreement between Neumann Homes and Tadian
Holdings, LLC, in which the latter sold all its stock to Neumann
Homes.

NRD Investments alleged that Neumann Homes did not purchase one
parcel of the real property, and demanded a specific performance
of the contract as well as a declaration that the contract and
all interests held by Neumann Homes in the property, are
terminated.

NRD Investments also demanded Mr. Neumann to pay for more than
$9,000,000 under the contract.  According to NRD Investments, Mr.
Neumann guaranteed Neumann Homes' obligations, including the
payment of the purchase price.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, says that the lawsuit is
proceeding against Mr. Neumann since the automatic stay only
extended to Neumann Homes as of the Petition Date.

Mr. Panagakis contends that the Court should extend the automatic
stay to Mr. Neumann because an identity of interest exists
between the Debtors and the CEO.

According to Mr. Panagakis, Mr. Neumann entered into the alleged
guaranty for the sole benefit of Neumann Homes, which, therefore,
entitles him to indemnification from Debtors.

"Under these circumstances, the automatic stay should be extended
to Mr. Neumann because a judgment against him will effectively be
a judgment against the Debtors, which would circumvent the
automatic stay," Mr. Panagakis points out.

Mr. Panagakis explains that permitting the litigation to continue
will cause the Debtors irreparable harm.

"Mr. Neumann simply is the person most knowledgeable about
Neumann Homes and will be closely involved in formulating,
approving and executing the Debtors' postpetition initiatives,"
Mr. Panagakis says.  He adds that if Mr. Neumann is required to
defend himself at this time with respect to the claims brought
against him personally, he will be forced to divert his full
resources and efforts away from these Chapter 11 cases.

"Given the large amount of money in controversy in the
litigation, Mr. Neumann will be required to vigorously defend
against NRD's claims, including developing strategies, conducting
discovery, and responding to discovery," Mr. Panagakis explains.

Mr. Panagakis further argues that the litigation should be stayed
because the Debtors are indispensable parties to the litigation
and it would be inequitable to permit the litigation to proceed
against Mr. Neumann alone.

"Assuming that Mr. Neumann would be forced to pay the entire
purchase price, the Debtors' rights would have to be adjudicated
without their participation and conveyance of the real property
at issue would be to the Debtors, not Mr. Neumann," Mr. Panagakis
points out.  "Granting NRD Investments' requested relief will
effectively force the Debtors to accept and to act upon the
agreement, yet, the Debtors will not be present to defend
themselves in the district court."

Mr. Panagakis further says NRD Investments will not be prejudiced
by the extension of the automatic stay to Mr. Neumann because it
only has a claim for the payment of money pursuant to a putative
guaranty.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential     
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NEWLAND INTERNATIONAL: Fitch Assigns 'BB' Rating on Sr. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Newland International
Properties, Corporation's (Trump Ocean Club) senior secured notes.  
Newland International Properties, Corp. is developing the Trump
Ocean Club International Hotel & Tower, a multi-use tower located
on the Punta Pacifica Peninsula in Panama City, Panama.  Fitch
currently rates Panama 'BB+' with a Stable Rating Outlook.

When fully developed, Trump Ocean Club expects to have luxury
accommodations for both permanent residents and tourists alike.
Plans call for 627 residential condo units, 369 hotel-condo units,
a casino, a pier facility, a yacht club, pool decks, retail shops,
gourmet restaurants, a fitness center and spa, along with a
parking garage of more than 1,400 spaces.  All unit sales within
the project benefit from a license agreement signed by Newland
with Trump International.  The target market for sales focuses on
upper-income buyers in the U.S., Canada, Europe and Latin America.

Proceeds from the $220,000,000 issuance will be used to fund a
construction escrow account, fund a six-month debt service reserve
account, and repay existing debt.  Final maturity of the notes is
seven years with a three and a half year interest only period and
semiannual payments.

Credit's strengths for this issuance include:

  -- Presales amounting to 65% of total expected units have
     already been recorded.  Purchasers pay 30% of the sale
     price at signing with the remaining 70% due in full upon
     delivery of the unit.

  -- The development of Trump Ocean Club will be the singular
     focus of Newland and strict covenants are in place
     prohibiting dividends or cash releases to the developer.  
     The incurrence of additional debt will also be limited.      
     All cash collections and payments for operating expenses
     and construction, as well as debt service, will be highly
     regulated by the priority of payments waterfall clearly
     defined in the indenture.

  -- A portion of bond proceeds will serve to fund a
     construction escrow account sized to cover the remainder
     of all remaining construction costs.  Draws from this
     Trustee controlled account can only occur after the
     independent engineer provides certification that all work
     has been completed according to plan and that costs are
     within budget.  In addition, draws from the account must
     be backed by 125% in eligible receivables arising from the
     sale of units.

Development projects of this scope do contain various risks.  
Construction risk represents one of the main risks in addition to
the liquidity concerns that could arise if sales velocity
decreases.  Sales at Trump Ocean Club also are correlated to
global real estate markets.  Fitch believes these risks to be
consistent with the assigned 'BB' rating level.  Independent
engineer reports and real estate appraisals were used to
facilitate modeling assumptions, which incorporated down side
analysis regarding property valuations as well as construction
costs.  


OGLEBAY NORTON: Deregisters Common and Pref. Stocks from SEC
------------------------------------------------------------
Oglebay Norton Company filed a Form 15 with the United States
Securities and Exchange Commission and filed to deregister its
common and preferred stock.  

As a result of the filing, company shares are not registered with
the SEC, any previously filed and provided prospectus
is no longer active or current and cannot be used and the company
is not obligated to file periodic report under the Securities
Exchange Act of 1934.

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: Can Hire Cushman & Wakefield as Realtor
-------------------------------------------------------
Pascack Valley Hospital Association Inc. obtained permission from
the U.S. Bankruptcy Court for the District of New Jersey to employ
Cushman & Wakefield of New Jersey Inc.

The Debtor tells the Court that the employment of Cushman is
necessary in holding an auction sale of its real property to
maximize its assets for the benefit of its creditors.  The Debtor
believes that Cushman is well qualified to market its real
property for sale.

Cushman will be compensated 3% of the total sales price of real
property marketed and sold by the firm.

To the best of the Debtor's knowledge, Cushman does not represent
or hold any interest adverse to the Debtor or the estate.

The firm can be reached at:

             Cushman & Wakefield of New Jersey Inc.
             One Meadowlands Plaza
             East Rutherford, NJ 07073
             http://www.cushwake.com/

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., and Valerie A. Hamilton, Esq. at Sills Cummis
Epstein & Gross PC represent the Debtor in its restructuring
efforts.  David L. Knowlton, Esq. serves as the Debtor's patient
care ombudsman.  The Official Committee of Unsecured Creditors
selected Douglas J. McGill, Esq. and Robert Malone, Esq. at
Drinker, Biddle & Reath LLP, as its counsel.  The Debtor's
schedules show total assets of $98,609,477 and total debts of
$114,652,723.


PASCACK VALLEY: Committee Taps Weiser LLP as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Pascack Valley Hospital Association Inc. asks the U.S.
Bankruptcy Court for the District of New Jersey for authority to
retain Weiser LLP as Financial Advisor to the Committee, nunc pro
tunc to Oct. 12, 2007.

Weiser LLP will:

   a. assist in a sale process of the Debtor collectively or in
      segments, parts or other delineations;

   b. review listing of parties previously contacted by the Debtor
      and those interested who previously expressed an interest in
      purchasing or investing in the Debtor.  It wil also discuss
      with the Debtor's management regarding same and follow-up
      contacts with third parties, as necessary;

   c. contact other potential strategic and financial investors
      regarding their interest in investing in or purchasing the
      Debtor or in other delineations;

   d. perform general review of the data room that is available to
      interested parties to ensure it is sufficient for parties to
      enable them to make an informed decision on an expedited
      basis;

   e. review and scrutinize cash disbursements on an ongoing basis
      to monitor costs for continuing operations or to implement a
      closure plan for the hospital for the period subsequent to
      the bankruptcy filing;

   f. analyze postpetition and prepetition transactions with
      insiders, related and affiliated companies; assess and
      evaluate current postpetition business relationships and
      transactions with same to understand how much profit is
      being transferred to these parties; assess the current
      accounts receivable balance affiliates and any offsets or
      deductions, if any, that may be taken against monies owed to
      the Debtor;

   g. review financial terms of the proposed debtor-in-possession
      loan facility; if requested by the Committee, propose
      alternate lending sources;

   h. review proposed management bonus and incentive plan, provide
      comments to the Committee counsel on its reasonableness and
      provide comparisons to other bankruptcy and non-bankruptcy
      incentive structures, as requested by Committee counsel;

   i. evaluate weekly budgeted postpetition collection shortfalls
      or expense over runs; discusss with Debtor's management and
      provide updates to Committee counsel regarding same;

   j. attendance at meetings including the Committee, the Debtor,
      creditors, interested purchasers/investors/financing
      sources, their attorneys and consultants, Federal and state
      authorities, if required;

   k. if requested by the Committee counsel, investigate
      prepetition capital and financing raised, financial
      information prepared regarding same, and use the proceeds;

   l. if requested by the Committee counsel, investigate
      prepetition acts, conduct, property, liabilities, and
      financial condition of the Debtor, its managemetnt, its
      professionals and review of the Debtor's books and records
      for related party transactions, potential preferences,
      fraudulent conveyances and other potential prepetition
      investigations;

   m. if requested by the Committee counsel, review and analysis
      of proposed transactions for which the Debtor seeks Court
      approval;

   n. if requested by the Committee counsel, assist the Committee
      in developing, evaluation, structuring and negotiating the
      terms and conditions of all potential plans of
      reorganization including contacting potential plan sponsors
      if appropriate;

   o. if requested by the Committee counsel, provide other and
      further financial advisory services with respect to the
      Debtor, including valuation, general restructuring and
      advice with respect to financial, business and economic
      issues, as may arise during the course of the restructuring.

Weiser's billing rates are:

              Designation               Hourly Rate
              -----------               -----------
              Partners/Principals       $350 - $540
              Directors/Sr. Managers    $280 - $350
              Asst. to Managers         $125 - $300
              Paraprofessionals          $70 - $125

Weiser will also seek reimbursement of its out-of-pocket expenses.

To the best of the Committee's knowledge, Weiser does not
represent any other entity having an interest adverse to the
estate, the Committee and its  represented interests.

The firm can be reached at:

             James Hogan
             Weiser LLP
             399 Thornall Street
             Edison, NJ 08837
             Tel: (732) 549-2800
             Fax: (732) 549-2898
             http://www.mrweiser.com/

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., and Valerie A. Hamilton, Esq. at Sills Cummis
Epstein & Gross PC represent the Debtor in its restructuring
efforts.  David L. Knowlton, Esq. serves as the Debtor's patient
care ombudsman.  The Official Committee of Unsecured Creditors
selected Douglas J. McGill, Esq. and Robert Malone, Esq. at
Drinker, Biddle & Reath LLP, as its counsel.  The Debtor's
schedules show total assets of $98,609,477 and total debts of
$114,652,723.


PASCACK VALLEY: Ombudsman Wants to Retain Carella Byrne as Counsel
------------------------------------------------------------------
David L. Knowlton, Esq., as patient care ombudsman in the
bankruptcy estate of Pascack Valley Hospital Association Inc.,
obtained permission from the U.S. Bankruptcy Court for the
District of New Jersey to retain Carella, Byrne, Bain, Gilfillan,
Cecchi, Stewart & Olstein PC as ombudsman counsel.  The retention
of Carella will be effective as of Nov. 2, 2007, the appointment
date of Mr. Knowlton as ombudsman.

Carella will:

   (a) represent the ombudsman in any proceeding or hearing in the
       Court, and in any action in other courts where the rights
       of the patients may be litigated or affected as a result of
       the case;

   (b) advice the ombudsman concerning the requirements of the
       Bankruptcy Code and Bankruptcy Rules and the requirements
       of the Office of the United States Trustee relating to the
       discharge of his duties under Section 333 of the Bankruptcy
       Code;

   (c) advice and represent the ombudsman concerning potential
       reorganization or sale of the Debtor's assets; and

   (d) perform other legal services as may be required under the
       circumstances of the case in accordance with the
       ombudsman's powers and duties as set forth in the
       Bankruptcy Code.

To the best of the ombudsman's knowledge, Carella does not hold or
represent any interest adverse to the Debtor or its Chapter 11
estate, its creditors, or any other party in interest and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

As reported on the Troubled Company Reporter on Nov. 19, 2007,
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
with the approval from the Court designated Mr. Knowlton as
patient care ombudsman for Pascack Valley Hospital.

The Court ordered that the fees and expenses to be paid to the
ombudsman and any professionals retained by the ombudsman will not
exceed the aggregate sum of $17,000.

The Court ruled that the maximum allowance will be reduced by the
sum of $567 per day for each day in the reporting month when there
are no in-patients or out-patients at the Debtor's facilities.

The ombudsman was appointed for a period not to exceed one
reporting month, based upon the Debtor's closure plan that
contemplates there will be no patients at the Debtor's facilities
after Nov. 21, 2007.

However, under emergent circumstances, if there are patients at
the Debtor's facilities after Nov. 30, 2007, the Court rules that
the ombudsman may apply for approval to perform work beyond the
reporting month and seek allowance of fees in excess of the
$17,000 maximum allowance.

The firm can be reached at:

             Jeffrey A. Cooper, Esq.
             Carella, Byrne, Bain, Gilfillan, Cecchi,
               Stewart & Olstein PC
             Five Becker Farm Road
             Roseland, NJ 07068
             Tel: (973) 994-1700
             Fax: (973) 994-1744
             http://www.carellabyrne.com/

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., and Valerie A. Hamilton, Esq. at Sills Cummis
Epstein & Gross PC represent the Debtor in its restructuring
efforts.  David L. Knowlton, Esq. serves as the Debtor's patient
care ombudsman.  The Official Committee of Unsecured Creditors
selected Douglas J. McGill, Esq. and Robert Malone, Esq. at
Drinker, Biddle & Reath LLP, as its counsel.  The Debtor's
schedules show total assets of $98,609,477 and total debts of
$114,652,723.


PEGASUS SATELLITE: Trustee Discloses Sixth Distribution
-------------------------------------------------------
The Pegasus Satellite Communications Inc.'s Liquidating Trustee
disclosed that the Sixth Distribution to Beneficiaries of the
Trust occurred on Nov. 15, 2007.  The distribution totaled
$9 million or 1.1225% of approved Class 3A claims; the amounts
allocable to the holders of the Senior Notes were paid to the
Indenture Trustees, with other amounts paid to holders of approved
Class 3A Claims.

To date, total distributions to Beneficiaries of the Trust are
$441 million, which represents approximately 55% of allowed Class
3A Claims.  Total distributions as a percentage of the face value
of the various issues of Senior Notes, range
between approximately 55.7% and 57.7%.

The bulk of the Sixth Distribution arises from the release of
certain reserves maintained by the Trust and the proceeds from the
sale of the Trust's ownership of Xanadu fka "Pegasus
Communications Corporation", the parent company of the former
Debtors, common stock.
    
Additional distributions to Beneficiaries of the Trust will be
made from time to time as reserves are released and cash is
received from the liquification of additional assets of the Trust.

The allocation of the Sixth Distribution among the Class
3A Claimants is provided on the PSC Liquidating Trust website.
    
                 About The PSC Liquidating Trust
    
Located in Bala Cynwyd, Pennsylvania and Jackson, Mississippi.  
The PSC Liquidating Trust -- http://www.psc-trust.com/-- was  
established by order of the Bankruptcy Court for the District of
Maine, pursuant to the First Amended Joint Chapter 11 Plan of
Pegasus Satellite Communications Inc. and its related direct and
indirect subsidiaries.  The Plan became effective on May 5, 2005.  
In accordance with the terms of the Plan, the purpose of the Trust
is to maximize the value of certain of the Debtors' assets, to
evaluate and pursue, if appropriate, rights and causes of actions,
as successor to and representative of the Debtors' estates in
accordance with Section 1123(b)(3)(B) of the Bankruptcy Code, and
to make distributions to its beneficiaries.
    
The Trust is not a public reporting entity and has no reporting
requirements other than those specifically provided for in the
Plan.  The Liquidating Trustee maintains offices in New Rochelle,
New York.


PERFORMANCE TRANSPORTATION: To Sell All Assets to Allied Systems
----------------------------------------------------------------
Performance Transportation Services, Inc., a domestic carrier of
new automobiles, sport-utility vehicles and light trucks in North
America, entered into a non-binding letter of intent on Nov. 20,
2007, with Allied Systems Holdings, Inc.  

Under the letter of intent, Performance would sell substantially
all of its assets to Allied for $7,000,000 in cash plus the
assumption of certain liabilities as well as the issuance of
warrants to certain of PTS' creditors.  

As required under the terms of the letter of intent and in order
to facilitate the transaction in a manner acceptable to Allied,
PTS and certain of its subsidiaries have filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.

In conjunction with the filing and pursuant to Section 363 of the
Bankruptcy Code, PTS will be filing a motion within the next week
for the establishment of bidding procedures to allow other
companies to have an opportunity to submit bids through a Court
supervised competitive bidding process to purchase the assets
being sold.  The Company anticipates the sale transaction, which
is subject to customary closing conditions, will be completed
within 45 to 60 days.

"This transaction represents the best result for our customers,
employees and stakeholders," said Jeffrey L. Cornish, PTS
President and Chief Executive Officer.  "Our goal is to preserve
as many jobs as possible and maximize the value of our estate for
our creditors.  The sale to Allied does just that.  In reaching
this agreement with Allied, we are able to secure ongoing
employment and benefits for our drivers and mechanics while
maintaining superior service levels for our customers."

Mr. Cornish noted that the Chapter 11 case and the sale process
will have no impact on the Company's ability to fulfill its
obligations to its customers and employees.  "During the sale
process, we will continue our commitment to provide our customers
with the on time, consistent delivery and service they demand.  
Our daily operations will continue as usual, our vendors will be
paid for all supplies furnished and services rendered subsequent
to the filing, and all day-to-day aspects of the business will
continue without interruption. Taking care of customers is, and
will remain, our number one priority."

Mr. Cornish also emphasized that employees and customers should
not notice any difference in operations as a result of the filing
or during the sale process.  "Daily operations will continue as
usual, service center hours will remain the same and all aspects
of the business will go on as before the Chapter 11 filing.  Our
employees will continue to be paid as usual during this
transaction," he said.

                      New Financing Secured

PTS also received a commitment for up to $5,000,000 in debtor-in-
possession financing from Black Diamond Commercial Finance,
L.L.C., subject to court approval.  The DIP financing will be used
to maintain uninterrupted service and delivery of product to PTS'
customers during the completion of the sale transaction, and to
ensure payment to vendors for post petition purchases in the
ordinary course.

The decision to seek a strategic partner to ensure the long-term
continuation of the company and preserve as many jobs as possible
was the result of the of the rapid demise of sub-prime market and
the continued downturn trend in automotive industry which
significantly impacted PTS' revenue and ability to meet its
business plan goals.

"T[he] action lays the foundation for PTS's future," Cornish
commented.  "By aligning with Allied there will be continuity of
service for our customers and a more stable future for our
operations."

"This transaction represents good news for our employees, our
customers, and our other constituents.  It will provide PTS with
greater access to the financial resources necessary to continue to
prosper and grow.  By utilizing the Chapter 11 process, we are
able to ensure an expedited and orderly sale transaction," Mr.
Cornish concluded.

                           About PTS

Performance Transportation Services, Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.  

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts. When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


PRC LLC: Moody's Downgrades the Withdraws Ratings
-------------------------------------------------
Moody's Investors Service downgraded PRC LLC's Corporate Family
Rating to Caa1 from B3, concluding the review for possible
downgrade initiated on August 21, 2007.  Subsequent to the rating
downgrade, Moody's will be withdrawing the company's ratings as
Moody's will not be able to obtain further financial information
going forward.  The rating outlook is negative.

The downgrade reflects PRC's weak business performance, which is
below Moody's expectations, weak liquidity position as of
September 30, 2007, as well as the potential that the company may
be in default of its bank covenants if future performance remains
weak, unless its equity sponsor, Diamond Castle, exercises its
option of an equity infusion.

Ratings downgraded and will be withdrawn:

  -- Corporate Family Rating downgraded to Caa1 from B3

  -- Probability of Default Rating downgraded to Caa1 from B3

  -- $20 million first lien revolving credit facility
     downgraded to B2 from B1, LGD-3, 31%

  -- $25 million first lien delayed draw capex term loan
     downgraded to B2 from B1, LGD-3, 31%

  -- $115 million first lien term loan downgraded to B2 from
     B1, LGD-3, 31%

  -- $67 million second lien term loan downgraded to Caa2 from
     Caa1, LGD-5, 77%

Headquartered in Plantation, Florida, PRC, LLC provides outsourced
customer care and sales and marketing business process outsourcing
services.  On Nov. 29, 2006, private equity firm Diamond Castle
Holdings and members of PRC's management team acquired PRC from
its former parent, IAC/InterActiveCorp.


PRIDE INTERNATIONAL: S&P Lifts Credit Rating to BB+ from BB
-----------------------------------------------------------
Standard & Poor's Ratings Service raised its corporate credit
rating on offshore contract drilling firm Pride International Inc.
to 'BB+' from 'BB'.  At the same time, S&P raised the rating on
the company's unsecured debt to 'BB+' from 'BB-'.  The outlook is
stable.
     
The rating action followed a full review of Pride in light of 2007
strategic initiatives that have included the recent divestiture of
its Latin American onshore business units and the announcement of
two newbuild ultradeepwater drillships.
     
"The upgrade reflects continued improvement in cash flow and
credit metrics and a strengthening backlog of contract revenues,"
said Standard & Poor's credit analyst Jeffrey B. Morrison.  "The
raising of Pride's unsecured rating to the same level as the
corporate credit rating reflects S&P's expectation that secured
debt will remain at less than 15% of assets, on a
book value basis, over the intermediate term."
     
As of Sept. 30, 2007, Houston, Texas-based Pride had about $1.2
billion in adjusted debt, incorporating operating leases.
     
The ratings on Pride reflect a large, well-diversified fleet of
mobile offshore drilling units, a fairly broad geographic scope of
operations, a growing backlog, and an improving financial risk
profile.  Strengths are partially tempered by expanding near- to
intermediate-term capital spending requirements, concerns
regarding the longer term earnings prospects for Pride's older,
mat-supported jackup units (particularly those operating in the
U.S. Gulf of Mexico), and participation in a historically cyclical
and capital-intensive industry.


QUEPASA CORP: Posts $3.5 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Quepasa Corp. reported a net loss of $3.5 million on revenues of
$64,197 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $1.4 million on revenues of $53,713 for the same
period in 2006.

The increase in the net loss for the three months ended Sept. 30,
2006, of 2.1 million is primary the result of increased spending
in product content and development of $1.5 million and increased
spending in general and administrative expenses of approximately
$600,000.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$8.8 million in total assets, $1.7 million in total liabilities,
an $7.1 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?2586

                       Going Concern Doubt

Perelson Weiner LLP, in New York, expressed substantial doubt
about Quepasa Corp.'s ability to continue as a going concern based
on the company's cash balances of approximately $5.4 million as of
Oct. 23, 2007, and recurring negative operating cash flows, in
the auditing firm's modified report on the company's consolidated
financial statements for the year ended Dec. 31, 2006.  

Amendment No. 2 on Form 10-KSB/A, which was filed with the
Securities and Exchange Commission on Oct. 30, 2007, includes the
restatement of consolidated financial information for the year
ended Dec. 31, 2006.  This restatement relates to errors
associated with the company's valuation of certain warrants and
stock option awards granted in 2006.

                       About Quepasa Corp.

Headquartered in Scottsdale, Arizona, Quepasa Corp. (NasdaqCM:
QPSA) -- http://www.quepasa.com-- operates a Spanish/English  
language Internet portal and online community targeting the U.S.
Hispanic and Latin American markets.  Quepasa sells its marketing
services to businesses through online and direct channels in the
United States, Mexico, and Latin America.


RELIANT ENERGY: Wants Until February 16 to Remove Actions
---------------------------------------------------------
Reliant Energy Channelview LP and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
further extend the period within which they may remove civil until
Feb. 16, 2008.

The Debtors tell the Court that it needs more time to review files
and records to determine whether they should remove any claims or
civil causes of actions that may be pending in state or federal
court.

In addition, the Debtors disclosed that they are parties to one
or more lawsuits, and are still assessing these lawsuits whether
removal should be warranted.

The Debtors assure the Court that the request for extension will
not duly prejudice any counter-party to the civil actions.

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Mark D. Collins, Esq., Paul N. Heath, Esq., and Jason
Madron, Esq., at Richards, Layton & Finger, P.A., represent the
Debtors.  The Debtors selected Delaware Claims Agency LLC as
their claims agent.  The U.S. Trustee for Region 11 has appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP,
represents Committee.  When the Debtors filed for protection from
their creditors, they listed total assets of $362,000,000 and
total debts of $342,000,000.


REMY WORLDWIDE: Court Confirms Prepackaged Reorganization Plan
--------------------------------------------------------------
Remy Worldwide Holdings, Inc., disclosed on November 20, 2007 that
its pre-packaged plan of reorganization has been confirmed by the
U.S. Bankruptcy Court, only 43 days after its plan and related
petitions were filed.  Upon emergence, expected in early December,
Remy's long-term debt will be reduced by $360 million.

"The recapitalization would not have been such a success in such a
short period of time without the loyalty of our customers, the
professionalism and dedication of our employees, and the
commitment and support of our creditor groups," Chief Executive
John Weber said in a press release.

Remy also reported that on the effective date of the Plan it will
enter into a $120 million revolving credit facility to be provided
by Barclays Capital.  The Company said that the exit financing,
which includes a term loan of $210 million, will provide Remy with
sufficient liquidity to continue to meet its financial
requirements and grow its business in the coming years. In
addition, the sale of subsidiary operation Knopf was approved and
is expected to close on December 4.

"Since signing the Plan Support Agreement with our noteholders
just six months ago, Remy has successfully recapitalized the
Company''s financial position, strengthened its business through a
comprehensive restructuring of its commercial arrangement with
General Motors, and built a foundation from which we can grow. In
a matter of days Remy will emerge from this process a more
competitive Company with a strong balance sheet," Mr. Weber
concluded.

                          M&M Knopf Sale

Remy also reported that it has received bankruptcy court approval
for the sale of its subsidiary operation M&M Knopf Auto Parts,
which is one of the largest distributors of recycled auto parts to
the worldwide remanufacturing market and is also a global
distributor of Saginaw Steering systems.  A definitive agreement
was entered on November 6 to sell the business.

"The sale of Knopf reflects the continued progress Remy has made
in focusing on its core operations over the last year," Mr. Weber
stated. "This is a win-win situation for both parties and we are
pleased to see the Knopf brothers return to ownership of their
family business.  The Knopf brothers are excellent businessmen and
are best suited to continue to grow this business.  Remy will have
a continued involvement with the Knopfs going forward and we wish
them well in their future endeavors."

The completion of the transaction is subject to customary closing
conditions and is expected to close on December 4, 2007.

                        About Remy Worldwide

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

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

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


ROBERT KOLWITZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Robert A. Kolwitz
        Nancy J. Kolwitz
        1210 Walking Wood
        Depoe Bay, OR 97341

Bankruptcy Case No.: 07-63265

Chapter 11 Petition Date: November 16, 2007

Court: District of Oregon

Debtor's Counsel: John Putnam Pries
                  860 Olive Street
                  Eugene, OR 97401
                  Tel: (541) 343-0684

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ROCKWOOD SPECIALTIES: Strong Performance Cues S&P to Lift Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Rockwood
Specialties Group Inc., including its corporate credit rating, to
'BB-' from 'B+'.  The outlook is stable.
     
"The upgrade follows strengthening in the financial profile as a
result of continued strong operating performance, increasing free
operating cash generation during the past few quarters, and debt
reduction with asset sale proceeds," said Standard & Poor's credit
analyst Cynthia Werneth.
     
Recent and planned changes in the business mix, including the
January 2007 divestiture of Groupe Novasep and the announced sale
of Rockwood's electronics business, should focus management
attention and capital investment in a smaller number of high-
performing businesses in which the company enjoys leading market
shares.
     
Moreover, S&P expect acquisition activity of Princeton, New
Jersey-based Rockwood to be focused on additional moderate-size,
bolt-on transactions financed with free cash flow and divestiture
proceeds.
     
"Although the business risk profile would support a higher rating,
financial policies are likely to keep debt leverage high, limiting
upgrade prospects," Ms. Werneth said.  "On the other hand, we
could revise the outlook to negative or lower the ratings if
business conditions deteriorate unexpectedly or the company
undertakes larger-than-expected, debt-financed acquisitions."


SANMINA-SCI: To Redeem $120 Mil. Floating Notes on December 18
--------------------------------------------------------------
Sanmina-SCI Corporation has called for redemption on Dec. 18,
2007, $120 million in aggregate principal amount of its Senior
Floating Rate Notes due 2010.  The aggregate principal amount of
the Notes currently outstanding is $300 million.  The CUSIP
numbers for the Notes being called for redemption are 800907
AL1and U80024 AC3.

Upon redemption, holders of the Notes being redeemed will receive
the principal amount of the Notes being redeemed, plus accrued and
unpaid interest to but excluding the redemption date.

"This is the first step in our debt reduction initiative and we
remain committed to utilizing our positive cash flow to further
reduce debt in fiscal 2008," Jure Sola, chairman and CEO of
Sanmina-SCI Corporation, stated.

Copies of the Notice of Redemption may be obtained from U.S. Bank
National Association, the Paying Agent, by calling (800) 934-6802.

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is an   
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007
Standard & Poor's Ratings Services revised its outlook Sanmina-SCI
Corp. to negative from stable.  The corporate credit and senior
unsecured ratings are affirmed at 'B+', and the subordinated debt
rating is affirmed at 'B-'.


SCO GROUP: Court OKs Dorsey & Whitney as Special Corporate Counsel
------------------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. obtained authority from
the United States Bankruptcy Court for the District of Delaware
to employ Dorsey & Whitney LLP as their special corporate and
securities counsel, nunc pro tunc to Sept. 14, 2007.

As reported in the Troubled Company Reporter on Nov. 1, 2007,
Dorsey & Whitney is expected to:

   a. advise and counsel the Debtors with respect to their
      responsibilities in complying with the requirements of
      regulatory authorities and general corporate matters;

   b. give advice with respect to continued compliance with
      securities matters, specifically with respect to the
      Debtors' continued compliance with the Securities Act of
      1033 and the Securities and Exchange Act of 1934, including
      the preparation and filing of quarterly and annual reports
      required by federal law that will be necessary during the
      pendency of the cases;

   c. give advice with respect to general corporate governance,
      transactional, finance, labor and employment, and other
      related general outside counsel matters; and

   d. assist lead bankruptcy counsel as may be needed to protect
      the interests of the estates in all matters pending before
      the Court.

The Debtors will pay the firm at its standard hourly rate.  

      Professional                 Designation     Rate
      ------------                 -----------     ----
      Nolan S. Taylor, Esq.        Partner         $440
      Devan Padmanabhan, Esq.      Partner         $495
      Eric Lopez Schnabel, Esq.    Partner         $450
      Samuel P. Gardner, Esq.      Partner         $330
      David Marx, Esq.             Associate       $270

In addition, Dorsey had unbilled fees and expenses owed by the
Debtors totaling $53,128 and other expenses already billed
totaling $1,622.  Prior to the bankruptcy filing, Dorsey received
a $100,000 retainer, however Dorsey was not able to issue an
invoice for its unbilled expenses.  The Debtors and Dorsey has
requested for authority to apply the unbilled claim against the
retainer and the remainder of the retainer against fees approved
for payment pursuant to Court orders.

The Debtors believe that the employment of Dorsey & Whitney is
necessary and in the best interest of the Debtors' estates.

The firm can be reached at:

                Nolan S. Taylor, Esq.
                Dorsey & Whitney LLP
                170 South Main Street, suite 900
                Salt Lake, Utah
                http://www.dorsey.com/

                       About The SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides      
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Paul Steven Singerman, Esq. and Arthur J. Spector,
Esq. at Berger Singerman PA and Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl & Jones LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and
noticing agent.  The United States Trustee failed to form an
Official Committee of Unsecured Creditors in these cases due to
insufficient response from creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on March 12, 2008.  The
Debtors' schedules of assets and liabilities showed total assets
of $9,549,519 and total liabilities of $3,018,489.


SCO GROUP: Hearing on Asset Sale Protocol Deferred to December 5
----------------------------------------------------------------
The hearing to consider approval of the procedures governing the
sale of The SCO Group Inc. and SCO Operations Inc.'s business has
been rescheduled to Dec. 5, 2007, at 10:00 a.m.

The hearing was originally set for Nov. 16, at 4:00 p.m.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
the Debtors sought authority from the U.S. Bankruptcy Court for
the District of Delaware to sell certain of their assets to JGD
Management Corp. dba York Capital Management, subject to higher
and better offers.

The assets for sale are:

   -- the Debtors' Unix operating system;

   -- certain related claims in litigation; as well as

   -- certain transfer, cross-license and related agreements
      pertaining to the Hipcheck product line and Me Inc.
      Mobile intellectual property owned by Me Inc., a
      non-debtor affiliate.

Pursuant to an asset purchase agreement dated Oct. 22,2007,
JGD offered to buy the assets for $36,000,000 and agreed to post
an earnest money deposit of $1,800,000 or 5% of the purchase
price.

To participate in the auction, competing bids must accompany
a good faith cash deposit of not less than $1,800,000.

In the event a competing bid outbids JGD's offer, JGD will be
entitled to an all cash breakup fee of $780,000 plus reimbursement
of expenses incurred up to $300,000.

Court documents did not disclose specific date and place of the
auction.

                      IBM and Novell Object

The proposed sale is facing opposition from creditors
International Business Machines Corporation and Novell Inc.

IBM told the Court that the Debtors' proposed procedure for the
sale is deficient and that the bidder protections are based on
a misleading characterization of the purchase price.

IBM argued that the sale is improper and itself cannot be approved
because the Debtors propose to sell assets they don't own.

Additionally, Novell contended that the sale is "ill-advised at
every level."  

According to Novell, the Debtors have not "established an adequate
justification for emergency consideration of the proposed sale
on shortened notice, relying instead on unsubstantiated claims of
urgent circumstances allegedly dictated by" JGD.

                       About The SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides      
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Paul Steven Singerman, Esq. and Arthur J. Spector,
Esq. at Berger Singerman PA and Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl & Jones LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and
noticing agent.  The United States Trustee failed to form an
Official Committee of Unsecured Creditors in these cases due to
insufficient response from creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on March 12, 2008.  The
Debtors' schedules of assets and liabilities showed total assets
of $9,549,519 and total liabilities of $3,018,489.


SECURITIZED ASSET: Moody's Places Ratings Under Review
------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade ratings on two tranches issued by Securitized Asset
Backed Receivables (SABR) LLC Trust 2005-FR2.  The collateral
consists primarily of first-lien, subprime fixed and adjustable
rate mortgage loans.

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

Complete rating actions are:

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-FR2

  -- Cl. B-3, currently Baa3; on review for possible downgrade;
  -- Cl. B-4, currently Ba1; on review for possible downgrade;


SENIOR HOUSING: Moody's Lifts Sr. Debt Rating to Ba1 from Ba2
-------------------------------------------------------------
Moody's Investors Service has raised the senior debt ratings of
Senior Housing Properties Trust to Ba1, from Ba2.  The rating
outlook is stable.

"This upgrade results from the improving credit profile of Senior
Housing's overall tenant base, especially Five Star, as well as
the REIT's execution of a modest, but disciplined growth strategy,
" noted Lori Marks, Moody's analyst.

Five Star Quality Care, Senior Housing's largest tenant, has
established more of a track record as a public company, increasing
its size and profitability since its 2001 IPO.  Five Star has
grown to be the fourth-largest public operator of senior living
facilities in the USA, and has repeatedly demonstrated its ability
to access the capital markets.  In addition, Five Star's
properties have been performing well overall, with property-level
rent coverage on each of its two master leases with SNH of 1.3x
and 1.6x, respectively.  Moody's also notes that Senior Housing
has demonstrated modest, consistent growth, increasing its
presence in the private pay segments of the healthcare real estate
markets and reducing its exposure to government reimbursement and
the associated earnings volatility.  Senior Housing's conservative
financial profile evidenced by low leverage, minimal usage of
secured debt and high fixed charge coverage continues to be a key
credit strength.

Moody's continues to view Senior Housing's large tenant
concentration and external management structure as important
credit challenges.  Five Star is Senior Housing's largest tenant
and contributes about 70% of the REIT's annualized rent. Although
Five Star's performance has been improving, this is still a large
exposure for Senior Housing to have with one operator.  In
addition, Moody's views cautiously Senior Housing's external
management structure.  The REIT is managed by Reit Management &
Research, which also manages HRPT Properties Trust and Hospitality
Properties Trust.  RMR earns a fee based on the amount of assets
under management, which can promote a conflict of interest as the
management company has an interest in growing the REIT and not
necessarily operating earnings.  Moody's also notes that
additional conflicts of interest may arise as RMR also provides
management services to Five Star.

Further upward ratings momentum would be difficult given Senior
Housing's Five Star concentration and small size.  In order to
reach investment grade status, Senior Housing would need to
materially reduce its Five Star concentration and increase its
size to over $4 billion in gross assets - enhanced property type
diversification (outside of senior housing) would be a plus.  
Continued improvement in property coverage ratios and maintenance
of historically conservative financial profile with modest overall
leverage and secured debt would also be necessary for an upgrade.

A rating downgrade would likely result from weak operating
performance at Five Star or sustained deterioration in property
level coverage ratios.  Given Senior Housing's Five Star
concentration, we expect the REIT to maintain relatively
conservative balance sheet metrics for its rating category.  
Therefore, an increase in leverage above 40% or a sustained
decline in fixed charge coverage below 3x, which Moody's does not
anticipate, would also be viewed negatively.

These ratings were upgraded:

Senior Housing Properties Trust -- Senior debt to Ba1, from Ba2;
senior unsecured debt shelf to (P)Ba1 from (P)Ba2; subordinated
debt shelf to (P)Ba2, from (P)Ba3; preferred stock shelf to
(P)Ba3, from (P)B1

Senior Housing Properties Trust is a real estate investment trust
based in Newton, Massachusetts that owns independent living and
assisted living communities, continuing care retirement
communities, hospitals and nursing homes located throughout the
United States.  As of September 30, 2007, the REIT owned 196
healthcare properties located in 32 states.


SONICBLUE INC: Chapter 11 Trustee Can Sell Epic Shares for $12,000
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Dennis J. Connolly, chapter 11 trustee in the cases of
SONICBlue Incorporated and its debtor-affiliates, to sell the
shares of Epic Technologies Inc. to James E. Kohl and Charles W.
Eichelberger.

As of the bankruptcy filing, SONICBlue owned Epic shares
consisting of 22,583 shares of series A convertible preferred
stock, par value $0.01 per share and 312,500 series B convertible
preferred stock, par value $0.01 per share.

The trustee relates that Messrs. Kohl and Eichelberger, officers
of Epic, will buy the shares from SONICBlue pursuant to the terms
in a stock purchase agreement.

The agreement provides that the buyers will pay the trustee
$12,000 in exchange for the shares.  The agreement also provides,
among others:

a. SONICBlue will sell to the buyers its right, title and interest
in the shares.  The trustee will deliver the stock certificates to
the buyers;

b. for a period of 18 months after the closing date, the  trustee
may repurchase the shares according to this schedule:

        Time Since Closing            Amount
        ------------------            ------
        Less than 6 months            $25,000
        6 months to 12 months         $50,000
        12 months to 18 months        $75,000

c. during the term of the call option, buyers may purchase the
call option from the trustee.  The call option purchase price is
equal to the greater of (a) 50% of the difference between the call
option price and $12,000, and (b) 50% of the difference between
$12,000 and any price that buyers have agreed to sell the shares
to any subsequent buyers;

d. upon buyers' request and cost, the trustee will execute and
deliver necessary documents and do proper actions to the shares in
buyers.

According to the trustee, there were no other offers for the
shares.  The trustee believes that the purchase price is fair and
reasonable and is the best offer under the circumstances.

                   About SONICblue Incorporated

Based in Santa Clara, California, SONICblue Incorporated is
involved in the converging Internet, digital media, entertainment
and consumer electronics markets.  The company, together with
three of its wholly owned subsidiaries, Diamond Multimedia Systems
Inc., ReplayTV Inc., and Sensory Science Corporation, filed for
Chapter 11 protection on Mar. 21, 2003 (Bankr. N.D. Calif. Case
Nos. 03-51775 to 03-51778).  When the Debtors filed for protection
from their creditors, they listed assets totaling $342,871,000 and
debts totaling $335,473,000.

The Court disqualified Pillsbury Winthrop Shaw Pittman LLP as the
Debtors' bankruptcy counsel due to the firm's failure to disclose
conflicts of interest and the evidence of a "Fraud on the Court
Motion" filed by SonicBlue Claims LLC, a company created to buy
creditors' claims.  As a result, the Court appointed Dennis J.
Connolly as the Chapter 11 trustee in the Debtors' cases.


SR TELECOM: Sept. 30 Balance Sheet Upside-Down by CDN$30.8 Million
------------------------------------------------------------------
SR Telecom Inc. disclosed its third quarter results for the period
ending Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet showed total assets
of CDN$95.7 million and total liabilities of CDN$126.6 million,
resulting in a stockholders' deficit of CDN$30.8 million.  Equity
at Dec. 31, 2006, was CDN$10.9 million.

SR Telecom's third quarter revenue grew 10% to $18.0 million from
CDN$16.4 million during the same period in 2006.  Revenue in the
third quarter of 2007 was below management's expectations and was
generated mainly through the ongoing implementation of major
legacy contracts in Mexico and Argentina.  Operating loss from
continuing operations was CDN$19.6 million, a significant decrease
from the CDN$41.5 million operating loss recorded during the same
period one year ago.  Net loss and comprehensive loss was
CDN$22.2 million compared to CDN$53.5 million in 2006.

A large portion of these improvements are due to the $21.6 million
in restructuring charges that were incurred in 2006.  Nonetheless,
the 2007 third quarter showed a CDN$6.3 million decline in
selling, general and administrative expenses.  The SG&A gains,
however, were offset by a CDN$7.0 million shift from gross profit
to gross loss, due primarily to a CDN$3.6 million write down of
inventory, and to the company's symmetryONE product experiencing
significant price pressure in the market.  Year-to-date revenue
was CDN$63.2 million, up 25.0% from CDN$50.4 million in the first
nine months of 2006.  Operating loss for the nine-month period in
2007 was CDN$42.1 million compared to CDN$70.7 million in the same
period of 2006.  The year-to-date net loss and comprehensive loss
was CDN$49.3 million compared to CDN$84.4 million during the first
nine months in the prior year.

Backlog at Sept. 30, 2007, stood at CDN$19.3 million, the majority
of which is expected to be delivered by the end of this year.  
This compares with CDN$45.4 million at the end of 2006 and
CDN$27.1 million at the end of the second quarter of 2007.

                       Management Expectations

SR Telecom reported improved revenues and decreased losses in its
third quarter compared to the same period in 2006; however,
these results remained below management's expectations.  Third
quarter revenues were adversely affected by a longer-than-
anticipated sales cycle with several large potential customers.  
The company nonetheless remains encouraged by the continuing
interest in its symmetryMX suite of WiMAX solutions from customers
around the world.

The company also reported that, further to the strategic review
initiated on May 10, 2007, its Board of Directors has evaluated
the company's strategic options in the context of SR Telecom's
past and present financial situation, its order backlog, and the
likelihood of future success with its existing structure.  The
Board has concluded that it is in the company's best interests to
actively pursue the sale of the company and/or its assets.

SR Telecom has engaged investment bankers Lazard Ltd. to assist
the company in identifying interested parties.  The Board has
appointed a special committee in connection with this process,
which will continue to evaluate the company's strategic options.

"To grow and succeed in the global WiMAX market, SR Telecom needs
a strong financial footing, a diversified product portfolio and
the purchasing power to benefit from economies of scale," Paul
Griswold, Chairman of the Board of SR Telecom, said.

"While SR Telecom has taken positive strides in 2007, its past
financial performance and current market perceptions weigh heavily
on operations, and the company needs to consider alternatives to
strengthen itself other than solely through additional financing
options," President and CEO Serge Fortin added.

                        Financial Position

As reported in the Troubled Company Reporter on July 6, 2007, the
company entered into an agreement with a syndicate of lenders
comprised of shareholders providing for a term loan of
CDN$35.0 million, all of which was drawn at closing.  An
additional CDN$10 million term loan could be available for
drawdown, subject to certain conditions being met, for a period of
up to one year from closing.

As at Sept. 30, 2007, management believes the company had not met
all of the conditions required to drawdown the additional
CDN$10 million.

As at Sept. 30, 2007, the company's consolidated cash, including
restricted cash, was CDN$27.1 million, up slightly from
CDN$26.2 million at Dec. 31, 2006.

                        About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access      
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  SR Telecom's products are currently deployed in
more than 110 countries worldwide.


STANLEY-MARTIN: S&P Holds B+ Rating and Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Stanley-
Martin Communities LLC and its subsidiary, Stanley-Martin
Financing Corp., to negative from stable.  Concurrently, S&P
affirmed its 'B+' corporate credit and 'B-' senior subordinated
debt ratings on these two companies.
      
"The outlook revision reflects this privately held homebuilder's
comparatively large, and more widespread, impairment charge this
quarter, which eroded the book value of the company's already
small equity base," said credit analyst Lisa Wright.  "Although we
expect Stanley-Martin's markets to remain challenging through
2008, which would continue to adversely affect EBITDA-based credit
measures and leverage, we believe the company's infill locations
in its core Washington, D.C., market do position the company
competitively for the longer term."
     
S&P expect the weak housing market conditions in Washington, D.C.,
and Southern Maryland to continue challenging the company's
operating and credit metrics through 2008.  S&P will lower its
ratings if Stanley-Martin falls significantly short of sales
expectations (including within its community openings planned for
the next couple of quarters) or if leverage rises further.  
Conversely, S&P would revise the outlook back to stable if cash
flow from operations turns positive as a consequence of stronger
performance and if the company's core Washington, D.C., housing
market shows signs of firming.


STRUCTURED ASSET: Moody's Downgrades Ratings on Four Tranches
-------------------------------------------------------------
Moody's Investors Service has downgraded ratings on four tranches
issued by Structured Asset Investment Loan Trust 2003-BC6, four
tranches issued by Structured Asset Investment Loan Trust 2003-
BC7, three tranches issued by Structured Asset Investment Loan
Trust 2003-BC8, and five tranches issued by Structured Asset
Investment Loan Trust 2003-BC9.  Each trust's collateral consists
primarily of first-lien, subprime fixed and adjustable rate
mortgage loans.  These deals have low pool factors (all pool
factors are lower than 11.46% as of October 2007).

The downgrades are driven by back ended losses that have eroded
credit support to a point where the subordinate tranches no longer
have sufficient enhancement levels to maintain their current
ratings in light of the anticipated losses.

Complete rating actions are:

Issuer: Structured Asset Investment Loan Trust 2003-BC6

  -- Cl. M2, currently A2; downgraded to Baa2;
  -- Cl. M3, currently A3; downgraded to Ba2;
  -- Cl. M4, currently Baa1; downgraded to B1;
  -- Cl. B, currently Baa3; downgraded to B1.

Issuer: Structured Asset Investment Loan Trust 2003-BC7

  -- Cl. M3, currently A3; downgraded to Ba1;
  -- Cl. M4, currently Baa1; downgraded to Ba3;
  -- Cl. M5currently Baa2; downgraded to B1;
  -- Cl. B, currently Baa3; downgraded to B1.

Issuer: Structured Asset Investment Loan Trust 2003-BC8

  -- Cl. M4, currently Baa1; downgraded to Ba3;
  -- Cl. M5, currently Ba3; downgraded to Caa2;
  -- Cl. B, currently B1; downgraded to C.

Issuer: Structured Asset Investment Loan Trust 2003-BC9

  -- Cl. M2, currently A2; downgraded to Baa2;
  -- Cl. M3, currently A3; downgraded to Ba1;
  -- Cl. M4, currently Ba1; downgraded to Ca;
  -- Cl. M5, currently B2; downgraded to C;
  -- Cl. B, currently B3; downgraded to C.


STRUCTURED ASSET: Moody's Junks Rating on Class B2 Loans
--------------------------------------------------------
Moody's Investors Service has downgraded ratings on two tranches
issued by Structured Asset Securities Corporation, Series 2003-
BC1.  The collateral consists primarily of first-lien, subprime
fixed and adjustable rate mortgage loans.  The pool factor of the
deal as of October 2007 is 17.22%.

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

Complete rating actions are:

Issuer: Structured Asset Securities Corporation, Series 2003-BC1

  -- Cl. B1, currently Baa2; downgraded to B2;
  -- Cl. B2, currently Ba3; downgraded to C;


STRUCTURED ASSET: S&P Lowers Rating on Class M6 Certs. to BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M6 mortgage pass-through certificates from Structured Asset
Securities Corp. Mortgage Loan Trust 2006-GEL3 to 'BB'
from 'BBB-'.  Concurrently, S&P affirmed its ratings on 18 classes
from three Structured Asset Securities Corp. Mortgage Loan Trust
transactions.
     
The downgrade reflects the deteriorating performance of the
collateral pool for series 2006-GEL3.  Excess interest cash flows
have outpaced monthly net losses in just two out of the past 12
months.  This has resulted in an erosion of overcollateralization.  
As of the Oct. 25, 2007, remittance
period, O/C was approximately $5,858,612, compared with a target
of $10,269,912, resulting in a deficiency of approximately
$4,411,400.
     
Additionally, the delinquency pipeline for series 2006-GEL3 has
increased 83.36% to 22.04% in October 2007 from 12.02% in November
2006.  These delinquencies continue to result in losses, which
have led to actual and projected credit support levels that no
longer support the previous rating on class M6.  As of the Oct.
25, 2007, distribution date, severely delinquent
loans (90-plus days, foreclosures, and REOs) for series 2006-GEL3
were 15.55% of the current pool balance, which is an increase of
more than 100% from the same period one year ago; cumulative
realized losses were 1.73% of the original pool balance.
     
S&P will continue to closely monitor this transaction.  If
delinquencies continue to translate into realized losses, S&P will
take further negative rating actions.
     
As of the October 2007 remittance period, severely delinquent
loans for series 2004-NP2 and 2005-GEL2 were 57.04% and 10.15% of
the current pool balances, respectively.  Cumulative realized
losses, as a percentage of the original pool balances, were 1.31%
for series 2004-NP2 and 1.27% for series 2005-GEL2.  Although the
severely delinquent loan percentage for series
2004-NP2 is high, it is 13.41% lower than it was a year ago.
     
Notwithstanding the downgrade of class M6 from series 2006-GEL3,
the remaining classes from this series have adequate credit
support for the current ratings.  Likewise, series 2004-NP2 and
2005-GEL2 also have adequate credit support for the current
ratings.  A combination of subordination, excess spread, and O/C
provide credit support for these transactions.  The affirmations
reflect loss coverage percentages that are sufficient to maintain
the current ratings.
     
Seasoning for these transactions ranges from 15 months to 35
months, and these series have outstanding pool factors of 75.68%
or lower.
     
The underlying collateral originally consisted of outside-the-
guidelines and nonperforming mortgage loans secured by first and
second liens on one- to four-family residential properties.
   

                       Rating Lowered

     Structured Asset Securities Corp. Mortgage Loan Trust
              Mortgage pass-through certificates

                                         Rating
                                         ------
         Series         Class      To              From
         ------         -----      --              ----
         2006-GEL3      M6         BB              BBB-

                       Ratings Affirmed
  
     Structured Asset Securities Corp. Mortgage Loan Trust
              Mortgage pass-through certificates

         Series               Class             Rating
         ------               -----             ------
         2004-NP2             A                 AAA
         2004-NP2             M1                AA
         2004-NP2             M2                A
         2004-NP2             B                 BBB
         2005-GEL2            A                 AAA
         2005-GEL2            M1                AA
         2005-GEL2            M2                A
         2005-GEL2            M3                BBB+
         2005-GEL2            M4                BBB
         2005-GEL2            B                 BBB-
         2006-GEL3            A1, A2, A3        AAA
         2006-GEL3            M1                AA
         2006-GEL3            M2                AA-      
         2006-GEL3            M3                A
         2006-GEL3            M4                A-
         2006-GEL3            M5                BBB


SUBURBAN PROPANE: Moody's Holds Ba3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Suburban Propane Partners, L.P.
Ba3 Corporate Family Rating and probability of default rating.  
Moody's also affirmed the B1 (LGD 5, 73% changed from 78%) rating
on the partnership's 6.875% senior notes due 2013.  The outlook is
stable.

"Suburban's substantial market position, proven cost saving
initiatives and conservative financial policies have strongly
positioned the partnership within its Ba3 corporate family
rating," commented Pete Speer, Moody's Vice-President/Senior
Analyst.  "Over the past two years the partnership has streamlined
it operations, taking costs out of the business while improving
its customer service."

These operational improvements combined with exiting certain lower
margin businesses have resulted in steadily increasing EBITDA
margins and cash flows.  This enhanced profitability was achieved
despite volume declines in Suburban's core residential propane and
heating oil markets due to customer conservation and warmer
weather.  Suburban's exchange of common units for its General
Partner's incentive distribution rights also strengthened the
partnership's credit profile by removing the IDR burden on
Suburban's cost of capital and eliminating the potential conflict
of interest created by these arrangements.

The Ba3 rating reflects the continued challenges of operating in
the propane and fuel oil retail distribution business which
remains highly fragmented and competitive.  Substantial increases
in propane and fuel oil prices over the past four years combined
with continual improvements in home insulation and appliance
efficiency have resulted in conservation driven volume declines
and higher price sensitivity by customers.  Recent spikes in
propane and fuel oil prices to record levels will likely drive
further conservation efforts by customers. The rating also
incorporates the inherent challenge of the MLP model that combines
the ongoing pressure to increase distributions to the unit holders
while requiring continual access to the capital markets to fund
growth capex and acquisitions.

Speer added, "This conservation trend combined with past warmer
winters has made organic growth extremely difficult, making
industry consolidation even more attractive.  Suburban's ratings
are somewhat restrained by acquisition event risk, including the
possibility of acquisitions in other midstream businesses."

Suburban Propane Partners, LP is a publicly traded master limited
partnership based in Whippany, New Jersey.  The partnership is
among the largest retail marketers of propane in the United States
and also distributes fuel oil and refined fuels, markets natural
gas and electricity and sells HVAC products and services.


TABERNA PREFERRED: S&P Affirms 'BB' Rating on Class F Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class E and F notes issued by Taberna Preferred Funding VIII Ltd.,
a trust preferred collateralized debt obligation transaction, and
removed them from CreditWatch with negative implications, where
they were placed on Nov. 15, 2007.  At the same time, S&P affirmed
ist ratings on the class A-1A, A-1B, A-2, B, C, and D notes.  
     
The affirmations and CreditWatch removals reflect
overcollateralization that is sufficient to support the notes at
the current rating levels.

     Ratings Affirmed and Removed from Creditwatch Negative
   
             Taberna Preferred Funding VIII Ltd.

                               Rating
                               ------
                      Class   To     From
                      -----   --     ----
                      E       BBB    BBB/Watch Neg             
                      F       BB     BB/Watch Neg              

                       Ratings Affirmed
   
              Taberna Preferred Funding VIII Ltd.
                       Class     Rating
                       -----     ------
                       A-1A      AAA
                       A-1B      AAA                  
                       A-2       AAA
                       B         AA
                       C         A
                       D         A-


TERWIN MORTGAGE: S&P Junks Rating on Class 2-B-3 Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of asset-backed certificates from Terwin Mortgage Trust
2004-21HE.  The rating on class 1-M-3, one of the downgraded
classes, remains on CreditWatch with negative implications.  In
addition, S&P affirmed its ratings on the remaining 10 classes
from this transaction.
     
The lowered ratings reflect the deterioration in available credit
support to these classes as of the October 2007 remittance report.  
Loan group 1 has realized $489,188 in cumulative losses, and
overcollateralization, at $569,980, is below its target of
$787,535. Serious delinquencies (90-plus days, foreclosures, and
REOs) for this loan group are 13.05% of the current principal
balance, and thus the current and projected credit support levels
for class 1-M-3 were insufficient at the previous rating level.  
Loan group 2 has realized $2.82 million in cumulative losses, and
O/C was depleted during the September 2007 remittance period,
which caused class 2-B-4 to default.  While serious delinquencies
are 13.78% of the current principal balance for loan group 2,
monthly net losses have continued to outpace monthly excess
interest during most periods.  The six-month average loss amount
is approximately $318,000, while monthly excess interest has been
less than $30,000 during most periods.  This transaction is
seasoned 34 months, and loan groups 1 and 2 have paid down to
17.80% and 18.15%, respectively.
     
The affirmations reflect sufficient credit support percentages to
support the current ratings as of the October 2007 remittance
period.
     
A combination of subordination, excess spread, and O/C provides
credit support to this transaction.  The pool was initially
composed of fixed- and adjustable-rate subprime mortgage loans
secured by first or second liens on residential properties.


                         Ratings Lowered

                Terwin Mortgage Trust 2004-21HE

                                    Rating
                                    ------
             Class             To             From
             -----             --             ----
             2-B-1             BBB-           BBB+
             2-B-2             BB-            BBB
             2-B-3             CCC            B
             2-B-4             D              CCC

      Rating Lowered and Remaining on Creditwatch Negative

                 Terwin Mortgage Trust 2004-21HE

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             1-M-3             B/Watch Neg    BB/Watch Neg
     
                        Ratings Affirmed

                Terwin Mortgage Trust 2004-21HE

           Class                              Rating
           -----                              ------
           2-A-1, 2-A-3, 2-S, 1-A-1           AAA
           2-M-1                              AA+
           2-M-2, 1-M-1                       AA
           2-M-3, I-M-2                       A
           2-M-4                              A-


TEXHOMA ENERGY: Dec. 31 Balance Sheet Upside-Down by $2.7 Million
-----------------------------------------------------------------
Texhoma Energy Inc.'s consolidated balance sheet at Dec. 31, 2006,
showed $6.8 million in total assets and $9.5 million in total
liabilities, resulting in a $2.7 million total shareholders'
deficit.

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with $800,847 in total current assets
available to pay $1.2 million in total current liabilities.

The company incurred a net loss of $53,000 for the quarter ended
Dec. 31, 2006, as compared to a net loss of $71,000 for the
quarter ended Dec. 31, 2005, an increase of $18,000.  

The company reported revenues of $478,000 for the quarter ended
Dec. 31, 2006, compared with $-0- for the quarter ended Dec. 31,
2005.  These revenues are the result of the company's interest in
various oil and gas properties purchased in March 2006 as well
other interests the company had previously obtained.  The company
had no oil and gas properties during the quarter ended Dec. 31,
2005.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 30, 2006, are available for
free at http://researcharchives.com/t/s?2589

                       Going Concern Doubt

GLO CPAs LLP, in Houston, expressed substantial doubt about
Texhoma Energy Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Sept. 30, 2006, and 2005.  The auditing firm reported
that the company has recurring operating losses, negative working
capital and is dependent on financing to continue operations.  

                       About Texhoma Energy

Headquartered in Dallas, Texhoma Energy Inc. (Other OTC: TXHE.PK)
engages in the exploration and production of crude oil and natural
gas.  It has a 6% participation agreement for the exploration and
development of an area in Louisiana.


TRANSDIGM GROUP: Earns $24.7 Million in Qtr. ended September 30
---------------------------------------------------------------
TransDigm Group Incorporated reported results for the fourth
quarter and fiscal year ended Sept. 30, 2007.  
    
Net income for the fourth quarter rose 62.1% to $24.7 million
compared with $15.2 million, in the comparable quarter a year ago.  
This increase in net income of $9.5 million was due to the growth
in net sales, plus favorable aftermarket sales mix partially
offset by higher amortization expense and research and development
expenses.

Lower interest expense as a percentage of net sales and a lower
effective tax rate also contributed to the increase in net
income as a percentage of net sales.
    
In Fiscal 2007, net income increased 253% to $88.6 million from
$25.1 million in the comparable period a year ago.  The increase
was due to the absence of debt refinancing costs recorded in the
prior-year period and to acquisitions and the organic growth in
net sales, from the commercial aerospace aftermarket and OEM
markets, along with our ongoing operational improvement focus.

The increase was partially offset by higher spending on research
and development and an increase in amortization expenses relating
to the recent acquisitions.  Also contributing to the increase in
net income as a percentage of sales was lower interest expense as
a percentage of net sales and a lower effective tax rate.
        
On May 25, 2007, the company completed a secondary offering of
11,500,000 shares of common stock at $35.25 per share.  All of the
shares were sold by TD Group Holdings LLC, an entity controlled by
Warburg Pincus, and certain members of management.  The company
did not receive any proceeds from the offering.

Additionally, the company acquired the businesses of aerospace
component suppliers Bruce Aerospace Inc. on Aug. 10, 2007, ATI on
Feb. 7, 2007 and CDA InterCorp on Oct. 3, 2006.
    
"We are pleased with our operating results for the fourth quarter
and the full fiscal year," W. Nicholas Howley, TransDigm Group's
chairman and chief executive officer, said. "We saw strong organic
growth across all commercial aerospace markets and improving
trends in our defense business.  We completed three acquisitions
during the year, and the integration process is on track."  

"Due to a combination of particularly strong commercial
aftermarket demand and ongoing productivity and value pricing
efforts, we were able to improve our EBITDA As Defined margin to
46.3% for fiscal 2007 compared with 44.7% in the prior-year period
in spite of the slightly dilutive impact of the ATI acquisition,"
Mr. Howley remarked.

At Sept. 30, 2007, the company has 1.4 billion in long-term debt
compared to $925 million for the same period in the previous year.

                     About TransDigm Group
   
Headquartered in Cleveland, Ohio, TransDigm Group Incorporated
(NYSE: TDG) - http://www.transdigm.com/-- through its wholly-
owned subsidiaries, is a designer, producer and supplier of
engineered aircraft components for use on nearly all commercial
and military aircraft in service.  Major product offerings,
substantially all of which are provided to end-users in the
aerospace industry, include ignition systems and components, gear
pumps, mechanical/electromechanical actuators and controls, NiCad
batteries/chargers, power conditioning devices, hold-open rods and
locking devices, engineered connectors, engineered latches and
cockpit security devices, lavatory hardware and components and
specialized AC/DC electric motors, aircraft audio systems, cockpit
displays, valving and fluorescent lighting.

                          *     *     *

Moody's Investor Services placed TransDigm Group Incorporated's
long term issuer default rating at 'B' in May 2006.  The outlook
is negative.  The rating holds to this date.


TREY RESOURCES: Sept. 30 Balance Sheet Upside-Down by $4.01 Mil.
----------------------------------------------------------------
Trey Resources Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $2,282,762 in total assets and $6,294,319 in total
liabilities, resulting in a $4,011,557 total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1,406,524 in total current assets
available to pay $6,078,671 in total current liabilities.

The company reported a net loss of $303,167 on on net sales of
$1,648,227 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $147,316 on net sales of $1,787,949 for the
same period in 2006.

Sales were all generated by the company's operating subsidiary,
SWK Technologies.  

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?258b

                       Going Concern Doubt

Bagell, Josephs, Levine & Company LLC, in Gibbsboro, N.J.,        
expressed substantial doubt about Trey Resources Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's  
substantial accumulated deficits and operating losses.

                       About Trey Resources

Headquartered in Livingston, N.J., Trey Resources Inc. (OTC BB:
TYRIA.OB) -- http://www.treyresources.com/ -- is an information  
technology and software company.  Through its principal operating
subsidiary, SWK Technologies, the company is a value added
reseller of Best Software's financial accounting software,
including MAS90, MAS200, MAS500, and BusinessWorks.  Trey also
publishes MAPADOC, its own proprietary electronic data  
interchange software.  In addition, the company provides network
service and business consulting services for its clients, which
includes providing Sarbanes Oxley (SOX 404) technology audits for
public companies.


TRIPLE CROWN: Selling Host Communications to IMG for $74.3 Mil.
---------------------------------------------------------------
Triple Crown Media Inc. has signed a definitive agreement for the
sale of its Host Communications Inc. businesses to IMG College
Sports Group, the sports, entertainment and media company.

The transaction will be for a gross price of approximately
$74.3 million subject to working capital adjustments of up to
$1.4 million and an indemnity escrow amount of $5 million.

The completion of the sale, which is subject to customary
conditions to closing, is expected to occur on or before November
15.  Current plans call for TCMI president Thomas J. Stultz to
join IMG as senior vice president and managing director of IMG
College Sports.  TCMI chairman Robert S. Prather, Jr. will assume
management of the company's newspapers.

The Host businesses in the fiscal year ended June 30, 2007
generated $81.8 million in revenues and EBITDA of approximately $9
million.  When the sale is finalized, TCMI will continue to
operate its Newspaper Publishing segment.

After the divestiture TCMI estimates corporate expenses of
approximately $2 million a year for public company expenses,
legal, accounting and administration.  

Mr. Prather said TCMI plans to use the proceeds from the sale of
the Host businesses to pay down TCMI debt.

TCMI was represented on the Host transaction by Allen & Company of
New York City.

                  About Triple Crown Media Inc.
  
Headquarteted in Lexington, Kentuky, Triple Crown Media Inc.
(NASDAQ:TCMI) -- http://triplecrownmedia.com/--  is a media  
company.  The company's operating segments include its Newspaper
Publishing, GrayLink Wireless segments, Collegiate Marketing and
Production Services segment and Association Management Services
segment. Collegiate Marketing and Production Services segment and
Association Management Services segment are operated by a wholly
owned subsidiary, Host Communications Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Standard & Poor's Ratings Services placed its ratings for Triple
Crown Media LLC, including the 'B' corporate credit rating, on  
CreditWatch with negative implications.  The action follows the
company's disclosure of the sale of its Host Communications Inc.
businesses.


TRUE TEMPER: Moody's Cuts Corp. Family Rating to Caa2 from Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded True Temper Sports, Inc.'s
corporate family rating to Caa2 from Caa1 and its senior
subordinated notes rating to Caa3 from Caa2.  Moody's also
affirmed the B1 rating on the company's first lien senior secured
credit facilities.  The downgrade reflects the company's very weak
operating performance for the quarter ended September 30, 2007
stemming from increases in the cost of nickel, certain
inefficiencies in its primary steel shaft manufacturing facility,
and to a lesser extent, rising medical benefit costs.

Specifically, the company's reported EBITDA declined to
$1.6 million for the September 2007 quarter from $4.3 million the
same period last year.  As such, Moody's has concerns over
continued covenant compliance.

Moody's acknowledges that the company's EBITDA should improve in
the December 2007 quarter relative to the prior quarter, based on
more favorable nickel costs, an October 1st price increase, good
sales trends for both steel and graphite shafts, and the cost
savings associated with a new medical plan.  Nevertheless, this
expected improvement might not be sufficient to ensure covenant
compliance for the December 2007 quarter.  The company faces a
sharp tightening of all its financial covenants in the December
2007 and March 2008 quarters.  Additionally, since the credit
agreement limits sponsor equity contributions for cure purposes to
twice over a four-quarter period, the sponsor cannot contribute
additional cure equity until the June 2008 quarter.  Therefore,
the company's financial flexibility is very limited.  

Notwithstanding these risks, the rating considers the equity
sponsor's (Gilbert Global Equity Partners, L.P.) continued support
for True Temper as evidenced by it contributing $5 million of
additional equity ($6.7 million in total since August) that
allowed the company to remain compliant with the September 30,
2007 financial covenants governing the senior secured credit
facilities.  The ratings outlook was revised to negative from
stable.

Ratings downgraded:

  -- Corporate family rating to Caa2 from Caa1;
  -- Probability-of-default rating to Caa2 from Caa1;
  -- $125 million senior subordinated notes due 2011, to Caa3
     (LGD5, 80%) from Caa2 (LGD5, 80%).

Ratings affirmed:

  -- $20 million senior secured revolving credit facility due
     2009, at B1 (LGD2, 16%);

  -- $86 million senior secured term loan B due 2011, at B1
     (LGD2, 16%).

True Temper' Caa2 rating is driven by the company's high leverage,
inadequate interest coverage, and the prospects for continued
negative cash flows given weak earnings and planned investments in
its startup manufacturing facility in China.  Concerns over the
company's quantitative profile are further compounded by business
risks, including the company's modest size, limited product
diversification, some customer concentration, and sensitivity to
commodity price fluctuations.  Notwithstanding these concerns, the
rating recognizes the potential for improving operating
performance and the continued support of the equity sponsor.

The negative outlook reflects Moody's concern over continued
covenant compliance, and uncertainty with regards to the potential
timing and strength of a recovery in True Temper's earnings given
its exposure to volatile raw material costs and continued, albeit
improving, inefficiencies in its primary steel shaft manufacturing
facility.

Headquartered in Memphis, Tennessee, True Temper Sports, Inc.
manufactures steel and graphite golf club shafts.  The company
also manufactures tubular components for other recreational sports
including hockey and bicycling.  Sales were approximately $111
million for the twelve months ended September 30, 2007.


TWEETER HOME: Can Assume & Assign Mitsubishi Dealership Contract
----------------------------------------------------------------
Tweeter Home Entertainment Group, Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to assume an authorized dealer contract with
Mitsubishi Consumer Electronics America, Inc., and assign it to
Tweeter Newco, LLC.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
LLP, in Wilmington, Delaware, related that following the sale of
the Debtors' assets, the Debtors and Tweeter Newco entered into a
vendor settlement, under which Tweeter Newco paid the Debtors
$1,000,000 for rights to certain vendor credits.

According to Mr. Galardi, the Debtors and Tweeter Newco had a
disagreement regarding their respective rights to $210,670,
representing credits owed by Mitsubishi to the Debtors.

After arm's-length negotiations, the Debtors and Tweeter Newco
resolved their disputes, and agreed that:

   (a) Tweeter Newco will pay the Debtors $63,200;

   (b) the Debtors will assign the Mitsubishi Contract and its
       Credits to Tweeter Newco;

   (c) any payment under the assignment of the Contract will not
       be counted against payment caps set forth in the Sale
       Order or Asset Purchase Agreement; and

   (d) the Debtors will waive claims or causes of action their
       estates may have against the non-Debtor parties to the
       Mitsubishi Contract.

The Debtors have determined that the assumption and assignment of
the Mitsubishi Contract will generate maximum benefit to the
Debtors' estates, their creditors, and other parties-in-interest.

By complying with the Tweeter Newco's designation and resolving
their disputes with respect to the Mitsubishi Contract and its
Credits, the Debtors are relieved of any obligations associated
with the Contract.  The Debtors believe that there are no
outstanding cure amounts with respect to the Contract.

The Debtors stated that they may identify other contracts and
unexpired leases to be assumed or rejected, and reserve the right
to assume or reject additional contracts in the future.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and    
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.  As of Dec. 21, 2006,
Tweeter had total assets of $258,573,353 and total debts of
$190,417,285.  The Court gave the Debtors until Feb. 6, 2008 to
file a plan of reorganization.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on Feb. 6, 2008.  
(Tweeter Bankruptcy News, Issue No. 14, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TWEETER HOME: Committee Given Approval to Pursue Potential Actions
------------------------------------------------------------------
Tweeter Home Entertainment Group, Inc., and its debtor-affiliates,
on behalf of the Official Committee of Unsecured Creditors,
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to commence and prosecute certain actions under
Chapter 5 of the Bankruptcy Code.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, related that, since the closing of
the sale of substantially all of their assets, the Debtors have
worked closely with the Committee.  As part of the wind-down
process, he said, the Committee has identified certain potential
Actions to recover amounts paid to certain employees.  The
payments were made before the bankruptcy filing from a Deferred
Compensation Trust operated by the Debtors.

The Debtors and the Committee have agreed that the Committee is
the best party to pursue Potential Actions, since:

   (a) several employees continue to provide services to the
       Debtors under the Transition Services Agreement;

   (b) it is likely that the Potential Actions will be
       transferred to a creditor trust upon confirmation of a
       liquidation plan; and

   (c) the current counsel will pursue those Potential Actions on
       behalf of that creditor trust.

Mr. Galardi asserted that the transfer of the Potential Actions to
the Committee will avoid duplication of efforts that might
otherwise occur upon confirmation of a plan of reorganization.  
Pursuant to Sections 1103(c)(5) and 1109, and as confirmed by the
United States Court of Appeals for the Third Circuit, creditors'
committees are allowed under certain conditions to assert causes
of action on behalf of a debtors' estate.  Mr. Galardi noted that
the Bankruptcy Court had previously granted relief in similar
cases, citing In re Cybergenics, 330 F.3d at 580.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and    
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.  As of Dec. 21, 2006,
Tweeter had total assets of $258,573,353 and total debts of
$190,417,285.  The Court gave the Debtors until Feb. 6, 2008 to
file a plan of reorganization.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on Feb. 6, 2008.  
(Tweeter Bankruptcy News, Issue No. 14, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TWEETER HOME: Court OKs Zurich Pact Terminating Insurance Policies
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation entered into by Tweeter Home Entertainment Group Inc.
and its debtor-affiliates, Zurich American Insurance Company and
American Zurich Insurance Company.  The parties agreed that the
insurance policies are deemed terminated as of Nov. 1, 2007.

Pursuant to the stipulation, Zurich has withdrawn its request to
lift the stay to terminate the policies.

The Court will convene another hearing to consider a request by
Zurich for arbitration.  Adam G. Landis, Esq., at Landis Rath &
Cobb LLP, in Wilmington, Delaware, has said lifting the automatic
stay would enable a panel of arbitrators to determine the value
and priority of Zurich's claims against the Debtors' estates.  
Zurich has consented to the continuation of the stay pending
resolution of its request for arbitration.

As reported in the Troubled Company Reporter on Oct. 31, 2007, the  
Zurich entities expressed their desire to terminate the policies
with the Debtors, since the Debtors have failed to meet their
obligations for insurance coverage.

Zurich issued automobile and general liability, and workers'
compensation policies to Sound Advice, Inc., and Sound Advice of
Arizona, Inc., as well as Garagekeepers legal liability policies
to all the Debtors.  To secure their obligations, the Debtors
provided $460,000, and the Sound Advice Debtors posted $68,659, in
escrow funds.  In addition, a letter of credit named Zurich the
beneficiary of $4,400,000, securing the Debtors' obligations under
the policies.

The Debtors were also obligated to post $75,000 in escrow funds,
and increase the letter of credit by $150,000, which they failed
to do.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, explained that the Debtors have failed to pay premiums
on the 2007/2008 policy year, consisting of prepetition
installments aggregating $153,171, and $63,970 for postpetition
installments.  Under certain deductible agreements and
specifications, the Debtors owe $1,842,202 to Zurich for monthly
billings arising from the deductible layer of the insurance
policies.  After deducting payments of losses and accounting for
the escrow funds, Zurich determined an unsecured claim against the
Sound Advice Debtors for $905,548.

Mr. Landis asserted that lifting the automatic stay enables a
panel of arbitrators to determine the value and priority of
Zurich's claims against the Debtors' estates.  He adds that it
will allow Zurich to terminate the policies, since according to
Mr. Landis, the Debtors have no intention of paying the defaulted
payments.

According to Mr. Landis, Tweeter Newco, LLC, purchaser of the
Debtors' assets, indicated that it has no intention of requesting
the Debtors to assume the policies, and procured insurance
coverage from another provider.

Mr. Landis maintained that Zurich will be increasingly harmed by
the Debtors' failure to reimburse, and stands to suffer
substantial prejudice and significant additional exposure if it
is unable to terminate the policies.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and    
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.  As of Dec. 21, 2006,
Tweeter had total assets of $258,573,353 and total debts of
$190,417,285.  The Court gave the Debtors until Feb. 6, 2008 to
file a plan of reorganization.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on Feb. 6, 2008.  
(Tweeter Bankruptcy News, Issue No. 14, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


US CONCRETE: Sells Tenn. & Del. Operations to Oldcastle
-------------------------------------------------------
U.S. Concrete Inc. has sold its Knoxville, Tennessee and
Wyoming, Delaware operations to Oldcastle Materials Inc.  The
sales price was $16.5 million, plus certain adjustments for
working capital.

During 2006, and for the twelve months ended Sept. 30, 2007, these
units generated combined revenues of $36.6 million and $34.1
million.  The company used the sales proceeds to pay down its
revolving credit facility and for general corporate purposes.
    
"As we discussed on our third quarter investor call, we anticipate
the transaction will be slightly accretive to our 2008 earnings
per share and operating margins," Michael W. Harlan, president and
chief executive officer, said.  "We will continue to evaluate the
performance of our business units to ensure they provide adequate
returns for our shareholders and fit our strategic objectives."
    
                 About Oldcastle Materials Inc.

Based in Washington, District of Columbia, Oldcastle Materials
Inc. -- http://www.oldcastlematerials.com/-- is an integrated  
construction materials company that provides paving services and
annually produces roughly 150 million tons of aggregates, 40
million tons of asphalt, and nearly 8 million cu. yd. of ready-mix
concrete. Oldcastle Materials, which carries out federal, state,
and municipal asphalt paving jobs throughout the US, operates in
some 40 US states.  The company is a subsidiary of international
building materials group CRH plc.   

                      About U.S. Concrete

Headquartered in Houston, Texas, U.S. Concrete Inc. (NASDAQ:
RMIX) -- http://www.us-concrete.com/-- services the construction  
industry in several markets in the United States through its two
business segments: ready-mixed concrete and concrete-related
products; and pre-cast concrete.  The company has 150 fixed and
nine portable ready-mixed concrete plants, 9 pre-cast concrete
plants, three concrete block plants and eight aggregates
facilities.  During 2006, these facilities produced approximately
9.1 million cubic yards of ready-mixed concrete, 4 million eight-
inch equivalent block units and 4.6 million tons of aggregates.

                          *     *     *

Moody's Investor Services placed U.S. Concrete Inc.'s long term
corporate family and probability of default ratings at 'B1' in
September 2006.  The ratings still hold to date with a stable
outlook.


UNITED RENTALS: Debt Tender Offers to Expire Today
--------------------------------------------------
United Rentals Inc. has extended the expiration time and date for
the debt tender offers and consent solicitations of United Rentals
(North America) Inc., the company's subsidiary, to 12:00 midnight,
New York City time, on Nov. 21, 2007.

The Offers were conducted pursuant to URNA's Offer to Purchase and
Consent Solicitation Statement and related Consent and Letter of
Transmittal, dated Oct. 16, 2007, relate to URNA's outstanding:

   -- 6-1/2% Senior Notes due 2012;
   -- 7-3/4% Senior Subordinated Notes due 2013; and
   -- 7% Senior Subordinated Notes due 2014.

The extension of these tender offers demonstrates that United
Rentals fulfills all of its obligations under the merger agreement
with Cerberus.  United Rentals stands ready to complete the merger
transaction on the agreed-upon terms even as it consider all
possible remedies in light of Cerberus' repudiation of the
transaction.

As of 5:00 p.m., New York City time, on Nov. 16, 2007, URNA had
received tenders of Notes and deliveries of related consents from
holders of:

   -- approximately $998,487,850, or 99.9%, of the $1 billion
      aggregate principal amount of the 6-1/2 % Notes
      outstanding;

   -- approximately $517,771,000, or 98.6%, of the $525 million
      aggregate principal amount of the 7-3/4 % Notes
      outstanding; and

   -- approximately $371,719,000, or 99.1%, of the $375 million
      aggregate principal amount of the 7% Notes outstanding.

The consent solicitation payment deadline relating to the Notes
expired on Oct. 29, 2007 at 5:00 p.m., New York City time, and has
not been extended.  

Except for the extension of the expiration time and date, the
Offers and the Statements remain in full force. URNA's obligation
to accept for purchase, and to pay for, Notes and consents validly
tendered and not withdrawn pursuant to the Offers remains subject
to the terms and conditions of the Statements.

These include the satisfaction or waiver of certain conditions,
including, the consummation of the contemplated merger of RAM
Acquisition Corp., an entity indirectly controlled by affiliates
of Cerberus Capital Management, L.P., with and into the company
pursuant to the terms of the merger agreement and URNA having
sufficient available funds to pay the total consideration with
respect to all Notes.

In light of Cerberus' repudiation of its obligations under the
merger agreement, there can be no assurances that the Merger will
occur or that the Offers will be consummated.

URNA has retained Credit Suisse Securities (USA) LLC, Banc of
America Securities LLC, Morgan Stanley & Co. Incorporated and
Lehman Brothers Inc. to serve as the Dealer Managers and
Solicitation Agents for the Offers.

Requests for documents may be directed to D.F. King & Co., Inc.,
the Tender Agent and Information Agent, by telephone at (800) 488-
8095 (toll-free) or (212) 269-5550 (collect).

Questions regarding the Offers may be directed to Credit Suisse
Securities (USA) LLC, at (212) 325-4951 (collect), Banc of America
Securities LLC, at (888) 292-0070 (toll-free) or (704) 388-9217
(collect), Morgan Stanley & Co. Incorporated, at (800) 624-1808
(toll-free) or (212) 761-1864 (collect), or Lehman Brothers Inc.
at (800) 438-3242 (toll-free) or (212) 528-7581 (collect).

                   About United Rentals

United Rentals, Inc. -- http://www.unitedrentals.com/-- (NYSE:   
URI) is an equipment rental company with an integrated network of
over 690 rental locations in 48 states, 10 Canadian provinces and
one location in Mexico.  The company's approximately 11,500
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 20,000 classes of rental equipment with a total original
cost of $4.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on United Rentals Inc. and its wholly owned
subsidiary United Rentals Inc. remain on CreditWatch with negative
implications.


WACHOVIA BANK: Moody's Holds B3 Rating on $7.5MM Certificates
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Wachovia Bank
Commercial Mortgage Trust, Commercial Pass-Through Certificates,
Series 2006-C24 as:

  -- Class A-2, $50,031,147, affirmed at Aaa
  -- Class A-PB, $84,272,000, affirmed at Aaa
  -- Class A-3, $610,984,000, affirmed at Aaa
  -- Class A-1A, $312,933,130, affirmed at Aaa
  -- Class A-M, $200,192,000, affirmed at Aaa
  -- Class A-J, $145,140,000, affirmed at Aaa
  -- Class X-P, Notional, affirmed at Aaa
  -- Class X-C, Notional, affirmed at Aaa
  -- Class B, $17,517,000, affirmed at Aa1
  -- Class C, $22,521,000, affirmed at Aa2
  -- Class D, $17,517,000, affirmed at Aa3
  -- Class E, $15,015,000, affirmed at A1
  -- Class F, $20,019,000, affirmed at A2
  -- Class G, $20,019,000, affirmed at A3
  -- Class H, $25,024,000, affirmed at Baa1
  -- Class J, $32,531,000, affirmed at Baa2
  -- Class K, $20,020,000, affirmed at Baa3
  -- Class L, $7,507,000, affirmed at Ba1
  -- Class M, $7,507,000, affirmed at Ba2
  -- Class N, $7,507,000, affirmed at Ba3
  -- Class O, $5,005,000, affirmed at B1
  -- Class P, $5,005,000, affirmed at B2
  -- Class Q, $7,507,000, affirmed at B3

As of the October 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 17.1%
to $1.66 billion from $2.0 billion at securitization.  The
Certificates are collateralized by 118 loans, ranging in size from
less than 1.0% to 7.4% of the pool, with the top 10 loans
representing 49.5% of the pool.  The pool has not experienced any
losses to date. Currently there are two loans in special
servicing.  Moody's is estimating an aggregate realized loss of
$600,000 for the specially serviced loans.  Eighteen loans,
representing 16.3% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
86.0% of the pool.  Moody's weighted average loan to value ratio
("LTV") for the conduit component is 108.0%, compared to 102.7% at
securitization, resulting in the affirmation of all classes.

The top three conduit loans represent 25.5% of the pool.  The
largest exposure is the Regency Portfolio Loan ($213.0 million --
13.0%), which is secured by 13 retail properties totaling 1.8
million square feet.  The properties are located in nine states,
with the largest concentrations in California (29.0%), Illinois
(19.8%) and New Jersey (12.8%).  The portfolio was 93.0% occupied
as of December 2006, compared to 95.0% at securitization.  Moody's
LTV is 110.3%, compared to 108.3% at securitization.

The second largest loan is the 1818 Market Street Loan ($122.0
million -- 7.4%), which is secured by a 1.0 million square foot
Class A office building located in Philadelphia, Pennsylvania.  
The property was 93.6% occupied as of June 2007, compared to 95.6%
at securitization.  The building's occupancy is expected to
decline in April 2008 due to the lease expiration of Day &
Zimmerman Group, which occupies 21.8% of the premises through
March 2008.  Day & Zimmerman's rental rate, including
reimbursements, is slightly below market.  The overall vacancy
rate in downtown Philadelphia as of the third quarter of 2007 was
8.6% with an average asking rent of $22.00.  Moody's LTV is
119.5%, compared to 105.0% at securitization.

The third largest loan is the Forum at Peachtree Parkway Loan
($84.0 million -- 5.1%), which is secured by a 390,000 square foot
retail center located in Norcross, Georgia.  Major tenants include
Belk, Linens-n-Things and Barnes & Noble. The center was 89.6%
occupied as of June 2007, compared to 100.0% at securitization.  
Moody's LTV is 108.1%, compared to 95.7% at securitization.

The pool also includes one shadow rated loan.  The Branmar
Shopping Center Loan ($16.4 million -- 1.0%) is secured by a
156,000 square foot retail center located in Wilmington, Delaware.  
The center is anchored by Super Fresh and Walgreen's.  The center
was 98.1% leased as of June 2007, compared to 95.7% at
securitization.  Moody's current shadow rating is Baa3, the same
as at securitization.


WCI COMMUNITIES: Canceled Contracts Cue S&P to Junk Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'CCC' from 'CCC+'. Concurrently,
S&P lowered its rating on the company's $650 million of
subordinated notes to 'CC' from 'CCC-'.  The outlook remains
negative.
      
"The downgrades follow a sharp spike in canceled contracts to
purchase the company's luxury high-rise condominium units and the
company's announcement that it will need to once again renegotiate
the terms of its revolving credit facility," said credit analyst
James Fielding.  "WCI reported that it took only eight gross
orders in its tower segment during the third quarter and that 89
customers defaulted on previously signed sales contracts."
     
As a consequence of these defaults, WCI recorded an $89 million
reversal of tower revenues previously recognized under the
percentage of completion method of accounting.  Traditional home
closings also fell 25% in the quarter, contributing further to a
$115 million pretax loss.
     
The negative outlook reflects near-term liquidity pressure and the
longer-term effects of the extremely challenging conditions in
WCI's oversupplied Florida housing markets and the particular
reticence among wealthier customers to commit to discretionary
home purchases at this point in the housing cycle.  S&P will lower
the ratings if near-term cash flow generation is substantially
less than anticipated.  Conversely, S&P would revise the outlook
to stable and/or raise the ratings if the recently elected board
of directors and management successfully implements a strategy to
meaningfully recapitalize WCI and reduce overhead and carrying
costs.


WINDHAM COMMUNITY: Moody's Withdraws B1 Debt Rating
---------------------------------------------------
Moody's Investors Service has removed Windham Community Memorial
Hospital from Watchlist and withdrawn the B1 rating assigned to
the Series C (1996) debt, issued through the Connecticut Health
and Educational Facilities Authority.  The rating action affects
approximately $14.4 million of outstanding debt.  The withdrawal
is due to the defeasance of Windham's outstanding debt as a result
of the refinancing of the Series C (1996) bonds with private
placement debt.  Moody's has not been requested to rate the
private placement debt.

These amounts of principal were defeased:

  -- Series 1996C ($14.4 million)


* Fitch Says Covenants May Preserve Recovery Values
---------------------------------------------------
Covenants provide a meaningful degree of enterprise value
protection and ultimately may preserve recovery values on
defaulted debt instruments, according to a new Fitch Ratings
study.  Despite the recent spike in risk aversion and the
potential for traditional covenant packages to make a comeback in
newly originated deals, the volume of loans outstanding with weak
covenant protections is significant and likely to have meaningful
consequences as economic activity softens.

'The tightening of market conditions does not change the
historically weak level of covenant protection in the stock of
outstanding loans,' said William May, Senior Director, Fitch
Ratings Credit Market Research, 'This may put future enterprise
and recovery values at risk.'

Fitch conducted a review of a sample group of U.S. issuers with an
Issuer Default Rating of 'B+' or below that also had an
outstanding loan with either a leverage covenant or an interest
coverage covenant.  Fitch compared the estimated enterprise value
of the firm at covenant breach -- when lenders could intervene to
influence borrower behavior; or, if the situation warranted,
declare a default -- to the 'stressed' enterprise value that would
exist at the point Fitch's analysts expect that the firm would
likely be forced to default on its obligations.

On average, interest coverage covenants protected about 20% of
enterprise value while leverage covenants protected about 25%.  
The results of this exercise suggest that, in general, the
protection afforded by covenants is material.

The protection of enterprise value which, amongst other factors,
is influenced by a firm's existing capital structure and the
dynamics of the industry in which it operates, not surprisingly,
directly affects recovery values - especially unsecured bond
recovery values.  Further, the dispersion of estimated enterprise
value protection illustrates the importance of firm-specific
recovery analysis; an effort undertaken by Fitch in 2005 with the
launch of recovery ratings.


* Moody's Says Ongoing Liquidity Crunch May Signal Tipping Point
----------------------------------------------------------------
Commercial real estate prices as measured by the Moody's/REAL
Commercial Property Price Indices fell 1.2% on a monthly basis in
September, possibly signaling that the ongoing liquidity crunch
has created a tipping point for commercial real estate values,
says Moody's Investors Service in a new report.

"This is the first full month of data to emerge after the credit
crunch picked up steam in August, and now we can see its effects
on commercial real estate prices," said Moody's Senior Vice
President Sally Gordon, coauthor of the report.

"We expect to see the increased cost and reduced availability of
debt put further pressure on commercial property prices over the
coming months," added Tad Philipp, Managing Director at Moody's
and coauthor of the report.

The price decline is more pronounced in some sectors than in
others, says Moody's: In the third quarter of 2007, office and
apartment properties in particular saw price declines, with
decreases of 0.5% and 1.0%, respectively, from the previous
quarter.

In contrast, prices in the industrial and retail sectors continued
their growth trends and increased by 3.0% and 2.6%, respectively,
in the third quarter.

There is already some softening in transaction volume in
September, when volume declined from a peak last summer.

Moody's/REAL Commercial Property Price Indices analyze same-
property price changes across the US, which generates a more
accurate analysis than other methods, particularly in markets with
less homogeneous assets, says the rating agency.

The report also presents price changes based on geographical
regions, including the ten MSAs with the most transactions.


* Moody's says REITs w/ External Mgt. Structure Face Challenges
---------------------------------------------------------------
REITs with external management structures face unique corporate
governance challenges that can add to credit risk, says Moody's
Investors Service in a new report.  Chiefly, there is the danger
that the external manager will use its control to further the
interests of the management company over those of the REIT's
shareholders and bondholders.

"A typical external management agreement grants the external
manager a relatively broad level of authority, and does not
require the manager to balance its own interests with those of the
REIT's shareholders and bondholders," says Moody's Associate
Analyst Constantine Nestoras.  "External management structures
effectively lock REITs into outsourcing management services to a
particular external manager, and create real barriers to change."

REITs can mitigate these concerns, says Moody's.  For instance,
having the external manager hold significant equity in the REIT
will align its interests with those of other shareholders.

A strong focus, in turn, on management's performance against
specific performance requirements and external benchmarks will
better position independent directors to decide on management
retention, although a new manager will require a wholesale change
in employees.

Additional governance concerns include external management
representation on the board limiting board independence, the board
surrendering its authority to appoint senior management and
determining executive pay, and the structure leading to few, if
any independent accounting controls.

External management structures for REITs are more common outside
the US. Moody's says they can provide a REIT with operational
benefits, as the manager's size allows them to bring economies of
scale to the REIT.  External management companies also have a
broader pool of employees from which to select senior executives,
says Moody's.


* Moody's Takes Rating Actions on Various Classes
-------------------------------------------------
Moody's Investors Service has issued press releases on the these
rating actions

Downgrades

Amortizing Residential Collateral Trust, Series 2001-BC6

  -- $77.08M affected
  -- STRUCT. Senior Subordinate ... to Baa2 from Aa2
  -- STRUCT. Senior Subordinate ... to Ba1 from Baa1

Amortizing Residential Collateral Trust, Series 2002-BC6

  -- $171.20M affected
  -- STRUCT. Senior Subordinate ... to Baa3 from A2
  -- STRUCT. Senior Subordinate ... to Caa2 from Baa3
  -- STRUCT. Subordinate ... to C from Ba2

Amortizing Residential Collateral Trust, Series 2002-BC9

  -- $107.82M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A2
  -- STRUCT. Senior Subordinate ... to Ba2 from Ba1
  --STRUCT. Senior Subordinate ... to Caa2 from Ba3
  -- STRUCT. Subordinate ... to C from B1

Arch Finance Limited Series 2007-1 Reverse Dual Currency Loan

  -- JPY 12,363,538,000 COLL NOTES ... to Baa2 from A3
  -- C-BASS 2002-CB2 Trust
  -- $35.11M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A2
  -- STRUCT. Subordinate ... to Caa2 from Ba2
  -- STRUCT. Subordinate ... to C from B1

C-BASS Series 2003-CB5, C-Bass Mortgage Loan Asset-Backed
Certificates

  -- $5.86M affected
  -- STRUCT. Subordinate ... to B3 from Baa3

Cott Beverages, Inc.

  -- $275.00M affected
  -- BACKED Senior Subordinate ... to B2 from B1

Cott Corporation

  -- LT Corporate Family Ratings ... to B1 from Ba3

First Horizon Alternative Mortgage Securities Trust 2005-FA10

  -- $21.33M affected
  -- STRUCT. Subordinate ... to Baa3 from Baa2

First Horizon Alternative Mortgage Securities Trust 2006-FA3

  -- $31.59M affected
  -- STRUCT. Subordinate ... to Baa1 from A3

First Horizon Alternative Mortgage Securities Trust 2006-FA4

  -- $15.53M affected
  -- STRUCT. Subordinate ... to Baa3 from Baa2

First of America Capital Trust I

  -- $150.00M affected
  -- BACKED Preferred Stock ... to A3 from A2

HSI Asset Loan Obligation Trust 2006-2

  -- $18.50M affected
  -- STRUCT. Subordinate ... to Ba3 from A3
  -- STRUCT. Subordinate ... to B3 from Baa2

Merchants National Corp

  -- $100.00M affected
  -- Senior Unsecured MTN ... to A2 from A1

National City Bank

  -- $61.69B affected
  -- Senior Unsecured ... to A1 from Aa3
  -- Senior Unsecured Bank Note Program ... to A1 from Aa3
  -- LT Bank Deposits ... to A1 from Aa3
  -- LT OSO ... to A1 from Aa3
  -- LT Issuer Rating ... to A1 from Aa3
  -- Bank Financial Strength ... to B- from B
  -- Subordinate Bank Note Program ... to A2 from A1
  -- Subordinate ... to A2 from A1

National City Bank of Kentucky

  -- $200.00M affected
  -- Subordinate ... to A2 from A1

National City Bank of Pennsylvania

  -- $200.00M affected
  -- Subordinate ... to A2 from A1

National City Bank, Indiana

  -- $960.00M affected
  -- Senior Unsecured ... to A1 from Aa3
  -- Subordinate ... to A2 from A1

National City Capital Trust I

  -- $465.00M affected
  -- BACKED Preferred Stock ... to A3 from A2

National City Capital Trust II

  -- $750.00M affected
  -- BACKED Preferred Stock ... to A3 from A2
  -- BACKED Preferred Shelf ... to (P)Baa1 from (P)A3

National City Capital Trust III

  -- $500.00M affected
  -- BACKED Preferred Stock ... to A3 from A2
  -- BACKED Preferred Shelf ... to (P)Baa1 from (P)A3

National City Capital Trust IV

  -- $450.00M affected
  -- BACKED Preferred Stock ... to A3 from A2
  -- BACKED Preferred Shelf ... to (P)Baa1 from (P)A3

National City Corporation

  -- $4.20B affected
  -- Senior Unsecured ... to A2 from A1
  -- Subordinate ... to A3 from A2
  -- Preferred Stock ... to Baa1 from A3
  -- Senior Unsec. Shelf ... to (P)A2 from (P)A1
  -- Subordinate Shelf ... to (P)A3 from (P)A2
  -- Junior Subord. Shelf ... to (P)A3 from (P)A2
  -- Preferred Shelf ... to (P)Baa1 from (P)A3
  -- Preferred shelf -- PS2 ... to (P)Baa1 from (P)A3

Northern Rock plc

  -- $36.96B affected
  -- Bank Financial Strength ... to D+ from C-
  -- Subordinate ... to Baa1 from A1
  -- Subordinate MTN ... to Baa1 from A1
  -- Junior Subordinate ... to Baa1 from A1
  -- Junior Subordinate MTN ... to Baa1 from A1
  -- Preference stock ... to Baa3 from A2

PFGI Capital Corporation

  -- $150.00M affected
  -- Preferred Stock ... to Baa1 from A3

PRC, LLC

  -- $227.00M affected
  -- LT Corporate Family Ratings ... to Caa1 from B3
  -- Senior Secured Bank Credit Facility ... to B2 from B1
  -- Senior Secured Bank Credit Facility ... to Caa2 from Caa1

Provident Bank

  -- $150.00M affected
  -- Subordinate ... to A2 from A1

Provident Capital Trust I

  -- $100.00M affected
  -- BACKED Preferred Stock ... to A3 from A2

Provident Capital Trust III

  -- BACKED Preferred Shelf ... to (P)A3 from (P)A2

Provident Financial Group, Inc.

  -- $75.00M affected
  -- Senior Unsecured ... to A2 from A1

Salomon Mortgage Loan Trust, Series 2002-CB3 C-BASS Mortgage Loan
Asset-Backed Certificates

  -- $5.08M affected
  -- STRUCT. Senior Subordinate ... to Caa1 from Ba1

Structured Asset Investment Loan Trust 2003-BC6

  -- $79.39M affected
  -- STRUCT. Senior Subordinate ... to Baa2 from A2
  -- STRUCT. Senior Subordinate ... to Ba2 from A3
  -- STRUCT. Senior Subordinate ... to B1 from Baa1
  -- STRUCT. Subordinate ... to B1 from Baa3

Structured Asset Investment Loan Trust 2003-BC7

  -- $144.56M affected
  -- STRUCT. Senior Subordinate ... to Ba1 from A3
  -- STRUCT. Senior Subordinate ... to Ba3 from Baa1
  -- STRUCT. Senior Subordinate ... to B1 from Baa2
  -- STRUCT. Subordinate ... to B1 from Baa3

Structured Asset Investment Loan Trust 2003-BC7

  -- $146.27M affected
  -- STRUCT. Senior Subordinate ... to Ba3 from Baa1

  -- STRUCT. Senior Subordinate ... to Caa2 from Ba3

  -- STRUCT. Subordinate ... to C from B1

Structured Asset Investment Loan Trust 2003-BC9

  -- $147.22M affected
  -- STRUCT. Senior Subordinate ... to Baa2 from A2
  -- STRUCT. Senior Subordinate ... to Ba1 from A3
  -- STRUCT. Senior Subordinate ... to Ca from Ba1
  -- STRUCT. Senior Subordinate ... to C from B2
  -- STRUCT. Subordinate ... to C from B3

Structured Asset Securities Corporation, Series 2003-BC1

  -- $23.16M affected
  -- STRUCT. Subordinate ... to B2 from Baa2
  -- STRUCT. Subordinate ... to C from Ba3

Upgrades

ATF Bank

  -- $1.15B affected
  -- Senior Unsecured ... to Baa2 from Ba1
  -- LT Bank Deposits ... to Baa2 from Ba1
  -- Junior Subordinate ... to Ba1 from Ba3
  -- ST Bank Deposits ... to P-2 from NP

ATF Capital BV

  -- $450.00M affected
  -- BACKED Senior Unsecured ... to Baa2 from Ba1

Eurohypo AG

  -- $45.65B affected
  -- Mortgage Pfandbriefe ... to Aaa from Aa1
  -- Mortgage Pfandbriefe MTN ... to Aaa from Aa1

Salomon Mortgage Loan Trust, Series 2002-CB3 C-BASS Mortgage Loan
Asset-Backed Certificates

  -- $17.17M affected
  -- STRUCT. Senior Subordinate ... to Aaa from Aa2

Review for Possible Downgrade

FP Finance plc

  -- $439.84M may be affected
  -- BACKED Subordinate ... A3

Friends Provident Life & Pensions Ltd
  
  -- Insurance Financial Strength ... A1

Friends Provident Plc

  -- $2.23B may be affected
  -- Senior Unsecured ... Baa1
  -- BACKED Junior Subordinate ... Baa1

HSI Asset Loan Obligation Trust 2006-2

  -- $8.28M may be affected
  -- STRUCT. Subordinate ... Aa3

Northern Rock plc

  -- $64.23B may be affected
  -- Senior Unsecured ... Aa3
  -- Senior Unsecured MTN ... Aa3
  -- LT Bank Deposits ... Aa3
  -- Subordinate ... Baa1
  -- Subordinate MTN ... Baa1
  -- Junior Subordinate ... Baa1
  -- Junior Subordinate MTN ... Baa1
  -- Preference stock ... Baa3

Securitized Asset Backed Receivables LLC Trust 2005-FR2

  -- STRUCT. Subordinate ... Ba1
  -- STRUCT. Subordinate ... Baa3

Assignments

BA Credit Card Trust, BAseries (formerly MBNA credit Card Master
Note Trust, MBNAseries)

  -- $0.00M Cl. A (07-14) COLL NOTES due 2015 ... (P)Aaa

EFSI-CA - 2005 Indenture

  -- $82,800,000 Taxable Series 2007A-1 Notes ... Aaa
  -- $30,000,000 Series 2007B-1 Notes ... A2

Eurohypo AG

  -- EUR 50.00M Ser. 2239 MORTGAGE PFANDBRIEFE due 2013 ... Aaa
  -- EUR 50.00M 4.38% Ser. 2240 MORTGAGE PFANDBRIEFE due 2014
     ... Aaa
  -- EUR 2500.00M 4.25% Ser. 2241 MORTGAGE PFANDBRIEFE due 2012
     ... Aaa

Eurosail-UK 2007-5NP PLC

  -- EURO 626,300,000 Class A1a Mortgage Backed Floating Rate
     Notes due 2045 ... Aaa
  -- GBP 75,000,000 Class A1c Mortgage Backed Floating Rate
     Notes due 2045 ... Aaa
  -- GBP 29,040,000 Class B1c Mortgage Backed Floating Rate
     Notes due 2045 ... Aa3
  -- GBP 18,690,000 Class C1c Mortgage Backed Floating Rate
     Notes due September 2045 due 2045 ... A3
  -- GBP 13,220,000 Class D1c Mortgage Backed Floating Rate
     Notes due September 2045 due 2045 ... Baa3

IM CEDULAS 12 FTA

  -- Euro 1.050 Billion COVERED BONDS ... Aaa

St.George Bank Limited

  -- $A 350M Converting Preference Shares Series II ... A1

Scottrade Financial Services, Inc.

  -- $ISSUER RATING ... Baa3

Outlook Actions

ATF Bank

  -- To Stable ... from Rating(s) Under Review

ATF Capital BV

  -- To Stable ... from Rating(s) Under Review

Cott Beverages, Inc.

  -- To Negative ... from Rating(s) Under Review

Cott Corporation

  -- To Negative ... from Rating(s) Under Review

FP Finance plc

  -- To Rating(s) Under Review ... from Stable

First of America Capital Trust I

  -- To Negative ... from Rating(s) Under Review

Friends Provident Life & Pensions Ltd

  -- To Rating(s) Under Review ... from Stable

Friends Provident Plc

  -- To Rating(s) Under Review ... from Stable

KRA  -- ToN Polymers LLC

  -- To Negative ... from Stable

Merchants National Corp

  -- To Negative ... from Rating(s) Under Review

National City Bank

  -- To Negative ... from Rating(s) Under Review

National City Bank of Kentucky

  -- To Negative ... from Rating(s) Under Review

National City Bank of Pennsylvania

  -- To Negative ... from Rating(s) Under Review

National City Bank, Indiana

  -- To Negative ... from Rating(s) Under Review

National City Capital Trust I

  -- To Negative ... from Rating(s) Under Review

National City Capital Trust II

  -- To Negative ... from Rating(s) Under Review

National City Capital Trust III

  -- To Negative ... from Rating(s) Under Review

National City Capital Trust IV

  -- To Negative ... from Rating(s) Under Review

National City Corporation

  -- To Negative ... from Rating(s) Under Review

National City Credit Corporation

  -- To Negative ... from Stable

PFGI Capital Corporation

  -- To Negative ... from Rating(s) Under Review

PRC, LLC

  -- To Negative ... from Rating(s) Under Review

Provident Bank

  -- To Negative ... from Rating(s) Under Review

Provident Capital Trust I

  -- To Negative ... from Rating(s) Under Review

Provident Capital Trust III

  -- To Negative ... from Rating(s) Under Review

Provident Financial Group, Inc.

  -- To Negative ... from Rating(s) Under Review

Scottrade Financial Services, Inc.

  -- To Stable ... from Never Assigned

Standard Life Assurance Ltd.

  -- To Stable ... from Negative

Standard Life Bank Limited

  -- To Stable ... from Negative(m)

Standard Life Funding B.V.

  -- To Stable ... from Negative

Standard Life plc

  -- To Stable ... from Negative

POS = Positive
NEG = Negative
DEV = Developing
NOO = No Outlook
RUR = Rating(s) Under Review
(m) = Multiple outlooks with directional differences exist for
      this issuer.
STA(m) = Stable with directional differences at the asset/issue
      level.
NEG(m) = Negative with directional differences at the
      asset/issue level.
POS(m) = Positive with directional differences at the
      asset/issue level.
DEV(m) = Developing with directional differences at the
      asset/issue level.
RWR = Ratings Withdrawn


* S&P Assigns Default Ratings on 59 Classes from 55 U.S. Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
59 classes from 55 U.S. closed-end second-lien mortgage loan
transactions.  S&P lowered 57 ratings to 'D' from 'CCC', and S&P
lowered its ratings to 'D' from 'BB-' on class M-8 from Home
Equity Mortgage Trust 2006-6 and to 'D' from 'B' on class B-4 from
Merrill Lynch Mortgage Investors Trust Series 2004-SL2.
     
Additionally, on Nov. 16, 2007, S&P placed its ratings on 803
classes of U.S. residential mortgage-backed securities backed by
U.S. closed-end second-lien mortgage loans issued from the
beginning of 2004 through the end of 2006 on CreditWatch with
negative implications

The downgrades reflect the complete erosion of the credit support
for the affected classes and the subsequent write-downs for each
class.
     
As of the October 2007 distribution period, total delinquencies
ranged from 9.94% (Home Equity Mortgage Loan Trust's series 2006-
6) to 33.21% (Fremont Home Loan Trust's series 2006-B), and
cumulative realized losses ranged from 4.84% (Terwin Mortgage
Trust's series TMTS 2004-22SL) to 21.93% (Long Beach Mortgage Loan
Trust's series 2006-A).  Seasoning for these
transactions ranges from 10 months to 36 months, and these series
have outstanding pool factors of 81.93% or less.
     
The downgrades affect a total of 59 U.S. closed-end second-lien
RMBS classes with an original total balance of approximately
$440,189,793, which represents 0.61% of the approximately $72.12
billion in U.S. RMBS backed by closed-end second-lien mortgage
loans rated by Standard & Poor's from the beginning of 2004
through the end of 2006.  During the same period, the total
balance of U.S. RMBS securities backed by all types of residential
mortgage loans issued in the non-agency market was more than $2.97
trillion.

Impact on Current Ratings

The downgrade actions on the 59 classes of U.S. RMBS transactions
backed by closed-end second-lien mortgage loans are spread across
the various rating categories: 1.11% are from the 'BB-' rating
category; 2.56% are from the 'B' rating category; and 96.33% are
from the 'CCC' rating category.


     Rating      No. of        Cur. cert.        % of total
    category    downgrades      balance        actions by bal.
    --------    --------        --------        -------------
     BB-         1            $3,890,576.01          1.11      
     B           1            $9,009,032.00          2.56
     CCC         57         $338,662,285.60         96.33
     Total       59         $351,561,894.51        100.00

The collateral for these transactions originally consisted of U.S.
closed-end second-lien mortgage loans secured by residential
properties.


                        Ratings Lowered

          Ace Securities Corp. Home Equity Loan Trust

                                            Rating
                                            ------
         Series     Class                 To      From
         ------     -----                 --      ----
         2005-SL1   B-1                   D       CCC
         2006-SL2   M-9B                  D       CCC

              Bear Stearns Mortgage Funding Trust

                                            Rating
                                            ------
          Series     Class                 To      From
          ------     -----                 --      ----
          2006-SL1   M-6                   D       CCC
          2006-SL2   B-1                   D       CCC
          2006-SL3   B-3                   D       CCC
          2006-SL4   B-3                   D       CCC

             CWABS Asset-Backed Certificates Trust

                                             Rating
                                             ------
          Series     Class                 To      From
          ------     -----                 --      ----
          2006-SPS2  B                     D       CCC

                         FFMLT Trust

                                             Rating
                                             ------
          Series     Class                 To      From
          ------     -----                 --      ----
          2005-FFA   B-5                   D       CCC

                First Franklin Mortgage Loan Trust

                                             Rating
                                             ------
          Series     Class                 To      From
          ------     -----                 --      ----
          2006-FFA   B2                    D       CCC

                     Fremont Home Loan Trust

                                             Rating
                                             ------
          Series     Class                 To      From
          ------     -----                 --      ----
          2006-B     SL-M6                 D       CCC

                          GSAMP Trust

                                            Rating
                                            ------
         Series     Class                 To      From
         ------     -----                 --      ----
         2006-S3    M-3                   D       CCC
         2006-S4    B-2                   D       CCC
         2006-S5    M-3                   D       CCC
         2006-S6    M-6                   D       CCC

                   Home Equity Mortgage Trust

                                            Rating
                                            ------
         Series     Class                  To      From
         ------     -----                  --      -----
         2005-5     B-1                    D       CCC
         2006-1     B-1                    D       CCC
         2006-2     1M-9                   D       CCC
         2006-3     M-9                    D       CCC
         2006-4     M-8                    D       CCC
         2006-5     M-9                    D       CCC
         2006-6     M-8                    D       BB-
         2006-6     M-9                    D       CCC

    Home Equity Mortgage Loan Asset-Backed Trust Series INDS

                                             Rating
                                             ------
         Series     Class                  To      From
         ------     -----                  --      ----
         2006-1     B-3                    D       CCC
         2006-A     M-10                   D       CCC

                 Long Beach Mortgage Loan Trust

                                            Rating
                                            ------
         Series     Class                 To      From
         ------     -----                 --      ----
         2006-A     M-3                   D       CCC

                   MASTR Second Lien Trust

                                             Rating
                                             ------
         Series     Class                  To      From
         ------     -----                  --      ----
         2005-1     M-8                    D       CCC
         2006-1     M-5                    D       CCC

              Merrill Lynch Mortgage Investors Trust

                                            Rating
                                            ------
         Series      Class                To      From
         ------      -----                --      ----
         2004-SL2    B-4                  D       B
         2006-SL2    B-2                  D       CCC

               Morgan Stanley Mortgage Loan Trust

                                             Rating
                                             ------
         Series      Class                To      From
         ------      -----                --      ----
         2005-8SL    B-5                  D       CCC

      Nomura Asset Acceptance Corp. Alternative Loan Trust

                                            Rating
                                            ------
         Series     Class                 To      From
         ------     -----                 --      ----
         2006-S1    B-4                   D       CCC
         2006-S2    B-4                   D       CCC
         2006-S3    B-5                   D       CCC
         2006-S4    B-4                   D       CCC
         2006-S5    M-9                   D       CCC

                        SACO I Trust

                                            Rating
                                            ------
         Series     Class                 To      From
         ------     -----                 --      ----
         2006-2     II-B-3                D       CCC
         2006-3     B-3                   D       CCC
         2006-5     I-B-4, II-B-1         D       CCC
         2006-6     B-1                   D       CCC
         2006-7     B-1                   D       CCC

     Structured Asset Securities Corp. Mortgage Loan Trust

                                            Rating
                                            ------
         Series     Class                 To      From
         ------     -----                 --      ----
         2005-S4    B                     D       CCC
         2005-S5    B-2                   D       CCC
         2005-S6    B-3                   D       CCC
         2006-S1    B1                    D       CCC
         2006-S2    B3                    D       CCC
         2006-S3    B2                    D       CCC

                     Terwin Mortgage Trust

                                            Rating
                                            ------
         Series     Class                 To      From
         ------     -----                 --      ----
         2004-22SL  B-3B                  D       CCC
         2005-11    II-B-5                D       CCC
         2005-13SL  B-6                   D       CCC
         2006-1     II-B-4                D       CCC
         2006-4SL   B-5                   D       CCC
         2006-6     I-B-5                 D       CCC
         2006-6     II-B-2                D       CCC
         2006-8     I-B-5                 D       CCC
         2006-8     II-B-4                D       CCC
         2006-10SL  B-4                   D       CCC
         2006-12SL  B-4                   D       CCC
         2006-HF-1  B-5                   D       CCC


* Beard Group's Featured Conference for November 2007
-----------------------------------------------------
Beard Audio Conferences presents a bankruptcy-related
audio conferences for Nov.

   * The Battle of Green & Red: Effect of Bankruptcy on
     Obligations to Clean Up Contaminated Property

To register, visit http://www.beardaudioconferences.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver, British Columbia
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 26-27, 2006
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT
      Fourteenth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Jumeirah Essex House, New York, NY
               Contact: 800-726-2524; 903-595-3800;
                  http://beardconferences.com

Nov. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         SouthwestUSA Bank, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 29, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Holiday Gala
         Yale Club, New York, New York
            Contact: http://www.iwirc.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         TBD, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Dec. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Its Many Colors
         Omni Hotel, New Haven, Connecticut
            Contact: http://www.turnaround.org/

Dec. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia Celebrates Christmas
         Blake Dawson Waldron, Sydney, Australia
            Contact: 02-9517-4041 or http://www.turnaround.org/

Dec. 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/ACG Holiday Party
         Marriott Downtown, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Dec. 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Holiday Networking Event with TMA/CFA
         TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         Guy Anthony's Restaurant, Merrick, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         Guy Anthony's Restaurant, Merrick, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Joint Holiday Party
         Maryland Club, Baltimore, Maryland
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Holiday Networking Event with TMA/CFA
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Brew Pub & Pool Social
         Wynkoop Brewing Company, Denver, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   LEXISNEXIS CONFERENCES
      Mealey's Asbestos Bankruptcy Conference
         Four Seasons Hotel, Miami, Florida
            Contact: http://www.lexisnexis.com/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Debt Panel
         University Club, Jacksonville, Florida

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newwark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Jan. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lenders Panel
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Jan. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Current Outlook: Workouts, Lending and Turnarounds
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Jan. 17-18, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Diplomat, Hollywood, Florida
            Contact: http://www.abiworld.org/

Jan. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club of Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Maggie Good
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library   
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China\u2019s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency \u2013 Widening Controversy: Current
Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues  
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Martirez, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***