TCR_Public/071122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 22, 2007, Vol. 11, No. 277

                             Headlines



ADAMS SQUARE: S&P Junks Ratings on Six Note Classes
AEGIS MORTGAGE: Lease Decision Deadline Extended to March 10
AEGIS MORTGAGE: Wants to Extend Removal Period Deadline to Feb. 11
ALLTEL CORP: Moody's Junks Rating on $2.3 Bil. Unsecured Notes
AMEREX GROUP: Posts $2.7MM Net Loss in Qtr. Ended September 30

AMPEX CORP: Hillside Standstill Agreement Extended Until Jan. 15
BANC OF AMERICA: Fitch Rates $5.579MM Class Q Certificates at B-
BOMBAY COMPANY: Gets Interim Nod on CBRE as Real Estate Broker
BOMBAY COMPANY: Section 341(a) Meeting Scheduled for December 27
BOMBAY COMPANY: Wants To Hire DJM Asset as Real Estate Consultant

BROTMAN MEDICAL: Taps Butler Snow as Special Labor Counsel
BROTMAN MEDICAL: Taps McDermott Will as Special Medicare Counsel
BUILDING MATERIALS: Industry Weakness Cues S&P to Cut Ratings
C AND C PROPERTIES: U.S. Trustee Wants Chapter 11 Case Converted
CAPITAL AUTO: Moody's Rates $7.963 Million Class D Notes at Ba1

CATHOLIC CHURCH: Fairbanks Diocese Still Considering Bankruptcy
CEDAR JUNCTION: Case Summary & Nine Largest Unsecured Creditors
CENTER FOR DIAGNOSTIC: Moody's Lifts Corp. Family Rating to B1
CENTEX MORTGAGE: Fitch Affirms 'BB+' Rating on $12 Mil. Certs.
CHALLENGER POWERBOATS: Sept. 30 Balance Sheet Upside-Down by $2MM

CHESAPEAKE ENERGY: Moody's Places Ratings Under Review
CHRYSLER LLC: Cerberus Postpones $4 Billion Debt Sale, Source Says
COMPLETE PRODUCTION: S&P Holds 'B+' Rating and Revises Outlook
COUNTRYWIDE ASSET-BACKED: Fitch Lowers Ratings on 11 Classes
CREDIT SUISSE: S&P Cuts Rating on Class E Certs. to B+ from BB+

CREDIT SUISSE: S&P Junks Rating on Class N Certificates
CREST 2004-1: Moody's Holds Ba2 Ratings on Two Classes of CDO
CYDEFENDER CORP: Sept. 30 Balance Sheet Upside-Down by $3.1 Mil.
D'ANGELO BRANDS: Obtains Protection from Creditors Under CCAA
DARRICK WRIGHT: Case Summary & Nine Largest Unsecured Creditors

DIXIE GROUP: Moody's Affirms B1 Corporate Family Rating
DJO INC: ReAble Merger Deal Closing Cues S&P to Withdraw Ratings
DUNMORE HOMES: RBC Centura Bank Objects to Use of Cash Collateral
DUNMORE HOMES: RBC Centura Objects to $1,000,000 DIP Financing
EARTH BIOFUELS: Hearing on Pact Dismissing Case Set for Dec. 10

ECOSPHERE TECH: Sept. 30 Balance Sheet Upside-Down by $11 Mil.
EMPIRE BEEF: Allowed to Sell Inventory and Assets at 25% Discount
EMPIRE BEEF: U.S. Trustee Reconstitutes Creditors Committee
EMPIRE BEEF: U.S. Trustee Appoints Panel of 503(b)(9) Claimants
ENRON CORP: Shareholders' Lead Counsel Seeks $700MM Legal Fees

FIRST FRANKLIN: Realized Losses Cue S&P to Lower Ratings
FORD MOTOR: Names Tata, Mahindra & One Equity as Final Bidders
FORD MOTOR: Union Leaders Favor U.K. Brands Bidder Tata Motors
FREEDOM CERTIFICATES: S&P Affirms 'B' Rating on Two Classes
FREESCALE SEMICON: Depressed Revenues Cue S&P to Cut Rating

FRESH DEL MONTE: S&P Holds 'BB-' Rating and Removes Pos. Watch
GLOBAL HOME: Files Amended Chapter 11 Reorganization Plan
GLOBAL HOME: Disclosure Statement Hearing Set for December 27
GREAT LAND: Files List of 20 Largest Unsecured Creditors
GROUP I: Moody's Puts Rating Under Review and May Downgrade

HARRAH'S ENT: Apollo Merger Gets Illinois Gaming Board's Approval
HELLER FINANCIAL: Fitch Junks Rating on $7.6MM Class M Certs.
HOBOKEN WOOD: Judge Sontchi Dismisses Chapter 7 Petition
HUBERT LAIRD: Case Summary & 17 Largest Unsecured Creditors
HYDRO SPA: Court OKs $2.5 Mil. Sale of Assets to Premium Leisure

ILLINOIS FINANCE: Moody's Lowers Rating on $58.43MM Bonds to B1
INTERNATIONAL COAL: Registers Resale of $225 Mil. 9% Sr. Notes
INVERNESS MEDICAL: Completes $302 Mil. Buyout of Alere Medical
JOVIN INC: Voluntary Chapter 11 Case Summary
KING PHARMACEUTICALS: Moody's Puts Ba3 Rating on Sr. Facility

L TERSIGNI: Taps M. Stuart Goldberg as Lead Bankruptcy Counsel
L TERSIGNI: Wants Approval on Reid and Riege as Local Counsel
LAWRENCE SALANDER: Section 341(a) Meeting Slated for December 5
LAWRENCE SALANDER: Taps Baker & Hostetler as General Counsel
LB-UBS COMMERCIAL: Fitch Holds Junk Rating on $3.6 Mil. Certs.

LEVITT AND SONS: Court Fixes February 11 as Claims Bar Date
LEVITT AND SONS: Organizational Meeting Scheduled on December 20
LEVITT AND SONS: Gets Court Nod to Use Lenders' Cash Collateral
LEVITZ FURNITURE: Can Employ Asset Disposition as Consultant
LEVITZ FURNITURE: Court OKs Young Conaway as Conflicts Counsel

LIMITED BRANDS: Earns $12.1 Million in Period Ended November 3
LUXURY VENTURES: Case Summary & 20 Largest Unsecured Creditors
M FABRIKANT: Court Sets Dec. 7 as Administrative Expense Bar Date
M&M MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
MANITOWOC CO: Prices Public Offering of 4MM Shares of Common Stock

MARGARET DEVLIN-WEINHEIMER: Case Summary & 18 Largest Creditors
MASTR SPECIALIZED: S&P Puts Low-B Ratings on Three Cert. Classes
MATTRESS GALLERY: Committee Selects Klehr Harrison as Counsel
MATTRESS GALLERY: Plan Provides Capital Stock Conveyance to OMG
MATTRESS GALLERY: Disclosure Statement Hearing Set for Dec. 13

MAUMELLE HOUSING: Moody's Cuts Rating on $4.695MM Bonds to Ba2
MELVIN HARTER: Files List of Six Largest Unsecured Creditors
MERRILL LYNCH: Fitch Holds 'B-' Rating on $3.7MM Class P Loans
MITCHELL MESSER: Case Summary & 20 Largest Unsecured Creditors
MORGAN STANLEY: Fitch Cuts Ratings on $117.2 Million Certs.

MORGAN STANLEY: Fitch Lowers Ratings on Two Cert. Classes to B
MORGAN STANLEY: S&P Affirms 'BB' Rating on Class F Certificates
MOVIE GALLERY: Court Okays Amended Auction and Bid Procedures
MOVIE GALLERY: Judge Tice Approves Lease Rejection Procedures
MOVIE GALLERY: Wants to Reject 400 Contracts and Leases

N-45 FIRST: Moody's Lifts Rating on $6.275MM Certs. to Ba2
NASH FINCH: S&P Holds 'B+' Rating and Revises Outlook to Stable
NICHOLS BROTHERS: Case Summary & 20 Largest Unsecured Creditors
NELLSON NUTRACEUTICAL: Wants to Continue Using Cash Collateral
NELLSON NUTRACEUTICAL: Court OKs Litigation Pact Filing Under Seal

NEW CENTURY: Asks Court to Enforce Automatic Stay vs. the IRS
NEW CENTURY: D. Rubio Objects to Termination of Captive Policies
NEW COMMUNITY: Files List of Four Largest Unsecured Creditors
OLIN CORP: Completes $380 Mil. Metal Biz Sale to Global Brass
ONE COMMS: Low Revenue Growth Cues Moody's to Cut Rating to B2

OWENS-ILLINOIS: S&P Lifts Rating on Credit Facilities to BB+
PAC-WEST TELECOMM: Court Confirms Final 2nd Amended Ch. 11 Plan
PACIFIC CROSSING: Case Summary & 20 Largest Unsecured Creditors
PASCACK VALLEY: Can Sell MICU Rights to Hackensack for $3.6 Mil.
PASCACK VALLEY: Gets Final Nod to Access HFG's $10 Mil. DIP Fund

PASCACK VALLEY: Gets Final Approval to Use BoNY's Cash Collateral
PLAINS EXPLORATION: Gets Requisite Consents for Pogo's Sr. Notes
PLATINUM PROPERTIES: List of 20 Largest Unsecured Creditors
POPE & TALBOT: European Subsidiary Files for Bankruptcy in Belgium
POPE & TALBOT: Agrees to Sell Three Sawmills to Interfor

PSEG ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
QUEBECOR WORLD: Poor Liquidity Prompts S&P to Cut Rating to B-
QUALITY HOME: Chapter 11 Trustee Cuts Jobs by More than 50%
QUALITY HOME: U.S. Trustee Reconstitutes Creditors Committee
REABLE THERAPEUTICS: Merger Deal Cues S&P to Withdraw Rating

RED MILE: Posts $9.5 Million Net Loss in 2nd Qtr. Ended Sept. 30
RELIANT ENERGY: Court Approves A&M as Panel's Financial Advisor
RELIANT ENERGY: Court OKs Pepper Hamilton as Panel's Counsel
REMY WORLDWIDE: Court Approves AP Services as Crisis Manager
RESI FINANCE: Superior Performance Cues S&P to Lift Ratings

RESIDENTIAL CAPITAL: Incurs $2.3 Bil. Net Loss in Third Qtr. 2007
RESIDENTIAL CAPITAL: Commences $750 Million Cash Tender Offer
RESIDENTIAL CAPITAL: May File for Bankruptcy, Gimme Analyst Says
RESIDENTIAL FUNDING: Fitch Assigns 'B' Rating on $258,500 Certs.
RH DONNELLEY: Fitch Affirms 'B+' Issuer Default Rating

RICHARD HIGGINS: Case Summary & Three Largest Unsecured Creditors
RICHARD SAYLOR: Case Summary & 18 Largest Unsecured Creditors
SAGEMARK COMPANIES: Sept. 30 Balance Sheet Upside-Down by $60,000
SALANDER-O'REILLY: Gets Interim Nod for Halperin as Counsel
SALANDER-O'REILLY: U.S. Trustee Appoints Seven-Member Committee

SANCON RESOURCES: Sept. 30 Balance Sheet Upside-Down by $117,919
SENDTEC INC: Posts $4.4 Million Net Loss in the Third Quarter
SEQUA CORPORATION: Fitch Withdraws 'B+' Issuer Default Rating
TECO ENERGY: S&P Lifts Corporate Credit Rating to BBB- from BB
TECO FINANCE: Fitch Assigns 'BB+' Issuer Default Rating

TRUE TEMPER: S&P Cuts Corporate Credit Rating to CCC from CCC+
VALMONT INDUSTRIES: S&P Puts 'BB' Rating Under Positive Watch
VESCOR DEVELOPMENT: Files Chapter 11 Liquidation Plan in Nevada
VIJAYKUMAR PATEL: Case Summary & 17 Largest Unsecured Creditors
WATERFORD EQUITIES: Case Summary & 50 Largest Unsecured Creditors

WATERFORD EQUITIES: Haven's CEO Denies State Counsel's Accusations
WCI COMMUNITIES: Gets Performance Waiver Effective Until Dec. 7
WCI COMMUNITIES: Incurs $69.7 Million Net Loss in Third Qtr. 2007
WILD WEST: Auction Sale of Amusement Park Begins December 11
WILLIAM LYON: S&P Lowers Ratings with Negative Outlook

WOLVERINE TUBE:Moody's Confirms Caa2 Ratings and Revises Outlook
WORD & BOGGUS: Case Summary & 20 Largest Unsecured Creditors

* Moody's Says Liquidity of US Companies Continue to Drop
* Moody's Says Private Equity Ownership Can Bring Enhancements
* Moody's Takes Rating Actions on Various Classes
* S&P Holds Ratings on Nine Ford-Related U.S. Repack Transactions

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



                             *********

ADAMS SQUARE: S&P Junks Ratings on Six Note Classes
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
seven outstanding classes of notes issued by Adams Square Funding
I Ltd.  Three of the ratings remain on CreditWatch with
negative implications, three were taken off CreditWatch negative,
and one was placed on CreditWatch negative.  
     
On Nov. 16, 2007, Standard & Poor's received a notice stating that
the controlling class of Adams Square Funding I Ltd. was directing
the trustee to proceed with the sale/liquidation of the collateral
supporting the notes.  This notice followed a previous notice
declaring an event of default as of Oct. 12, 2007, under section
5.1(h) of the indenture, which occurred after the class A
overcollateralization ratio fell below 100%.
     
The rating actions reflect Standard & Poor's opinion of the impact
of the liquidation of the collateral at what will likely be
depressed prices.  The controlling class' election to liquidate
the collateral is likely to result in collateral valuation risk,
potentially affecting all classes of notes.  Therefore, the rating
actions are more severe than would be justified based solely on
the underlying collateral's credit deterioration.  The rating
actions also reflect our opinion that there is a high potential
for material losses to the noteholders based on the collateral's
current market value and our view that market prices may not
recover during the liquidation period.
     
As previously stated, these rating actions are based on our
expectation that the collateral will be liquidated.  Had S&P based
its analysis on the decline in the collateral's credit quality,
rather than on the collateral pool's liquidation value, S&P
estimate that its analysis would have led them to lower the rating
on the class A notes by one to two notches and affirm the rating
assigned to the senior swap notes.
     
Adams Square Funding I Ltd. is a hybrid collateralized debt
obligation transaction backed by asset-backed securities.  Credit
Suisse Alternative Capital is the investment manager.
     
Through Monday, Nov. 19, Standard & Poor's had received EOD
notices on 28 U.S. CDO of ABS transactions (including Adams Square
Funding I Ltd.).  These transactions contain overcollateralization
ratio EOD triggers that are tied to the ratings on the assets that
make up the transactions' collateral pools.  S&P have received a
notice of liquidation for only one other transaction, Carina CDO
Ltd.; S&P have not received notices of liquidation for the
remaining 26 transactions.  If S&P receive notices of
acceleration, liquidation, or rescission of any previous actions
for any transaction, S&P will adjust its ratings as appropriate.
   
       Rating Lowered and Placed on Creditwatch Negative

                  Adams Square Funding I Ltd.

                                  Rating
                                  ------
            Class        To                     From
            -----        --                     ----
            Sr swap      BB/Watch Neg           AAA

     Ratings Lowered and Remaining on Creditwatch Negative

                  Adams Square Funding I Ltd.

                                  Rating
                                  ------
             Class        To                     From
             -----        --                     ----
             A            CCC-/Watch Neg         AAA/Watch Neg
             B-1          CCC-/Watch Neg         AA/Watch Neg
             B-2          CCC-/Watch Neg         AA-/Watch Neg

     Ratings Lowered and Removed from Creditwatch Negative

                    Adams Square Funding I Ltd.

                                  Rating
                                  ------
            Class        To                     From
            -----        --                     ----
            C            CC                     A/Watch Neg
            D            CC                     BBB/Watch Neg
            E            CC                     BB+/Watch Neg


AEGIS MORTGAGE: Lease Decision Deadline Extended to March 10
------------------------------------------------------------
The Honorable Brendan Linehan Shannon granted Aegis Mortgage Corp.
and its debtor-affiliates' request to extend the deadline to
assume or reject unexpired nonresidential real property leases, in
which they are the lessee, through and including March 10, 2008.

Judge Shannon ruled that the extension is without prejudice to
the rights of the Debtors to request a further extension of the
deadline.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Delaware, said that without an extension the Debtors
would be required to assume, assign or reject the leases not
later than Dec. 11, 2007, the deadline established under Section
365(d)(4) of the Bankruptcy Code.  

Section 365(d)(4) states that an unexpired nonresidential real
property lease under which a Debtor is the lessee is deemed
rejected, and the trustee or the debtor-in-possession would
immediately surrender the property to the lessor, if it does not
assume or reject the unexpired leases within 120 days after the
date of the order for relief.

Mr. O'Neill contended that an extension of time is necessary to
allow the Debtors to consider their options with respect to their
unexpired leases.  He said that it would be imprudent and
detrimental for the Debtors to elect whether to assume, assume
and assign,or reject the unexpired leases within the 120-day
period, given the importance of the leases to the continuing
operation of the Debtors' business, and the number of issues to
consider and resolve.

Without the extension, the Debtors are at risk of assuming the
leases that may later create potential administrative claims or
rejecting the leases that may be critical to their business,
Mr. O'Neill further added.   

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.  The Official
Committee of Unsecured Creditors' Delaware counsel is Landis Rath
& Cobb LLP and their co-counsel is Hahn & Hessen LLP.

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 to Extend Removal Period Deadline to Feb. 11
------------------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for an extension of
the deadline by which they may file notices of removal with
respect to civil actions pending as of the Petition Date, to and
including Feb. 11, 2008.

Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware, asserts it is prudent to seek an
extension so to protect the Debtors' right to remove the actions.

Since the Petition Date, the Debtors have been occupied with
matters of immediate importance to their Chapter 11 cases,
Mr. Cairns explains.  The Debtors, he says, focused on the
orderly wind down of their businesses and the sale of their
remaining assets.

"Accordingly, the Debtors have not had an opportunity to
appropriately review actions to determine whether there are any
that may need to be removed," Mr. Cairns says.

Mr. Cairns points out that moving the deadline would allow the          
Debtors to make fully-informed decisions concerning removal of
any action and would assure that the Debtors do not forfeit
valuable rights under Section 1452.  He notes that the rights of
the Debtors' adversaries will not be prejudiced by the extension
because any party to an action that is removed may seek to have
it remanded to the state court.

Judge Shannon will convene a hearing on Dec. 17, 2007, at
2:00 p.m., to consider the Debtor's request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtor's Removal Period is automatically
extended until the conclusion of that hearing.   

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.  The Official
Committee of Unsecured Creditors' Delaware counsel is Landis Rath
& Cobb LLP and their co-counsel is Hahn & Hessen LLP.

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).


ALLTEL CORP: Moody's Junks Rating on $2.3 Bil. Unsecured Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded Alltel's $2.3 billion
legacy senior unsecured notes to Caa1 from A2 and has assigned a
Caa1 rating with an LGD 5 (79%) to Alltel's $1.0 billion PIK
toggle notes following the leveraged buyout by TPG Capital and
Goldman Sachs Capital Partners which closed on Nov. 16, 2007.  The
corporate family rating remains unchanged at B2.  The ratings are
subject to Moody's review of final documentation.  A portion of
the bridge financing will be repaid with the proceeds from the PIK
toggle notes.  This concludes the review initiated on Nov. 2,
2007.  The rating outlook for Alltel is stable.

Alltel's B2 corporate family rating is constrained by the
considerable financial leverage pro forma for the buyout and an
expectation that Alltel's credit metrics, including free cash flow
to debt, will remain weak for at least eighteen to twenty-four
months following the transaction's close.  This reduced financial
flexibility could impair the company's ability to compete as
effectively as it has in the past, a risk that is further
exacerbated by the maturation of the industry.

The high leverage will require Alltel to sustain its strong
operating margins and revenue growth to generate sufficient free
cash flow to reduce debt.  Moody's estimates that the company's
total adjusted debt to EBITDA will approximate 8.0x at closing and
will decline slightly by year-end 2008, mainly due to earnings
growth.

The main factors that help to mitigate the company's high leverage
and weak financial metrics proforma for after the buyout are the
flexibility of the proposed capital structure which provides
Alltel with the option to defer cash interest related to its $2.5
billion of PIK toggle debt, the relatively long-dated maturity of
Alltel's debt obligations, and a $1.5 billion senior secured
revolving credit facility which is expected to remain undrawn
thereby providing the company with adequate liquidity to cover its
near term obligations.  The company's strong market position,
robust operating performance and the fact that the majority of the
company's existing management team is expected to remain in place,
are also credit positives.

In terms of liquidity, Alltel is expected to have full
availability of its $1.5 billion committed senior secured
revolving credit facility at closing as well as approximately $550
million of cash on hand.  In addition, the company is expected to
have a $750 million delayed draw term loan to fund its
participation in the upcoming 700-MHz auction should the company
choose to partake.  The senior secured credit facilities have a
net senior secured debt to EBITDA financial maintenance covenant,
but Moody's believes there is substantial cushion (set at a ratio
of 6.75x net senior secured debt to EBITDA) and that the covenant
will not be limiting for quite some time.  

The Ba3 rating on the company's senior secured facilities, 2
notches above the Corporate Family rating, reflects its priority
in the capital structure and a loss given default of LGD 2 (27%).  
The senior secured facilities are secured by a first lien pledge
of substantially all of the domestic assets and stock of the
company's subsidiaries.  The Caa1 rating on the company's senior
unsecured facilities, 2 notches below the Corporate Family rating,
reflects their effective subordination to the secured debt and a
loss given default of LGD 5 (79%) on the $7.7 billion senior
unsecured committed bridge facility.  Moody's notes that the
company's legacy senior unsecured notes hold the most junior
position in the company's capital structure because of their
issuance at the Holding company.

Alltel's SGL-2 speculative grade liquidity rating is based
primarily on the cash balance and the availability of external
credit capacity, the headroom under the credit facilities'
financial covenants, and PIK option on a portion of the unsecured
debt.  The SGL rating is somewhat constrained by Moody's
expectation that the company will be modestly free cash flow
negative in the first year following the acquisition and by the
lack of other alternate sources of liquidity.

The stable outlook reflects Moody's expectations that the company
will achieve modest revenue and EBITDA growth over the next
twelve-to-eighteen months as surging data usage offsets declines
in voice ARPU and that initiatives designed to improve Alltel's
cost structure and optimize its capital deployment will be quickly
successful.  Nevertheless, cash flow, financial leverage and
interest coverage are expected to remain weak for the rating
category during this period.  Moody's note that execution risk
associated with cost reduction plans may be elevated as a result
of the new ownership structure and high financial leverage.

Given Alltel's high leverage and weak credit metrics pro forma for
the buyout, downward ratings pressure could develop with a
moderate decline in profitability or any operational shortfall.  
Moody's notes that should the company utilize what they estimate
is its entire capacity in the upcoming 700-MHz spectrum auction,
scheduled for January 2008, its balance sheet will be further
weakened and its liquidity pressured.

Weak credit metrics make a ratings upgrade unlikely in the near
term.  Over the intermediate term, the ratings could be upgraded
if Alltel is able to achieve favorable revenue, earnings and free
cash flow growth such that debt reduction could be expected to
steadily accelerate.

These rating actions have been taken:

  -- $2.3 billion Senior Unsecured Notes -- Caa1, LGD 6 (95%)

  -- $1.0 billion Senior Unsecured Toggle Notes -- Caa1 LGD 5
     (79%)

These rating actions were taken on Nov. 2, 2007:

  -- Corporate Family Rating (to Alltel Corporation) -- B2

  -- Probability of Default Rating (to Alltel Corporation) --
     B2

  -- Speculative Grade Liquidity Rating (to Alltel Corporation)
     -- SGL-2

  -- $14.0 billion Senior Secured Term Loan B due 2015 (to
     Alltel Communications) -- Ba3, LGD2 (27%)

  -- $1.5 billion Senior Secured Revolving Credit Facility due
     2013 (to Alltel Communications) - Ba3, LGD2 (27%)

  -- $7.7 billion Senior Unsecured Committed Bridge Facility
     (to Alltel Communications) -- Caa1, LGD 5 (79%)

Headquartered in Little Rock, Arkansas, Alltel Corporation
operates the nation's largest wireless network, which delivers
voice and data services to more than 12 million customers in 35
states within the United States.  The company operates
predominately in tier 2, tier 3 and rural markets and is a
significant roaming partner to the 4 largest wireless providers
(AT&T Mobility, Verizon Wireless, Sprint Nextel, and T-Mobile)
mainly because of its extensive rural coverage.  In July 2006,
Alltel completed the spin-off of its wireline telecommunications
business and the merger of that wireline business with Valor
Communications.


AMEREX GROUP: Posts $2.7MM Net Loss in Qtr. Ended September 30
--------------------------------------------------------------
Amerex Group Inc. reported results for the third quarter and
nine-month period ended Sept. 30, 2007.
    
Amerex reported a net loss of $2.7 million on revenues of
$2.2 million in the quarter ended Sept. 30, 2007, compared with
a net loss of $764,000 on revenues of $2.3 million in the same
period of 2006.

The third quarter results included more than $2 million of non-
operating expenses related to the ongoing recapitalization of the
company, which has included remeasurement of equity obligations,
amortization of capitalized financing fees and other expenses.
    
For the current nine-month period, Amerex reported a net loss of
$5.8 million on revenues of $6.5 million, compared with a net loss
of $3.6 million on revenues of $4.7 million in the same period of
2006.

The company reported that it reduced its operating loss by more
than 50% in the first nine months of 2007 compared to the prior
nine-month period ending Sept. 30, 2006, reflecting efforts to
manage the business efficiently and execute on its business plan.
    
During the third quarter, the company closed on financing for a
bridge loan in the amount of $750,000 with Professional Offshore
Opportunity Fund Ltd. in August of 2007.  The company also noted
that it is pursuing a sale/leaseback of its property in Pryor,
Oklahoma, proceeds of which will be used to pay down its Senior
Convertible Notes and further facilitate debt-reduction.

In addition, the company is considering the sale/leaseback of its
property owned in Harrison County, Texas.
    
Each of these initiatives is intended to improve the company's
liquidity and increase working capital, allowing it to pursue
strategic acquisitions in line with the Company's long-term growth
plan.

The company also reported it restated the 2006 results in response
to comments issued by the FASB and the Securities and Exchange
Commission.  

                     About Amerex Group Inc.

Headquartered in New York City, Amerex Group Inc. (OTC BB:
AEXG.OB) -- http://www.amerexgroup.com/-- is a hazardous waste    
transportation and logistics firm with capabilities to provide
emergency response to environmental emergencies.  The company has
multiple facilities including a hazardous waste treatment, storage
and disposal facility licensed under the Resource Conservation and
Recovery Act Part B and a trucking fleet to transport hazardous
waste throughout the USA.  Amerex has administrative headquarters
in Tulsa, Oklahoma.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $7.2 million and total liabilities of $13.4 million, resulting
to a shareholders' deficit of $6.2 million.

                       Going Concern Doubt

Sartain Fischbein & Co., in Tulsa, Oklahoma, expressed substantial
doubt about Amerex Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's net loss working capital
deficiency and stockholders' deficit.


AMPEX CORP: Hillside Standstill Agreement Extended Until Jan. 15
----------------------------------------------------------------
Ampex Corporation disclosed that the company and Hillside Capital
Incorporated have agreed to extend the standstill agreement until
Jan. 15, 2008 in order to afford the parties additional time to
restructure the Hillside Notes previously issued to fund the
company's pension contributions.

At Sept. 30, 2007, outstanding Hillside Notes totaled
$44.8 million.

Hillside has agreed to extend the standstill agreement to enable
Hillside and Ampex to negotiate a restructuring plan.

                         Hillside Notes

In 1994, the company, the Pension Benefit Guaranty Corporation and
certain affiliates, including Hillside, who were members of a
"group under common control" of the Employee Retirement Income
Security Act entered into a Joint Settlement Agreement in
connection with the 1994 reorganization of the company's former
parent, NH Holding Incorporated.

The Agreement relates to the pension plans of the Company and of
its former Media subsidiaries, which are substantially
underfunded.  Under the terms of the Agreement, the company and
Hillside are held jointly and severally liable to the PBGC to fund
the required contributions under the Ampex and Media pension
plans.  Pursuant to this Agreement, Hillside is obligated to
advance pension contributions for the Ampex and Media pension
plans in the event the Company is unable to make the required
contributions necessary in order to satisfy the minimum funding
standard.  Failure by Hillside to advance funds as may be required
would enable the PBGC to terminate the plans and seek recovery of
termination benefits from Hillside and Ampex.

Through Sept. 30, 2007, Hillside made pension contributions
totaling $46.6 million pertaining to the Ampex pension plan and
the Media pension plan.  The company has issued notes to Hillside
in the amount of these pension contributions.  The company
requested Hillside to fund the remaining contributions due in
2007, which are estimated to total an additional $2.5 million, and
may do likewise in future years based on the company's liquidity.  
Hillside satisfied its obligations to fund scheduled contributions
through October 2007.

If Hillside makes all or a portion of the above pension
contributions, the company will issue additional Hillside Notes.

Under the terms of the Hillside Notes, $150,000 of principal is
due on the first anniversary of each of the notes with the
remaining principal due on the fourth anniversary of the Notes.
Pursuant to amendments to the senior debt agreements, all
principal payments on the Hillside Notes were deferred until after
Dec. 31, 2006.

In the three and nine months ended Sept. 30, 2007, principal of
$0.8 million and $1.1 million was due and paid by the company
under the Hillside - Ampex/Sherborne Agreement dated Dec. 1, 1994.

There were no principal payments due in the three and nine months
ended Sept. 30, 2006.  The Hillside debt payments as of Sept. 30,
2007, before giving effect to any restructuring, are reflected in
the "Maturities of Debt" table.  The Hillside Notes provide for
interest paid quarterly at 1% plus 175% of the applicable mid-term
federal rate (effective rate of 9.20% at September 30, 2007).

The company granted to Hillside a security interest in Data
Systems' inventory as collateral for notes issued to Hillside.  
The Hillside Notes contain certain restrictive covenants which,
among other things, restrict the company's ability to declare
dividends, sell all or substantially all of its assets or commence
liquidation, or engage in specified transactions with certain
related parties, breach of which could result in acceleration of
the company's potential termination liabilities.

                     Notice of Default

On July 13, 2007, the company received notice from Hillside
alleging that Ampex had breached the Hillside Agreement, and
further alleging that if this breach was not cured by July 23,
2007, it would constitute an event of default under the Hillside
Agreement, which would entitle Hillside to declare approximately
$45 million of Hillside Notes immediately due and payable.

The company does not agree that any breach had occurred, or that
there was any basis for declaring a default under the Hillside
Agreement or accelerating the Hillside Notes, and the Company
notified Hillside of its position.  Any acceleration of the
Hillside Notes, unless waived or rescinded, could result in the
occurrence of an event of default under certain of the company's
other obligations, including approximately $6.5 million of its
Senior Notes due August 2008, which would entitle holders of the
Senior Notes to accelerate the maturity of those obligations.

                   Initial Standstill Agreement

On Sept. 12, 2007, the company entered into a standstill agreement
with Hillside for the parties to complete documentation that will
restructure the Hillside Notes and clarifies how future pension
contributions will be funded.  The restructuring plan was
conditioned upon raising a minimum of $15 million of equity.
Proceeds of the offering were to be used to repay Senior Notes
which totaled $6.5 million at Sept. 30, 2007, to pay scheduled
principal and interest due on the Hillside Notes during the
standstill period totaling approximately $1.0 million, and the
balance would be available to fund other general corporate
initiatives.  During the standstill period Hillside agreed not to
accelerate the maturity of their indebtedness or commence legal
action against the company.

This agreement expired on Nov.15, 2007.

           Likely Insufficient Financial Resources
  
Based on its projected operations, the company believes that it
will not have sufficient financial resources or be able to
generate cash flow to service all of its obligations, including
scheduled indebtedness, within the next 12 months and beyond.  In
order for the company to remain a going concern it will be
required to substantially modify the repayment terms of its Senior
Notes as well as the Hillside Notes.

Alternatively, the company may be required to issue new equity to
holders of all or most of its outstanding debt securities, as well
as for debt that will be issued in connection with future pension
plan contributions.  Any such issuance of equity for debt would
result in current stockholders' ownership interest being
significantly diluted and potentially cause a substantial decline
in the price of the company's Common Stock.  The company cannot
give assurance that it will be successful in restructuring its
indebtedness.

                      Bankruptcy Warning

If Hillside were to declare the Hillside Notes due and payable
and/or the company is unable to restructure its indebtedness or
unable to otherwise service its indebtedness, the company might be
forced to reorganize under federal bankruptcy laws, which could
negatively affect its revenues and the price of its Common Stock.

                        About Ampex Corp.

Headquartered in Redwood City, California, Ampex Corporation
(Nasdaq: AMPX) -- http://www.ampex.com/--  manufactures high  
performance data storage products principally used in defense
applications.

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.


BANC OF AMERICA: Fitch Rates $5.579MM Class Q Certificates at B-
----------------------------------------------------------------
Banc of America Commercial Mortgage Inc., series 2007-4,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as:

  -- $27,809,000 class A-1 'AAA';
  -- $77,306,000 class A-2 'AAA';
  -- $287,473,000 class A-3 'AAA';
  -- $73,686,000 class A-SB 'AAA';
  -- $817,600,000 class A-4 'AAA';
  -- $278,019,000 class A-1A 'AAA';
  -- $223,130,000 class A-M 'AAA';
  -- $178,522,000 class A-J 'AAA';
  -- $2,231,301,788 class XW 'AAA' (Notional amount and
     interest only);
  -- $22,313,000 class B 'AA+';
  -- $19,524,000 class C 'AA';
  -- $22,313,000 class D 'AA-';
  -- $22,313,000 class E 'A+';
  -- $13,946,000 class F 'A';
  -- $16,734,000 class G 'A-';
  -- $27,892,000 class H 'BBB+';
  -- $22,313,000 class J 'BBB';
  -- $19,524,000 class K 'BBB-';
  -- $13,945,000 class L 'BB+';
  -- $5,578,000 class M 'BB';
  -- $5,579,000 class N 'BB-';
  -- $5,578,000 class O 'B+';
  -- $5,578,000 class P 'B';
  -- $5,579,000 class Q 'B-';
  -- $39,047,788 class S 'NR'.

Classes A-1, A-2, A-3, A-SB, A-4, A-1A, A-M, and A-J are offered
publicly, while classes XW, B, C, D, E, F, G, H, J, K, L, M, N, O,
P, and Q are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 143
fixed-rate loans having an aggregate principal balance of
approximately $2,231,301,788 as of the cutoff date.


BOMBAY COMPANY: Gets Interim Nod on CBRE as Real Estate Broker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
The Bombay Company Inc. and its debtor-affiliates interim
authority to employ CB Richard Ellis as their real estate broker.

CB Richard is expected to act as the Debtors' broker and agent to
market and affect a sale of the Debtors' corporate headquarters,
pursuant to the terms of the parties' exclusive sales listing
agreement.

Robert Scully, a managing director at CB Richard, tells the Court
that the professionals involved in the bankruptcy cases include:

      Professionals        Designation
      -------------        -----------
      Robert J. Scully     Managing Director
      Michael Huff         Director
      Blake Lloyd          Senior Associate

Mr. Scully says that the most reasonable terms and conditions
concerning its fees are found in the exclusive sales listing
agreement.  The agreement provides for compensation upon these
terms:

   a) a base fee of $200,000;

   b) an incentive fee of 6% of gross sale proceeds exceeding
      $15 million; and

   c) CB Richard will be responsible for all expenses associated
      with preparing marketing materials and signage associated
      with the disposition of the property.

Mr. Scully assures the Court that CB Richard is disinterested as
that term is defined at Section 101(14) of the U.S. Bankruptcy
Code.

                      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: Section 341(a) Meeting Scheduled for December 27
----------------------------------------------------------------
The U.S. Trustee for Region 6 will continue the meeting of The
Bombay Company and its debtor-affiliates' creditors on
Dec. 27, 2007, at 2:00 p.m., at Room 7A24, Fritz G. Lanham Federal
Building, 819 Taylor Street, in Fort Worth, Texas.  The last
meeting with creditors was held on Oct. 22, 2007.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      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: Wants To Hire DJM Asset as Real Estate Consultant
-----------------------------------------------------------------
The Bombay Company, Inc. and its debtor-affiliates ask permission
the U.S. Bankruptcy Court for the Northern District of Texas to
employ DJM Asset Management, LLC as their real estate consultant.

DJM Asset will assist the Debtors in negotiating the termination,
assignment, or other disposition of the Debtors' real property
leases, pursuant to the terms of the real estate consulting and
advisory services agreement.  The engagement will include
obtaining waivers or reductions of cure amounts and lease
rejection claims.

Andrew B. Graiser, a co-president of DJM Asset, tells the Court
that, pursuant to the agreement, the firm will receive
compensation from:

   a) Reduction in Bankruptcy Claims.  The total amount of claims
      from the the Debtors' landlords is estimated to be
      $79,511,404.  If the claims are not reduced by $15 million
      from the estimated amount, DJM Asset will not receive any
      fee from the Debtor.  If the claims are reduced by more than
      $15 million, the Debtor will pay fees calculated in the
      following manner:

      1. If claims are reduced by a total of $15 million to $25
         million -- 0.75% of these total claims (1st Tier
         Payment);

      2. If claims are reduced by a total of $25 million to $35
         million -- 1.75% of these total claims (2nd Tier
         Payment); and

      3. If claims are reduced by $35 million or more -- 2% of
         these total claims (3rd Tier Payment);

   b) Proceeds from Lease Dispositions.  As to lease termination
      assignement, DJM Asset will receive a fee for 3.5% of the
      gross cash consideration received by the Debtor from each
      transaction, provided however, that such fee will not be
      payable unless the aggregate gross cash consideration for
      all the leases received by the Debtors exceeds $750,000; and

   c) Additional Consulting Services.  DJM Asset will be
      compensated for additional consulting services at the rate
      of $350 per hour.

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

                      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.


BROTMAN MEDICAL: Taps Butler Snow as Special Labor Counsel
----------------------------------------------------------
Brotman Medical Center Inc. asks the United States Bankruptcy
Court for the Central District of California for authority to
employ Butler, Snow, Mara, Stevens and Cannada, PLLC, as its
special labor counsel.

As the Debtor's special labor counsel, Butler Snow will:

   a) assist the Debtor in potentially negotiating a new
      collective bargaining agreement with the Service Employee
      International Union and the California Nurses Association
      and handling of all that may be encompassed by that,
      including represent of the Debtor in the board of inquiry
      process;

   b) represent the Debtor in labor, employment, and related
      issues arising from pre-existing collective bargaining
      agreements with SEIU and CNA, including handling grievance
      processing and arbitrations arising thereform, and providing
      legal advice concerning compliance with the collective
      bargaining agreements; and

   c) defend the Debtor with regard to any unfair labor practice
      charges filed by SEIU and CNA with the National Labor
      Relations Board.

The firm's attorneys and their compensation rates are:

      Attorneys                   Hourly Rate
      ---------                   -----------
      David P. Jaqua, Esq.           $320
      Bart N. Sisk, Esq.             $295
      J. Wilson Eaton, III, Esq.     $225
      Todd P. Photopulos, Esq.       $235
      Graham W. Askew                $150

      Non-attorney professionals  $110 - $120

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

Mr. Sisk can be reached at:

      Bart N. Sisk, Esq.
      AmSouth Plaza
      210 East Capitol Street, Suite 1700
      Jackson, MS 39201
      Tel: (601) 948-5711
      Fax: (601) 985-4500
      http://www.butlersnow.com/

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).  Courtney E. Pozmantier, Esq., and Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P.,
represent the Debtor.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Benjamin S. Seigel,
Esq., and Paul S. Arrow, Esq., at Buchalter Nemer, as its counsel.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


BROTMAN MEDICAL: Taps McDermott Will as Special Medicare Counsel
----------------------------------------------------------------
Brotman Medical Center Inc. asks the United States Bankruptcy
Court for the Central District of California for permission to
employ McDermott Will & Emery LLP as its special medicare counsel.

McDermott Will is expected to represent the Debtor in regard with
medicare overpayment liability for outlier payments, anticipated
cost report payments and recovery actions and appeals, and other
healthcare issues as may arise.

The firm's professionals and their compensation rates are:

   Professionals                 Hourly Rate
   -------------                 -----------
   Timothy P. Blanchard, Esq.        $715
   Miles W. Hughes, Esq.             $555
   Peter R. Leone, Esq.              $575
   Arnold V. Pamplna, Esq.           $445

   Non-attorney Professionals    $240 - $275

Timothy P. Blanchard, Esq., a partner of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Court.

Mr. Blanchard can be reached at:

   Timoty P. Blanchard, Esq.
   McDermott Will & Emery LLP
   2049 Century Park East, 38th Floor
   Los Angeles, CA 90067-3218
   Tel: (310) 551-9320
   Fax: (310) 277-4730
   http://www.mwe.com/

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).  Courtney E. Pozmantier, Esq., and Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P.,
represent the Debtor.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Benjamin S. Seigel,
Esq., and Paul S. Arrow, Esq., at Buchalter Nemer, as its counsel.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


BUILDING MATERIALS: Industry Weakness Cues S&P to Cut Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Francisco-based Building Materials Holding Corp. to
'BB-' from 'BB' and its senior secured bank loan rating to 'BB'
from 'BB+'.  The ratings remain on CreditWatch with negative
implications where they were placed on Oct. 18, 2007, following a
change-of-management initiative by Chapman Capital LLC, BMHC's
largest shareholder.
     
"The downgrade reflects the ongoing weakness in the U.S. housing
industry and our expectation that this downturn will last longer
than previously expected," said Standard & Poor's credit analyst
Pamela Rice.  "Given BMHC's exposure to residential construction,
this trend has hurt, and will continue to hurt, operating
performance.  As a result, BMHC's consolidated credit measures
have deteriorated in 2007, reaching levels inconsistent with the
former ratings.  Although the company has substantial availability
under its revolving credit facility, its ability to meet its
financial covenants over the next few quarters could be
challenged, given our expectations that markets will decline
further in 2008."

If Chapman Capital's plan, announced in October, that it was
seeking to replace BMHC's chairman and CEO, Robert Mellor, with
Stanley Wilson, president of BMHC subsidiary BMC West Corp., it
could lead to unexpected changes in business strategies that
neither support credit quality nor fall within S&P's expectations
for the current ratings on BMHC.
     
"We will watch for the outcome of this shareholder action," Ms.
Rice said.  "We will also discuss with management its business and
financial outlook, considering the continued downturn in the
housing market.  We could lower the ratings if the actions BMHC is
taking to weather the downturn do not begin to stabilize financial
results or if liquidity becomes an issue."


C AND C PROPERTIES: U.S. Trustee Wants Chapter 11 Case Converted
----------------------------------------------------------------
The U.S. Trustee for Region 5 asks the Honorable Edward Ellington
of the United States Bankruptcy Court for the Southern District of
Mississippi to convert C and C Properties Inc.'s Chapter 11 case
into a Chapter 7 liquidation proceeding or, to the extent
possible, dismiss its case.

Pursuant to Section 1112(b) of the Bankruptcy Code, the Trustee
listed grounds for cause exist to convert the Debtor's case.  
These grounds include, but are not limited to:

   a) failure to file a disclosure statement, or to file or
      confirm a plan, within the time fixed by this title or by
      order of the Court; and

   b) failure to pay any fees or charges required under Chapter
      123 of the title 28.

The Debtor's exclusive period to file a Chapter 11 plan expired on
Sept. 23, 2007.

Judge Ellington scheduled a hearing on Dec. 11, 2007, at
1:30 p.m., Courtroom-Jackson for 189, to consider the Trustee's
request.

Based in Union, Mississippi, C and C Properties, Inc. develops
real estate properties.  The company filed for Chapter 11
protection on January 24, 2007 (Bankr. S.D. Miss. Case No.
07-50082).  Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman,
Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in
its restructuring efforts.  The U.S.Trustee for Region 5 has not
appointed an Committee of Unsecured Creditors in the Debtor's
bankruptcy proceedings.  In its schedules filed with the Court,
the Debtor disclosed total assets of $12,500,000 and total debts
of $10,016,965.


CAPITAL AUTO: Moody's Rates $7.963 Million Class D Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
Capital Auto Receivables Asset Trust 2007-4.

The complete rating actions are:

Issuer: Capital Auto Receivables Asset Trust 2007-4

  -- $333,000,000, 4.91023% Class A-1 Asset Backed Notes, rated
     P-1

  -- $100,000,000, 4.93% Class A-2a Asset Backed Notes, rated
     Aaa

  -- $460,000,000, One-Month LIBOR + 0.60% Class A-2b Asset
     Backed Notes, rated Aaa

  -- $160,000,000, 5.00% Class A-3a Asset Backed Notes, rated
     Aaa

  -- $150,000,000, One-Month LIBOR + 0.70% Class A-3b Asset
     Backed Notes, rated Aaa

  -- $301,946,000, 5.30% Class A-4 Asset Backed Notes, rated
     Aaa

  -- $51,757,000, 6.39% Class B Asset Backed Notes, rated A2

  -- $23,888,000, 7.40% Class C Asset Backed Notes, rated Baa2

  -- $7,963,000, 7.50% Class D Asset Backed Notes, rated Ba1

The ratings are based on the quality of the underlying auto loans
and their expected performance, the strength of the transaction's
structure, the enhancement provided by subordination, non-
declining overcollateralization of 0.25% as a percentage of the
initial aggregate receivables principal balance, a fully funded
non-declining 0.75% reserve account, available excess spread, and
the experience of GMAC LLC as servicer.


CATHOLIC CHURCH: Fairbanks Diocese Still Considering Bankruptcy
---------------------------------------------------------------
The Roman Catholic Diocese of Fairbanks is still considering
reorganization under Chapter 11 of the Bankruptcy Code as an
option in order to resolve clerical sexual abuse claims, Mary Beth
Smetzer of the Fairbanks Daily News-Miner reports.

The Diocese has settled with more than 100 Alaska Native sexual
abuse victims for $50 million leaving it with around 150
unresolved claims.

The settlement however doesn't change anything much for the
Diocese, the report adds citing Robert Hannon, special assistant
to Catholic Bishop Donald Kettler.

The Diocese, the report further relates, is still hoping to reach
a settlement with the remaining claims at a Dec. 14, 2007 hearing
set by the Anchorage court.

As reported in the Troubled Company Reporter on March 8, 2006, the
Diocese, in a letter dated Feb. 12, 2006 by Bishop Donald J.
Kettler, will likely file for bankruptcy if it was unable to
provide equitable, fair, and just support for the victims,
families, and communities affected by sexual abuse and negotiate a
settlement with the victims.  

The Roman Catholic Diocese of Fairbanks -- http://www.cbna.info/-
- is comprised of the northern regions of the state of Alaska.  It
is led by a prelate bishop which serves as pastor of the mother
church, Cathedral of the Sacred Heart in the City of Fairbanks.  
The diocese is a suffragan of the Archdiocese of Anchorage.


CEDAR JUNCTION: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cedar Junction General Store, Inc.
        aka Conoco Breakplace
        aka Canyon Springs General Store, Inc.
        4017 West Highway 76
        Branson, MO 65616

Bankruptcy Case No.: 07-61713

Type of Business: The Debtor owns and operates a convenience
                  stores.

Chapter 11 Petition Date: November 20, 2007

Court: Western District of Missouri (Springfield)

Debtor's Counsel: Raymond I. Plaster, Esq.
                  Moon, Plaster & Sweere, L.L.P.
                  3275 E. Ridgeview Street, Suite C
                  Springfield, MO 65804
                  Tel: (417) 862-3704
                  Fax: (417) 862-1936

Total Assets: $475,398

Total Debts:  $3,909,875

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
S.P.C.P. Group, L.L.C.           $3,500,000
c/o Laureate Capital, L.L.C.
P. O. Box 890862
Charlotte, NC 28289-0862

Brian Karn                         $206,242
232 Deer Mountain Road
Walnut Shade, MO 65771

C.J. General Store, Inc.           $135,620
1225 Ridgedale Road
Ridgedale, MO 65739

Trendsetters International          $15,000
Marketing

Arrow Head Surety & Insurance      $10,300

Haag Foods                          $4,750

V.B. Hall Wholesale                 $4,400

Randy Anglen                          $500

F.P. Mailing Solutions                $300


CENTER FOR DIAGNOSTIC: Moody's Lifts Corp. Family Rating to B1
--------------------------------------------------------------
Moody's Investors Service upgraded the CFR of Center for
Diagnostic Imaging, Inc. to B1 from B2 and the Probability of
Default Rating to B2 from B3.  Concurrently, Moody's upgraded the
ratings on the senior secured revolver and senior secured term
loan facilities to Ba3 from B1.  Following this action, the
outlook is stable.

Ratings upgraded:

  -- Corporate Family Rating, to B1 from B2

  -- Probability of Default Rating, to B2 from B3

  -- $20 million, senior secured revolver due 2009, to Ba3
     (LGD2, 25%) from B1 (LGD2, 25%)

  -- $75 million senior secured term loan due 2010, to Ba3
     (LGD2, 25%) from B1 (LGD2, 25%)

  -- The ratings outlook is stable.

The upgrade of the Corporate Family Rating to B1 from B2 primarily
reflects the company's continued ability to drive top-line revenue
and EBITDA growth as well as maintain strong free cash flow and
moderate leverage metrics in the face of recent adverse Medicare
reimbursement changes.  The upgrade also reflects a sound
liquidity position.

Downward pressure on the ratings could develop in the event that
incremental cuts in Medicare reimbursements are enacted that
materially reduce revenues and resulting cash flows, thereby
pressuring financial metrics.  Absent a decline in reimbursements,
the ratings could come under pressure in the event that other
adverse factors resulted in a decline in the company's ratio of
free cash flow to adjusted debt below roughly 5% or if the ratio
of adjusted total debt to EBITDA increases above 4.3 times.  A
upgrade is unlikely in the near-term given the reimbursement
vulnerability presented by the industry together with the
company's small size.

Headquartered in Minneapolis, Minnesota, CDI is a leading provider
of fixed-site, physician and hospital-owned, high-quality, cost-
effective diagnostic and therapeutic radiology services.  CDI
provides diagnostic imaging services through a network of 41
freestanding outpatient imaging centers in 14 markets across 8
states.  For the twelve months ended September 30, 2007 CDI
generated revenues of approximately $108 million.


CENTEX MORTGAGE: Fitch Affirms 'BB+' Rating on $12 Mil. Certs.
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Centex
mortgage pass-through certificates.  Affirmations total
$1.01 billion.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Centex 2005-B

  -- $96.7 million class A affirmed at 'AAA' (BL: 78.91, LCR:
     7.61);

  -- $35 million class M-1 affirmed at 'AA+' (BL: 66.50, LCR:
     6.41);

  -- $33 million class M-2 affirmed at 'AA' (BL: 50.48, LCR:
     4.87);

  -- $20.5 million class M-3 affirmed at 'AA-' (BL: 34.22, LCR:
     3.30);

  -- $18.5 million class M-4 affirmed at 'A+' (BL: 30.44, LCR:
     2.94);

  -- $16 million class M-5 affirmed at 'A' (BL: 27.31, LCR:
     2.63);

  -- $18 million class M-6 affirmed at 'A-' (BL: 23.95, LCR:
     2.31);

  -- $15 million class M-7 affirmed at 'BBB+' (BL: 21.17, LCR:
     2.04);

  -- $17.5 million class B affirmed at 'BBB' (BL: 18.43, LCR:
     1.78).

Summary

  -- Originators: (100% Centex);
  -- 60+ day Delinquency: 17.67%;
  -- Realized Losses to date (% of Original Balance): 0.76%;
  -- Expected Remaining Losses (% of Current Balance): 10.37%;
  -- Cumulative Expected Losses (% of Original Balance): 3.92%.

Centex 2005-C

  -- $127.7 million class A affirmed at 'AAA' (BL: 73.23, LCR:
     6.63);

  -- $45.5 million class M-1 affirmed at 'AA+' (BL: 60.92, LCR:
     5.51);

  -- $33.5 million class M-2 affirmed at 'AA' (BL: 51.05, LCR:
     4.62);

  -- $21 million class M-3 affirmed at 'AA-' (BL: 44.51, LCR:
     4.03);

  -- $19.5 million class M-4 affirmed at 'A+' (BL: 30.59, LCR:
     2.77);

  -- $16.5 million class M-5 affirmed at 'A' (BL: 27.60, LCR:
     2.50);

  -- $17.5 million class M-6 affirmed at 'A-' (BL: 24.48, LCR:
     2.22);

  -- $14.5 million class M-7 affirmed at 'BBB+' (BL: 21.95,
     LCR: 1.99);

  -- $16.5 million class B-1 affirmed at 'BBB' (BL: 19.10, LCR:
     1.73);

  -- $18 million class B-2 affirmed at 'BBB-' (BL: 16.40, LCR:
     1.48).

Summary

  -- Originators: (100% Centex);
  -- 60+ day Delinquency: 15.76%;
  -- Realized Losses to date (% of Original Balance): 0.48%;
  -- Expected Remaining Losses (% of Current Balance): 11.09%;
  -- Cumulative Expected Losses (% of Original Balance): 4.49%.

Centex 2005-D

  -- $202.6 million class A affirmed at 'AAA' (BL: 61.82, LCR:
     4.82);

  -- $47 million class M-1 affirmed at 'AA+' (BL: 50.12, LCR:
     3.91);

  -- $32.5 million class M-2 affirmed at 'AA' (BL: 43.27, LCR:
     3.37);

  -- $22.5 million class M-3 affirmed at 'AA-' (BL: 38.31, LCR:
     2.99);

  -- $17 million class M-4 affirmed at 'A+' (BL: 34.54, LCR:
     2.69);

  -- $17 million class M-5 affirmed at 'A' (BL: 30.78, LCR:
     2.40);

  -- $15.5 million class M-6 affirmed at 'A-' (BL: 21.41, LCR:
     1.67);

  -- $16 million class M-7 affirmed at 'BBB+' (BL: 18.81, LCR:
     1.47);

  -- $14.5 million class B-1 affirmed at 'BBB' (BL: 16.52, LCR:
     1.29);

  -- $11 million class B-2 affirmed at 'BBB-' (BL: 14.62, LCR:
     1.14);

  -- $12 million class B-3 affirmed at 'BB+', and removed from
     Rating Watch Negative (BL: 13.33, LCR: 1.04).

Summary

  -- Originators: (100% Centex);
  -- 60+ day Delinquency: 14.75%;
  -- Realized Losses to date (% of Original Balance): 0.50%;
  -- Expected Remaining Losses (% of Current Balance): 12.83%;
  -- Cumulative Expected Losses (% of Original Balance): 6.12%.

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.


CHALLENGER POWERBOATS: Sept. 30 Balance Sheet Upside-Down by $2MM
-----------------------------------------------------------------
Challenger Powerboats Inc. reported net income of $2.8 million  
for three months ended Sept. 30, 2007, compared to a net loss of
$1.7 million for the same period in the previous year.

The company reported net loss $1.3 million for nine months ended
Sept. 30, 2007, compared to a net loss of $6.8 million for the
same period in the previous year.

                Liquidity and Capital Resources

The company continues to raise capital to fund its operations and
fulfill its plan of acquiring companies and assisting in the
development of those companies internally.  As of Sept. 30, 2007,
the company has total current assets of $5.1 million, compared to
$1.99 million as of Dec. 31, 2006.  

As of Sept. 30, 2007, the company has total current liabilities of
$4.6 million, compared to $5.98 million as of Dec. 31, 2006.

Cash and cash equivalents were $1.7 million as of Sept. 30, 2007,
as compared to $0.2 million as of Dec. 31, 2006.  The company's
stockholders' deficit at Sept. 30, 2007 was $2.6 million as
compared to $13.3 million stockholders' deficit at Dec. 31, 2006.

As of Sept. 30, 2007, the company has debt of $10.9 million,
including convertible debentures with related parties which total
$3.3 million.   

              About Challenger Powerboats Inc.

Based in Washington, Missouri, Challenger Powerboats Inc.
(OTC:CPWB) - http://www.challengerpowerboats.com/-- designs and  
manufactures 'go fast' offshore racing boats, family sport
cruisers, jet boats and water ski tow boats under the brands
'Challenger Powerboats', 'Sugar Sand' and 'Gekko', which target
the recreational boating market.  The company is a design-to-
manufacturing organization, creating or licensing designs, and
creating tooling, molds, and parts necessary to assemble its
products in-house.  The company markets its products through a
dealer network comprising more than 100 dealers throughout the
United States, Canada, Mexico, Europe, Australia, the Middle East
and Japan.

                       Going Concern Doubt

Jaspers + Hall PC expressed substantial doubt about Challenger
Powerboats Inc.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations and its difficulties in generating
sufficient cash flow to meet its obligation and sustain its
operations.


CHESAPEAKE ENERGY: Moody's Places Ratings Under Review
------------------------------------------------------
Moody's placed Chesapeake Energy's ratings on review for
downgrade.  This action reflects imminent senior unsecured note
rating pressure under Moody's Loss Given Default notching
methodology.  However, this action also reflects that the
corporate family rating will be assessed in the context of CHK's
leverage rise relative to its reserve and production profiles,
that much of CHK's announced remedial debt reduction methods
appear, in Moody's view, to be debt or debt-like in nature, and
that 2008 and 2009 capital outlays are likely to again
significantly exceed cash flow.  Ratings under review include
CHK's Ba2 corporate family, Ba2 senior unsecured note (LGD 4;
60%), Baa3 hedging facility, and SGL-2 speculative grade liquidity
ratings.

The case for ratings caution is substantial given CHK's surge in
leverage relative to productive assets.  CHK has sought
simultaneously to sustain a heavy capital spending program to meet
organic growth expectations conveyed to the market and a heavy
multi-year acquisition program of which a large high cost
proportion contained unproven acreage.  Inherently, the unproven
acreage entails heavy front-end investment several years before it
can become proportionally productive and contains a high degree of
risk until sound full-cycle economics and productivity can be
demonstrated.  CHK's organic spending pace may be driven by a
desire to accelerate the migration of acquired unproven acreage to
production to meet market expectations.  However, the heavy
spending pace may be driven in part by agreed mandatory deadlines
with acreage sellers governing when CHK's evaluation, drilling,
and development activity must commence.

Furthermore, given CHK's third and fourth quarter 2007 increases
in secured borrowings, the unsecured note ratings are pressured
under LGD methodology.  Moody's outlook for continued high levels
of senior secured debt through 2008 and an expanded $3 billion
secured bank revolver commitment appear likely to, in combination,
result in sustained contractual subordination of the notes
sufficient to require ratings under the corporate family rating.  
To the degree CHK's planned asset monetizations through 2008 carry
debt characteristics, they would remain in Moody's adjusted total
debt and leverage figures and, in some cases, may remain senior to
CHK's notes under LGD methodology.

Ratings support stems from CHK's large scale, growth trajectory,
multiple core basin diversification and intensity, and adequately
supportive, though moderating, natural gas prices.  Importantly,
Moody's also notes that a substantial minority proportion of CHK's
reserve base has not been pledged to lenders and is available to
support additional borrowings if needed.  CHK is the largest
independent natural gas producer, and third largest producer
overall in the U.S. CHK has expanded its average daily production
by over 22% since fourth quarter 2006. It has also continued its
historical pattern of inducing conversion of convertible preferred
securities to common equity, as shown by its recent offer to
convert its 6.25% mandatory and 5% cumulative convertibles to
common.  Moody's has historically assigned a 50% debt basket to
CHK's cumulative convertible preferred stock.  Thus, the recent
conversion reduced adjusted debt.

However, in funding its drive for total scale and for major
strategic holdings in key emerging and established resource plays,
CHK's balance sheet debt and adjusted debt escalated substantially
faster than funded proven developed reserves, total reserves, and
production to ranges well in excess of expectations for a Ba2
issuer.  Leverage on PD reserves rose from $8.05/boe at year-end
2005, to $9.34/boe at year-end 2006, to over $11.80/boe of
estimated fourth quarter debt so far on reported PD reserves as of
September 30, 2007.  Adjusted debt plus future FAS 69 capital
spending needed to bring proven non-producing reserves to
production rose from $8.98/boe on year-end 2005 proven reserves to
an estimated roughly $11.90/boe on reported Sept. 30, 2007 proven
reserves.  Leverage on production rose substantially as well,
while cash margins declined.  Substantial hedge monetizations from
fourth quarter 2006 through 2007 prevented leverage from being
higher.

Aggressive spending momentum has continued into fourth quarter
2007. Though its acquisition pace is slowing, in the first nine
months of 2007 CHK spent somewhat over $1.8 billion to acquire
unproven acreage and over $700 million for proven reserves. This
excludes 2007 organic capital spending and a pending acquisition
of 2,000 net lease acres in the Barnett Shale. Between year-end
2006 and September 30, 2007, balance sheet debt increased by
roughly $3.5 billion and balance sheet debt plus capitalized
leases increased approximately $4.0 billion. The combination of
preferred stock, balance sheet debt, and leases jumped from $9.9
billion at year-end 2006 to $13.9 billion by September 30, 2007.  
CHK's third quarter 2007 10-Q indicates that debt has risen
substantially so far in fourth quarter 2007 as well.  New revolver
borrowings dampened the impact of preferred stock conversions to
common stock but preferred stock, debt, and leases still appears
to have declined somewhat to roughly $13.6 billion thus far in
fourth quarter 2007.

Chesapeake Energy is headquartered in Oklahoma City, Oklahoma.


CHRYSLER LLC: Cerberus Postpones $4 Billion Debt Sale, Source Says
------------------------------------------------------------------
The sale of Chrysler LLC's $4 billion loans has been postponed
indefinitely, a source familiar with the matter told The Wall
Street Journal, without specifying any timetable for a possible
resale.

As reported in the Troubled Company Reporter on Nov. 8, 2007,
aiming to lessen $171 billion leveraged loan backlog, JPMorgan
Chase and Co., Citigroup Inc., Goldman Sachs Group Inc., Morgan
Stanley and Bear Stearns & Co. planned to sell Chrysler LLC's
$4 billion loans at about 97.5 cents on the dollar this week,
Pierre Paulden and Bryan Keogh of Bloomberg News reports citing
unnamed sources.

The banks, sources say, are eager to dispose the $10 billion loans
that they were not able to sell in July and August after Cerberus
Capital Management acquired Chrysler from former owner
DaimlerChrysler AG.

According to Reuters, citing an unidentified source, the latest
postponement was prompted by weak credit markets and worsening
news from the U.S. automotive sector.

JPMorgan Chase and Co., Citigroup Inc., Goldman Sachs Group Inc.,
Morgan Stanley and Bear Stearns & Co. had planned to sell the
loans at about 97.5 cents on the dollar this week, in an aim to
lessen US$171 billion in leveraged loan backlog, the TCR-Europe
reported on Nov. 9, 2007.

The banks, sources said, were eager to dispose the $10 billion
loans that they were not able to sell in July and August after
Cerberus Capital Management acquired Chrysler from former owner
DaimlerChrysler AG.

As previously reported, Fitch Ratings has initiated rating
coverage on Chrysler LLC by assigning these ratings:

    -- Long-term Issuer Default Rating 'B+';
    -- $10 billion first-lien loan 'BB+/RR1';
    -- $2 billion second-lien loan 'BB+/RR1'.

The $12 billion in senior secured financing will be raised
following the pending acquisition of 80.1% of Chrysler's parent,
Chrysler Holding LLC, by affiliates of Cerberus Capital
Management, L.P.  The 'RR1' Recovery Rating is based on Fitch's
expectation of full recovery in the event of bankruptcy.  The
Rating Outlook is Stable.

The sale, which was previously postponed once, will push through
depending on market conditions, a source told WSJ.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- produces Chrysler, Jeep(R), Dodge   
and Mopar(R) brand vehicles and products.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

Chrysler is a unit of Cerberus Capital Management.

                          *     *     *

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services said its corporate credit
ratings on Chrysler LLC and DaimlerChrysler Financial Services
Americas LLC remain on CreditWatch with positive implications,
following the United Auto Workers' narrow approval of the new
Chrysler-UAW labor contract.  The ratings were placed on
CreditWatch on Sept. 26, 2007, based on S&P's belief that Chrysler
would reach a deal similar to the one General Motors Corp. reached
with the UAW on that date.

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC (B/Negative/--), including a 'BB-' rating
to the $5 billion "first-out" first-lien term loan tranche.  This
rating, two notches above the corporate credit rating of 'B' on
Chrysler LLC, and the '1' recovery rating indicate S&P's
expectation for very high recovery in the event of payment
default.  S&P also assigned a 'B' rating to the
$5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with the closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


COMPLETE PRODUCTION: S&P Holds 'B+' Rating and Revises Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston,
Texas-based oilfield services provider Complete Production
Services Inc. to positive from stable.  At the same time, S&P
affirmed all the ratings, including the 'B+' corporate credit
rating, on the company.
     
"The outlook revision reflected Complete's growing completion and
production segment, expanding geographic markets, and our
expectations that the company will continue to improve its
business and operational diversity while maintaining a strong
financial profile," said Standard & Poor's credit analyst Aniki
Saha-Yannopoulos.
     
As of Sept. 30, 2007, the Houston, Texas-based company had $867.4
million of debt, adjusted for operating-lease expenses.
     
The ratings on Complete reflect the company's weak business
position as an oilfield services provider, with an aggressive
growth strategy in the historically cyclical, capital-intensive,
and highly competitive oilfield services industry.  Slightly
mitigating these weaknesses are the company's diversified product
lines in the currently favorable well-servicing environment and
its improved financial profile.
     
Complete is a provider of oil and gas well completion and
production services, with smaller operations in contract drilling
and product sales.


COUNTRYWIDE ASSET-BACKED: Fitch Lowers Ratings on 11 Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Countrywide Asset-
Backed Securitizations mortgage pass-through certificates:

Series 2003-BC4
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'AA-' from 'AA';
  -- Class M-3 downgraded to 'A' from 'AA-';
  -- Class M-4 downgraded to 'BBB' from 'A';
  -- Class M-5 downgraded to 'BB+' from 'A-';
  -- Class M-6 downgraded to 'B' from 'BBB+';
  -- Class B downgraded to 'B' from 'BBB'.

Series 2003-BC5
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'A+' from 'AA-';
  -- Class M-3 downgraded to 'A' from 'A+';
  -- Class M-4 downgraded to 'BBB' from 'A', and placed on
     Rating Watch Negative;
  -- Class M-5 downgraded to 'BBB-' from 'A-', and placed on
     Rating Watch Negative;
  -- Class M-6 downgraded to 'B' from 'BBB+', and placed on
     Rating Watch Negative.

Series 2005-BC3
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB';
  -- Class B affirmed at 'BBB-'.

The affirmations affect approximately $300.19 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades,
affecting approximately $31.23 million of the outstanding
certificates, reflect deterioration in the relationship between CE
and expected losses.  The classes placed on Rating Watch Negative
reflect the deterioration in the relationship of CE to future loss
expectations and affect $2.49 million in outstanding certificates.

The above trusts consist primarily of fixed- and adjustable-rate
first and second liens extended to sub-prime borrowers on one- to
four-family residential properties and certain other property and
assets.  Countrywide Home Loans Servicing, LP, rated 'RPS1-' by
Fitch, is the Primary Servicer for the above transactions.

As of the October remittance date, the pool factors (current
principal balance as a percentage of original) of the above
transactions range from 9% (2003-BC4) to 28% (2005-BC3).  The
seasoning ranges from 28 (2005-BC3) to 50 (2003-BC4) months.


CREDIT SUISSE: S&P Cuts Rating on Class E Certs. to B+ from BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2005-CND1.  At the same time, S&P affirmed its ratings on five
classes from the same series.
     
The lowered ratings reflect our analysis of the remaining two
loans in the transaction, which are in special servicing.  The
loans are secured by Hotel 71 and Royal Palm, both of which have
abandoned their condominium conversion plans and are operating as
full-service hotels.  The pool's principal balance is currently
$135 million, compared with $665 million at issuance.
     
The first loan is collateralized by Hotel 71 and is located on
Wacker Drive and Michigan Avenue in Chicago, Illinois.  All of the
property's 454 rooms were scheduled to be converted into condo
hotel units at securitization.  On March 2, 2007, the mezzanine
borrower initiated a Chapter 11 voluntary bankruptcy petition.  
The bankruptcy stay was lifted, and the mezzanine lender, Oaktree
Capital Management LLC, foreclosed against the borrower's equity
interest in the property.  Oaktree assumed ownership and placed
the property into Chapter 11 bankruptcy. The property is being
marketed for sale.  The loan's debt stack consists of a $94.6
million whole loan ($62.8 million A note and $31.8 million B note)
and a $27.3 million mezzanine loan.

The Royal Palm property is located on Collins Avenue in the South
Beach section of Miami Beach, Florida.  The property includes 417
hotel rooms, 160 of which (in the Shorecrest Tower building) were
scheduled to be converted into hotel condo units.  The mezzanine
lender, which is an affiliate of BlackRock, initiated a
foreclosure action against the borrower's equity interest in the
property.  The lender has stayed the foreclosure proceeding to
allow the borrower time to sell the property.  The
sponsor/borrowers for the loan are
Robert Falor, Guy Mitchell, and Geoffrey Hockman.  The loan's debt
stack consists of a $109.2 million whole loan ($74.9 million A
note and $34.3 million B note) and a $24.5 million mezzanine loan.  
The first mortgage loan is sponsored by the same participants as
Hotel 71.
     
Standard & Poor's will continue to closely monitor the resolution
of the assets.  S&P will evaluate new information as it becomes
available, which may result in further rating adjustments.
   

                         Ratings Lowered
    
      Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-CND1

                                 Rating
                                 ------
                     Class   To           From
                     -----   --           ----
                     C       BBB+         A
                     D       BB-          BBB-
                     E       B+           BB+
   
                       Ratings Affirmed
    
      Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-CND1

                       Class      Rating
                       -----      ------
                       A-2        AAA
                       AX-1       AAA
                       A-X3       AAA
                       A-Y        AAA
                       B          A+


CREDIT SUISSE: S&P Junks Rating on Class N Certificates
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M and N commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2005-CND2.  At the same time, S&P affirmed its ratings
on four classes from the same series.
     
The lowered ratings reflect S&P's analysis of the remaining loan
in the transaction, Mizner Court.  The collateral property, Mizner
Court at Broken Sound, is a 450-unit apartment complex located in
Boca Raton, Florida.  The sponsor of Mizner Court abandoned the
conversion plan and is operating the property as
an apartment rental.  Because Mizner Court's loan proceeds were
based on the valuation derived from a successful condominium
conversion, S&P expect its value as an operating rental property
to be less.

The loan matured on Nov. 9, 2007, and is currently in default
according to Wachovia Securities, as it was not able to meet its
loan maturity extension requirements.  The whole-loan balance is
$89.0 million (A note of $57.3 million and B note of $31.7
million).  The outstanding mezzanine loan has a principal
balance of $15.0 million.
     
The current trust balance is $57.3 million, compared with 24
floating-rate loans with a trust balance of $1.99 billion at
issuance.
     
Standard & Poor's will continue to closely monitor the lease-up of
Mizner Court.


                         Rating Lowered
   
      Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-CND2

                                 Rating
                                 ------
                 Class     To               From
                 -----     --               ----
                 M         B-               B
                 N         CCC              B-

                       Ratings Affirmed

      Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-CND2

                        Class    Rating
                        -----    ------
                        A-X-1    AAA
                        A-X-4    AAA
                        A-X-5    AAA
                        L        BB-


CREST 2004-1: Moody's Holds Ba2 Ratings on Two Classes of CDO
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 classes of
Crest 2004-1, Collateralized Debt Obligations, Series 2004-1 as:

  -- Class A, $157,897,512, affirmed at Aaa
  -- Class B-1, $44,000,000, affirmed at Aaa
  -- Class B-2, $8,491,250, affirmed at Aaa
  -- Class C-1, $2,710,000, affirmed at Aa1
  -- Class C-2, $23,000,000, affirmed at Aa1
  -- Class D, $17,140,000, affirmed at Aa3
  -- Class E-1, $13,000,000, affirmed at A3
  -- Class E-2, $12,710,000, affirmed at A3
  -- Class F, $6,427,500, affirmed at Baa1
  -- Class G-1, $2,000,000, affirmed at Baa3
  -- Class G-2, $9,783,750, affirmed at Baa3
  -- Class H-1, $7,520,000, affirmed at Ba2
  -- Class H-2, $1,050,000, affirmed at Ba2

As of the October 29, 2007 distribution date, the transaction's
aggregate bond balance has decreased by approximately 6.5% to
$400.6 million from $428.5 million at securitization.  The
Certificates are collateralized by all or a portion of 125
subordinate classes from 43 CMBS pools (89.2% of the transaction),
debt securities from two REITs (5.7%), a REMIC certificate (0.6%),
a B Note (3.4%) and three classes from three CDO pools (1.0%).  
The decrease in the transaction's balance is due primarily to the
paydown of the REMIC component.

Of the 79 CMBS classes rated by Moody's, no classes have been
upgraded and two classes have been downgraded since Moody's last
review in August 2006.  Moody's reviewed the shadow ratings of the
46 classes not rated by Moody's and upgraded the shadow ratings of
12 classes and downgraded the shadow rating of one class since
last review.  Of the three CDO classes rated by Moody's, one was
upgraded and two were affirmed since last review.  The one REMIC
certificate rated by Moody's was downgraded since last review.  
The one B Note rated by Moody's was upgraded since last review.

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  Based on
Moody's analysis, the current WARF is 1,643, compared to 1,574 at
last review and compared to 1,543 at securitization, resulting in
the affirmation of all classes.  The distribution of ratings for
the pool's collateral (actual and shadow ratings) is as follows:
Aaa - A3 (3.40% compared to 0.0% at last review and compared to
6.6% at securitization), Baa1 -- Baa3 (13.2% compared to 20.1% at
last review and compared to 13.1%at securitization), Ba1 - Ba3
(51.0% compared to 48.7% at last review and compared to 49.1% at
securitization), B1 - B3 (32.0% compared to 31.2% at last review
and at securitization) and Caa1 -- Caa3 and NR (0.5% compared to
0.0% at last review and at securitization)

The CMBS certificates are from pools securitized between 1999 and
2004.  The largest vintages are 2004 (50.7%), 2003 (34.9%) and
2002 (8.5%).  The largest CMBS exposures based on the total CMBS
balance are: GMACC 2003-C2 (7.2%), CSFB 2003-CK2 (6.6%), GECMC
2004-C1 (5.9%), WBCMT 2004-C14 (5.7%) and COMM 2004-LB3A (5.6%).


CYDEFENDER CORP: Sept. 30 Balance Sheet Upside-Down by $3.1 Mil.
----------------------------------------------------------------
CyberDefender Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $1,532,090 in total assets and $4,638,252 in total
liabilities, resulting in a $3,106,162 total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $872,522 in total current assets
available to pay $3,433,333 in total current liabilities.

The company reported a net loss of $1,274,275 on net sales of
$544,956 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $2,267,294 on net sales of $843,869 in the third
quarter of 2006.

The decrease in total revenue was due primarily to a decrease in
the renewal sales of the company's CyberDefender Anti-Spyware 2006
product and limited sales of its Early Detection Center product as
compared to renewal sales of its CyberDefender Anti-Spyware 2006
product that were generated during the three month month period
ended Sept. 30, 2006.  

The decrease in net loss for the three months ended Sept. 30,
2007, was primarily related to the decrease in interest expense,
which decrease totaled $605,762.

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?2598

                    About CyberDefender Corp.

Headquartered in Los Angeles, CyberDefender Corp. (OTC BB: CYDE) -
- http://www.cyberdefender.com/-- is an Internet security  
software company.  The company's Internet security technology  
offers the earliest possible detection and most aggressive defense
against Internet security attacks.  CyberDefender uses a secure
client-to-client distributed network, enabling protection that the
company believes is unparalleled in speed and flexibility.


D'ANGELO BRANDS: Obtains Protection from Creditors Under CCAA
-------------------------------------------------------------
d'Angelo Brands Inc. and Steelback Breweries were granted
protection from creditors under the Companies' Creditors
Arrangement Act, Jennifer Wells writes for The Star.

Steelback incurred $11.6 million in pre-tax loss in 2006 and
incurred about $5.9 million loss early this year, the report says.

Similary, d'Angelo Brands incurred more than $10 million in 2005,
nearly $14 million in 2006, and about $8.1 million early this
year, the report adds.

d'Angelo Brands owes Wasanda Enterprises Inc. more than
$120 million, $101 million total debt plus $20 million in accrued
interest, according to The Star.

                     About Steelback Breweries

Steelback Breweries -- http://www.steelbackbrewery.com/-- is a  
Canadian Brewery in Tiverton Town, Ontario.  Its brands include
Steelback Premium Beer, Draught, Steelback Authentic and Steelback
Copperhead.

                      About d'Angelo Brands

Brampton, Ontario-based d'Angelo Brands Inc., (OTC: DNBD) --
http://www.dangelobrands.ca/-- through its subsidiary, produces  
and markets apple juice, apple and apple-cranberry cocktail,
lemonade, and iced tea.  It is also developing new products, such
as Pulp Fusion, a creamy beverage, in seven flavours; Fruit Wave,
a fruit-based children's drink, in three flavours; Bar Espresso, a
creamy, coffee-flavoured beverage in single serve format; and
tomato-based juices, including vegetable cocktail and Caeser
varieties.  d'Angelo also produces concentrates, purees, and
blends; and provides co-packing, warehousing, and handling
services to a flavored iced tea distributor.  The company sells
its products to retail grocery chains in Ontario, Canada.

Frank d'Angelo President, CEO, and founder of d'Angelo Brands sold
his majority interest in d'Angelo Brands to financial partners on
Oct. 29, 2007.  Financial terms of the transaction were not
disclosed.  Frank remained on board as chairman of the d'Angelo
Brands as well as maintain a minority interest in the business.  
Jonathon Sherman has taken over as President and COO of d'Angelo
Brands.


DARRICK WRIGHT: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Darrick Allen Wright
        Stephanie D. Wright
        3996 Broadleaf Walk
        Ellenwood, GA 30294

Bankruptcy Case No.: 07-77932

Chapter 11 Petition Date: November 1, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtors' Counsel: Kenneth Mitchell, Esq.
                  Giddens, Davidson & Mitchell P.C.
                  Suite 300-B
                  5000 Snapfinger Woods Drive
                  Decatur, GA 30034
                  Tel: (770) 987-7007

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of their 9 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Citi Mortgage                   2733 Penwood             $60,400
P.O Box 183040                  Place, Lithonia    
Columbus, OH 43218-3040         Georgia                 ($50,000
                                                        secured)

Flagstar                        6049 Regent Manor,       $58,960
5151 Corporate Drive            Lithonia, GA
Troy, MI 48098
                                                        ($50,000
                                                        secured)

First Horizon                   6047 Regent Manor,       $54,600
4000 Horizon Way                Lithonia GA
Irving, TX 75063                                        ($50,000
                                                        secured)

PDQ                             Judgment                 $12,353

Bank of America                 Credit card               $9,470

Asset Management                Asset fees                $8,000

Somerset Condo                                            $7,500

Wells Fargo                     Loan                      $6,900

                                Credit card               $5,000

Lowes                           Credit card               $5,200


DIXIE GROUP: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
of The Dixie Group Inc.  The outlook for the ratings is stable.  
The affirmation reflects Moody's continued expectation of adequate
coverage of interest expense and moderate financial leverage which
should enable the company to weather adverse market conditions
associated largely with the continuing slowdown in residential
construction.

Moody's believes that Dixie has adequate, albeit pressured,
liquidity through 2008 and early 2009 without the need for market
access.  The ratings also reflect solid top line growth with
respect to the core carpet business in prior periods relative to
other industry players.  The ratings are further supported by the
company's relatively low customer concentration, focus on the
high-end of the market, and diversified channel mix.

The ratings are constrained by the potential for share repurchases
at a time of a cyclical downturn, the highly competitive nature of
the carpet manufacturing industry, the relatively small size of
the company in relation to substantially larger competitors and
the significant cyclicality inherent in a business that depends on
residential and commercial construction and remodeling.  The
ratings are further constrained by a history of negative free cash
flow generation prior to fiscal 2006.

Moody's affirmed these ratings:

  -- Corporate Family Rating, rated B1;
  -- Probability of Default Rating, rated B1;
  -- $20 million 7% convertible subordinated debentures due
     2012, rated B3 (LGD 6, 92%).

The outlook for the ratings remains stable.

Headquartered in Chattanooga, Tennessee, The Dixie Group, Inc. is
a leading manufacturer and marketer of carpets and rugs to higher-
end residential and commercial customers through the Fabrica
International, Masland Carpets and Dixie Home brands. Founded in
1920 as a textile manufacturer, Dixie has since exited the
textiles business and is focused entirely on the floorcovering
market, selling to a diverse customer base through retailers,
designers, home builders and commercial end user channels.  
Revenues are derived from residential floorcovering products
(66%), commercial floorcovering products (30%) and carpet yarn
products (4%).  Net revenues for the twelve months ended September
29, 2007 were approximately $322 million.


DJO INC: ReAble Merger Deal Closing Cues S&P to Withdraw Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
Vista, California-based DJO Inc., including the 'BB-' corporate
credit rating and the 'BB' senior secured debt rating on DJO
Inc.'s $50 million revolver and $350 million term loan.  This
rating action follows the Nov. 20, 2007 announcement that the
planned merger closed between ReAble Therapeutics Inc. and DJO
Inc.  ReAble Therapeutics Inc. is the surviving entity.
     
At the same time, S&P withdrew its 'B+' senior secured debt rating
on ReAble Therapeutics Finance LLC's old $50 million revolver and
$405 million term loan.
     
These rating actions are consistent with Standard & Poor's
Oct. 31, 2007 research update on ReAble Therapeutics Inc.  At that
time, S&P announced that these ratings would be withdrawn at the
close of the transaction.  At the same time, S&P had affirmed its
'B' corporate credit rating on ReAble Therapeutics Inc., assigned
its 'BB-' bank loan and '1' recovery ratings to ReAble
Therapeutics Finance LLC's $100 million senior secured revolving
credit facility due 2013 and $1.065 billion (formerly proposed at
$1.055 billion) term loan B due 2014.  S&P also assigned its
'CCC+' unsecured debt rating to ReAble Therapeutics Finance LLC's
$575 million senior unsecured notes maturing in 2015 and affirmed
its 'CCC+' subordinated debt rating on ReAble Therapeutics Finance
LLC's and ReAble Therapeutics Finance Corp.'s existing $200
million senior subordinated notes maturing in 2014.
     
ReAble Therapeutics Inc. will change its name to DJO Inc. in the
near term.  Also, the combined entity will be headquartered in
Vista, California.


Ratings List

Ratings Withdrawn

DJO Inc.
                           To     From
                           --     ----
Corporate Credit Rating   NR     BB-/Stable/--
Secured Debt              NR     BB (Recov Rtg: 2)

ReAble Therapeutics Finance LLC

                           To     From
                           --     ----
Secured Debt              NR     B+ (Recov Rtg: 2)


DUNMORE HOMES: RBC Centura Bank Objects to Use of Cash Collateral
-----------------------------------------------------------------
To the extent Dunmore Homes Inc. seeks authority to use cash
generated by the Montecito, Diamond Ridge, Stone Creek and
Providence projects, RBC Centura Bank objects on the basis that it
has a security interest in those projects, and the adequate
protection proposed by the Debtor is not sufficient.

According to Lawrence P. Gottesman, Esq., at Bryan Cave LLP in New
York, the Debtor proposes to grant RBC a junior security interest
on certain of its assets as security for the use of RBC's cash
collateral.  However, majority of the Debtor's assets are already
encumbered, Mr. Gottesman notes, citing papers filed in court by
Doug Strauch, vice president of finance of Dunmore Homes Inc.

"Thus, with regard to most of the proposed collateral, RBC's
replacement lien would come in behind the original secured party
and the DIP lender," Mr. Gottesman argues.

"A third position lien is not adequate to assure that any claim
by RBC for diminution of its cash collateral after the Petition
Date will be protected.  RBC can only be adequately protected by
a first priority replacement lien on unencumbered, non-
fraudulently transferred assets, of which RBC believes the Debtor
has none," Mr. Gottesman tells the United States Bankruptcy Court
for the Southern District of New York.

As reported in the Troubled Company Reporter on Nov 20, 2007, the
Debtor proposed to grant adequate protection to its lenders
through a replacement lien, junior to the lien of a postpetition
lender and any existing encumbrances, in the collateral.

Prior to the bankruptcy filing, RBC Centura Bank provided
$62,500,000 in financing to Dunmore Homes LLC's Montecito and
Diamond Ridge building projects.  RBC also advanced under a
separate credit facility, $32,903,000 for Dunmore California's
Providence project and $10,000,000 for the Stone Creek project.

Mr. Gottesman says that the financings are each secured by
properly perfected, first priority, secured interests in the
projects, as well as other collateral specified in the parties'
security agreements.  According to Mr. Gottesman, Dunmore Homes
Inc. assumed those obligations as part of its purchase of Dunmore
California's assets.

Dunmore has been in default under the financing facilities since
Aug. 2, 2007.

On Nov. 7, 2007, RBC filed complaints in the Superior Court
for the State of California against the Debtor and its
subsidiaries subject to the RBC credit facilities, Michael Kane,
Sidney B. Dunmore, and certain other individuals to foreclose on
the Montecito, Diamond Ridge, Stone Creek and Providence project
properties.  RBC asserted claims for breach of contract, breach
of note, conspiracy, and fraudulent transfer.  RBC argued that
Dunmore California fraudulently transferred its assets to the
Debtor to hinder, delay and defraud its creditors, including RBC.

Mr. Gottesman points out that the compensation provided by the
Debtor consisted of $500 plus assumption of Dunmore California's
liabilities, which was an inadequate exchange considering that
the Debtor received substantially all of the seller's assets and
a $250,000 payment from Mr. Dunmore, Dunmore California, and
certain of the subsidiaries.  Mr. Gottesman asserts that Dunmore
California was insolvent at the time of the transfer.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


DUNMORE HOMES: RBC Centura Objects to $1,000,000 DIP Financing
--------------------------------------------------------------
RBC Centura Bank told the United States Bankruptcy Court for the
Southern District of New York that the request of Dunmore Homes
Inc. for authority to obtain $1,000,000 in DIP financing from
Sidney B. Dunmore should be denied.   According to Lawrence P.
Gottesman, Esq., at Bryan Cave LLP in New York, the Debtor was
formed solely to receive the assets of Dunmore California and does
not have any assets other than those fraudulently transferred to
it.   

RBC Centura Bank opposes any effort by the Debtor to encumber
assets that were fraudulently transferred to it by Dunmore Homes
LLC as part of the September 2007 sale of Dunmore California's
assets.

The assets are not property of the Debtor's estate, Mr. Gottesman
tells the Court.

As reported in the Troubled Company Reporter on Nov. 20, 2007, the
Debtor negotiated and entered into an agreement to receive a
$1,000,000 postpetition loan from Sidney B. Dunmore.  The Debtor
tried to borrow money from other sources but was unsuccessful.

Prior to Nov. 8, 2007, RBC provided financing to Dunmore
California's Montecito, Diamond Ridge, Providence and Stone Creek
projects.  Dunmore has been in default under the financing
facilities since Aug. 2, 2007.

On Nov. 7, 2007, RBC filed complaints in the Superior Court
for the State of California against the Debtor and certain of its
subsidiaries, Michael Kane, Sidney B. Dunmore, and certain other
individuals to foreclose on the Montecito, Diamond Ridge, Stone
Creek and Providence project properties.  RBC asserted claims for
breach of contract, breach of note, conspiracy and fraudulent
transfer.  RBC argued that Dunmore California was insolvent at
the time of the sale.

To the extent that the Court is willing to consider some type of
secured, postpetition financing for the Debtor, Mr. Gottesman
contends that changes to the proposed terms are necessary
because:

   -- the proposed DIP financing agreement improperly primes
      allegedly avoidable security interests prior to actual
      avoidance of the security interests; and

   -- the DIP Agreement and proposed Interim Order impermissibly
      limit the use of funds provided under the DIP Agreement so
      as to prevent assertion of claims against Mr. Dunmore and
      challenge to any claims asserted by Mr. Dunmore, including
      his purported ability to set off certain amounts against
      his own debt owed to the Debtor.

Mr. Gottesman points out that the DIP Agreement requires the
Debtor to pay the proceeds of any disposition of collateral to
the DIP lender without payment of, or even reservation for,
security interests the Debtor deems avoidable, prior to actual
judicial determination that the lien is avoided pursuant to
Chapter 5 of the Bankruptcy Code.  The Debtor should not be able
to subordinate or dispose of the collateral of any senior
security interest unless and until the lien is actually avoided
as determined by the Court, Mr. Gottesman asserts.

Mr. Gottesman contends that the proposed limitations on the use
of the DIP funds unreasonably tie the hands of the Debtor and the
not-yet-formed committee with respect to any claim against Mr.
Dunmore and prevent the estate from contesting Mr. Dunmore's
claims against it.

The DIP Motion, Mr. Gottesman says, provides that the Carve-Out
does not include -- and any funds borrowed under the Credit
Agreement cannot be used for -- fees or expenses incurred in
connection with any challenge to the claims of or against the DIP
lender.

Given the Debtor's current cash reserves of only $119,000, this
provision effectively insulates Mr. Dunmore from any cause of
action, including avoidance actions, and any objection to his
claims against the estate, Mr. Gottesman says.

RBC also asks the Court to take out the DIP loan provision which
purports to grant a de facto release by the estate to an
individual who was the former principal of Dunmore California,
within the first week of the chapter 11 case and prior to
appointment of the Committee.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


EARTH BIOFUELS: Hearing on Pact Dismissing Case Set for Dec. 10
---------------------------------------------------------------
A hearing has been scheduled for Dec. 10, 2007, to consider
approval of an interim settlement agreement Earth Biofuels Inc.
has reached with its creditors, Bill Rochelle of Bloomberg News
reports.

The agreement, according to Bloomberg, provides for the dismissal
of an involuntary Chapter 7 petition the creditors filed against
the company in July 2007, in exchange for the Debtor admitting
its liability under a $52 million loan it owes the creditors.

As reported in the Troubled Company Reporter on July 16, 2007,
five creditors filed an involuntary chapter 7 petition against
Earth Biofuels on July 11, 2007 (Bankr. D. Del. Case No: 07-10928)
after the company failed to make payments on the Senior
Convertible Notes it issued pursuant to a Securities Purchase
Agreement dated as of July 24, 2007.

The petitioning creditors, who assert claims amounting to
$33 million, are:

   1) Castlerigg Master Investment Ltd.;
   2) Evolution Master Fund Ltd., SPC;
   3) Radcliffe SPC, Ltd.;
   4) Cornell Capital Partners, LP; and
   5) Portside Growth and Opportunity Fund.

Adam G. Landis, Esq. and Kerri K. Mumford, Esq. at Landis Rath &
Cobb LLP represent the petition creditors in this case.

Headquartered in Dallas, Texas, Earth Biofuels Inc. --
http://www.earthbiofuels.com/-- engages in the production,
distribution, and sale of renewable fuels, with a focus on
biodiesel fuel, in the United States.  The company produces pure
biodiesel fuel (B100) through the utilization of vegetable oils,
such as soy and canola oil as raw material.  The company
distributes petroleum/biodiesel blended fuel, such as B20 through
wholesale distributors, truck stops, and fueling stations.  Earth
Biofuels also produces and markets liquefied natural gas.


ECOSPHERE TECH: Sept. 30 Balance Sheet Upside-Down by $11 Mil.
--------------------------------------------------------------
Ecosphere Technologies Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $3.4 million in total assets, $10.6 million
in total liabilities, and $3.8 million in redeemable convertible
preferred stock, resulting in an $11.0 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $363,274 in total current assets
available to pay $6.8 million in total current liabilities.

The company reported a net loss of $2.1 million on revenues of
$6,789 for the third quarter ended Sept. 30, 2007, compared with a
net loss of $929,372 on revenues of $1.4 million in the third
quarter of 2006.  The primary reasons for the increase in net loss
are higher interest charges related to the senior convertible
debentures issued in December 2006.

The company had no major robotic sales in 2007, as compared to the  
sale of two robots during the 2006 quarter.  

Loss from operations for the three months ended Sept. 30, 2007,
was $966,192 compared to $612,777 loss for the three months ended
Sept. 30, 2006.  

Interest expense was $1.1 million and $318,327 for the three
months ended Sept. 30, 2007 and 2006, respectively.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?259b

                     Going Concern Doubt

Tedder, James, Worden & Associates, P.A., in Orlando, Florida,
expressed substantial doubt about Ecosphere Technologies Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm reported that the
company has suffered recurring losses from operations, has a
working capital deficit, and has redeemable convertible cumulative
preferred stock eligible for redemption.

                   About Ecosphere Technologies

Headquartered in Stuart, Florida, Ecosphere Technologies Inc. (OTC
BB: ESPH) -- http://www.ecospheretech.com/-- is a diversified  
clean technology and services company.  Ecosphere has an extensive
portfolio of patented clean technologies that can be purchased and
licensed for use in large-scale and sustainable applications
across industries, nations and ecosystems.


EMPIRE BEEF: Allowed to Sell Inventory and Assets at 25% Discount
-----------------------------------------------------------------
The Honorable John C. Nifo, II of the U.S. Bankruptcy Court for
the Western District of New York authorized Empire Beef Co. to
discount the sales price of certain of its inventory and account
receivables.

Specifically, the Court permitted the Debtor to:

   1) discount the sales price of inventory in its discretion by
      not more 25% of the original purchase price, without further
      review from any party-in-interest or order from the Court;
      and

   2) apply a 2% discount to certain accounts receivables for
      prompt payment, without further review from any other party-
      in-interest.

The Debtor relates that since the date of bankruptcy, the Debtor
and its professionals have struggled to maintain the volume of
business with the Debtor's customers, as well as the level of
collection of the Debtor's receivables.  Recent developments in
the case, including the Debtor's inability to purchase new
inventory and the termination of the asset purchase agreement with
Dot Foods, Inc., have strained its ability to maintain volume of
sales and collection of receivables.  If the Debtor is not able to
move this inventory and collect its receivables, the value of the
assets of the Debtor's estate will decrease, the Debtor explains.

The Debtor believes that offering such discounts on slower moving
inventory and certain receivables falls within the ordinary course
of the Debtor's business, but out of an "abundance of caution", it
seeks explicit authority from the Court to sell the inventory and
collect the receivables pursuant to the Sections 105 and 363 of
the U.S. Bankruptcy Code.

                        About Empire Beef

Based in Rochester, New York, Empire Beef Co. --
http://www.empirebeef.com/-- ships six million pounds of beef,    
pork, lamb, veal, seafood, poultry, cheese, processed meats, and
multiple food products per week to more than twenty states, the
Caribbean, and other international destinations.  The meat are
purchased from packers like Hormel, JBS Swift, and Perdue Farms,
Empire Beef & Redistribution distributes packers' beef, cheese,
lamb, pork, poultry, seafood, and veal in a 20 state area of the
northeastern US.  The firm also offers portion-controlled
marinated and flavor-enhanced fresh and frozen meat products for
foodservice companies as well as for retail sale.

The company filed for Chapter 11 protection on Sept. 6, 2007,
(Bankr. W.D. N.Y. Case No. 07-22226).  Garry M. Graber, Esq., at
Hodgson Russ LLP, represents the Debtor.  Robert J. Feinstein,
Esq. and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Official Committee of Unsecured Creditors in
the bankruptcy case.  The Debtor's schedules reflect $58,919,898
in total assets, and $65,093,171 in total liabilities.


EMPIRE BEEF: U.S. Trustee Reconstitutes Creditors Committee
-----------------------------------------------------------
Diana Adams, the U.S. Trustee for Region 2, reconstituted the
composition of the Official Committee of Unsecured Creditors in
the Chapter 11 case of Empire Beef Co.

The Committee is now composed of:

     1. Ryder Truck Rental Inc.
        Attn: Kevin P. Sauntry
        6000 Windward Parkway
        Alpharetta, GA 30005
        Tel: (770) 569-6511
        Fax: (770) 569-6712

     2. New York State Teamsters Pension &
        Retirement Fund and NYS
        Attn: Vincent M. DeBella, Esq.
        Paravati Karl Green & DeBella
        12 Steuben Park
        Utica, NY 13501-2992
        Tel: (315) 735-6481
        Fax: (315) 735-6406

     3. Total Logistic Control LLC
        Sara Hoge
        8300 Logistic Drive
        Zeeland, MI 49464
        Tel: (952) 828-4510
        Fax: (952) 828-4403

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.

                        About Empire Beef

Based in Rochester, New York, Empire Beef Co. --
http://www.empirebeef.com/-- ships six million pounds of beef,    
pork, lamb, veal, seafood, poultry, cheese, processed meats, and
multiple food products per week to more than twenty states, the
Caribbean, and other international destinations.  The meat are
purchased from packers like Hormel, JBS Swift, and Perdue Farms,
Empire Beef & Redistribution distributes packers' beef, cheese,
lamb, pork, poultry, seafood, and veal in a 20 state area of the
northeastern US.  The firm also offers portion-controlled
marinated and flavor-enhanced fresh and frozen meat products for
foodservice companies as well as for retail sale.

The company filed for Chapter 11 protection on Sept. 6, 2007,
(Bankr. W.D. N.Y. Case No. 07-22226).  Garry M. Graber, Esq., at
Hodgson Russ LLP, represents the Debtor.  Robert J. Feinstein,
Esq. and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Official Committee of Unsecured Creditors in
the bankruptcy case.  The Debtor's schedules reflect $58,919,898
in total assets, and $65,093,171 in total liabilities.


EMPIRE BEEF: U.S. Trustee Appoints Panel of 503(b)(9) Claimants
---------------------------------------------------------------
The Honorable John C. Ninfo II of the U.S. Bankruptcy Court for
the Western District of New York authorized and directed Diana
Adams, the U.S. Trustee for Region 2, to appoint an official
committee of 503(b)(9) claimants in Empire Beef Co.'s bankruptcy
case.

The U.S. Trustee appointed the following 503(b)(9) claimants to
the official committee:

   1) National Beef Packing Company, LLC
      Dale Robertson
      12200 North Ambassador Drive
      Kansas City, MO 64163
      Tel: (816) 713-8524
      Fax: (816) 713-8856

   2) Tyson Foods, Inc.
      Larry Alsip, Vice-President, Credit
      Candice Carlsen
      2210 West Oaklawn Drive
      Springdale, AR 72762
      Tel: (479) 290-4521
      Fax: (479) 290-7967

   3) Mountaire Farms, Inc.
      Andrew B. Cobb
      P.O. Box 5726
      North Little Rock, AR 72119
      Tel: (501) 399-8805
      Fax: (501) 399-8846
      
   4) Pilgrim's Pride Corporation
      Kim Lawrence
      4845 U.S. Highway 271 North
      Pittsburgh, TX 75686
      Tel: (903) 434-1624
      Fax: (972) 290-8779
      
   5) Pineland Farms Natural Meats, Inc.
      Allan L. Fairfield
      41 Campus Drive, Suite 203
      New Gloucester, ME 04260
      Tel: (207) 688-4808
      Fax: (207) 688-4266
      
   6) Campbell Soup Company
      Linda Ellis, Director, Credit Oper.
      1 Campbell Place
      Camden, NJ 08103
      Tel: (856) 317-3117
      Fax: (856) 317-3131
      
   7) Rosina Food Products, Inc.
      Roger L. Palczewski, COO
      170 French Road
      Buffalo, NY 14227
      Tel: (716) 668-0123 ext. 8577
      Fax: (716) 608-8598
      
   8) Orion Seafodd Int., Inc.
      William J. Manning
      20 Ladd Street, 3rd Floor
      Portsmouth, NH 03801
      Tel: (603) 373-1022
      Fax: (603) 433-8535
      
   9) Rich Products Corporation
      David J. Carere
      P.O. Box D
      Buffalo, NY 14240
      Tel: (716) 878-8383
      Fax: (716) 878-8800

Earlier, National Beef Packing LLC, a 503(b)(9) claimant,
requested the Court to order the appointment of an official
committee of holders of claims that would be entitled to
administrative priority pursuant to Section 503(b)(9) of the U.S.
Bankruptcy Code, to the extent such claims are determined to be
valid and enforceable.

The Debtor scheduled approximately $29 million of unsecured
claims, and the Debtor has recently estimated that up to $21-$22
million of those scheduled unsecured claims may be eligible for
administrative priority status.

Previously, the U.S. Trustee objected to National Beef's request
for the panel appointment, asserting mainly that the 503(b)(9)
claimants are not "creditors" pursuant to Section 101(10)(A),
since the claimants hold administrative claims that arose during
the Debtor's bankruptcy process.

However, Judge Ninfo reminds that the language of Section
503(b)(9) expressly requires that the claims' respective goods be
delivered before the bankruptcy filing.  Judge Ninfo says that the
claims arose and were incurred prior to the date of the Debtor's
bankruptcy.

Moreover, the Court says the appointment of the committee is
appropriate, given the unusual and unique circumstances of the
Debtor's case.  The 503(b)(9) claimants are not adequately
represented by the existing Official Committee of Unsecured
Creditors, and the appointment of a 503(b)(9) committee is
necessary to assure adequate representation of this significant
creditor body, Judge Ninfo explains.

                        About Empire Beef

Based in Rochester, New York, Empire Beef Co. --
http://www.empirebeef.com/-- ships six million pounds of beef,    
pork, lamb, veal, seafood, poultry, cheese, processed meats, and
multiple food products per week to more than twenty states, the
Caribbean, and other international destinations.  The meat are
purchased from packers like Hormel, JBS Swift, and Perdue Farms,
Empire Beef & Redistribution distributes packers' beef, cheese,
lamb, pork, poultry, seafood, and veal in a 20 state area of the
northeastern US.  The firm also offers portion-controlled
marinated and flavor-enhanced fresh and frozen meat products for
foodservice companies as well as for retail sale.

The company filed for Chapter 11 protection on Sept. 6, 2007,
(Bankr. W.D. N.Y. Case No. 07-22226).  Garry M. Graber, Esq., at
Hodgson Russ LLP, represents the Debtor.  Robert J. Feinstein,
Esq. and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Official Committee of Unsecured Creditors in
the bankruptcy case.  The Debtor's schedules reflect $58,919,898
in total assets, and $65,093,171 in total liabilities.


ENRON CORP: Shareholders' Lead Counsel Seeks $700MM Legal Fees
--------------------------------------------------------------
The lead plaintiffs counsel for the 2001 Enron Corp. securities
litigation indicated in a Nov. 20, 2007 filing in federal court in
Houston that it will seek almost $700,000,000 in legal fees, or
just under one tenth of the $7,200,000,000 in settlements
recovered from several bankers, accountants and lawyers alleged to
have participated in a scheme to defraud Enron shareholders.

Trial attorney William S. Lerach, currently representing Lerach
Coughlin Stoia Geller Rudman & Robbins LLP, in San Diego,
California, is in line to recover as much as $50,000,000 in fees
from the litigation, the Wall Street Journal reports, citing
people with knowledge of the projected fee distribution.

Mr. Lerach resigned from his firm, Milberg Weiss LLP, earlier this
year and pleaded guilty to a conspiracy charge in connection with
the firm's long-running prosecution.  Milberg Weiss has denied
wrongdoing.

The Houston court filing, which laid out a proposed plan to
distribute the $7,200,000,000 Settlement, indicated that
plaintiffs will seek approval of the legal fees early next year.

The fee compensation, if approved, would be the largest ever in a
securities class action, the Journal says.

The Enron fee "in absolute terms is a large number but everything
about the Enron case involves large numbers," the Journal quoted
Trey Davis, a spokesman for the Regents of the University of
California, as saying.  "When you look at work the legal team has
conducted and the results, I think most people would objectively
consider this a very reasonable fee request."

The University of California is the lead plaintiff in the Enron
Securities Litigation.

"This is the largest recovery ever obtained for shareholders
victimized by corporate fraud," Coughlin spokesman Dan Newman told
the Journal, adding that, "the bottom line is that the defrauded
shareholders will recover more than 90 percent of the settlement."

On April 5, 2007, Enron shareholders filed a petition with the
U.S. Supreme Court, asking the justices for a review of their
class action lawsuit against several banks whose active and
knowing participation in the Enron fraud led to more than
$40,000,000,000 in investor losses.  The petition seeks to
overturn the March 19, 2-1 decision by a three-judge panel of the
U.S. Fifth Circuit Court of Appeals.

The Securities and Exchange Commission is currently revaluating
the long history of "supporting scheme liability," including in
the Enron case.

Although some of the bank defendants have settled with the SEC,
forfeiting nearly a half billion dollars in illegal profits, and
some banks have reached settlements with the plaintiffs, certain
banks have still not repaid any funds to the Enron shareholders.

To date, the University of California has obtained $2,400,000,000
from Canadian Imperial Bank of Commerce; $2,200,000,000 from
JPMorganChase; $2,000,000,000 from Citigroup; $222,500,000 from
Lehman Brothers; $69,000,000 from Bank of America; $168,000,000
from Enron's outside directors, and $32,000,000 from Andersen
Worldwide.

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

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

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


FIRST FRANKLIN: Realized Losses Cue S&P to Lower Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 43
classes of mortgage-backed securities issued by 12 First Franklin
Mortgage Loan Trust transactions.  At the same time, S&P removed
three of these ratings from CreditWatch with negative
implications, left one rating on CreditWatch with negative
implications, and placed four of the lowered ratings on
CreditWatch with negative implications.  Furthermore, S&P placed
its ratings on two other classes on CreditWatch with negative
implications.  Finally, S&P affirmed its ratings on the remaining
classes from these and four additional First Franklin Mortgage
Loan Trust transactions, two of which were also removed from
CreditWatch negative.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, thereby reducing overcollateralization.  
As a result, O/C for the downgraded transactions has fallen to
these levels (series: O/C amount ($), % of target, O/C target):

     -- 2002-FF1: $1,207,798; 76.2%; $1,584,884;
     -- 2002-FF3: $1,020,935; 47.4%; $2,155,304;
     -- 2003-FF2: $2,972,175; 68.0%; $4,372,301;
     -- 2003-FF3: $692,476; 36.2%; $1,928,785;
     -- 2004-FF1: $4,330,039; 29.5%; $14,699,762;
     -- 2004-FF2: $2,734,192; 62.2%; $4,395,608;
     -- 2004-FF4: $4,325,922; 90.3%; $4,790,035;
     -- 2004-FF5: $4,523,758; 82.3%; $5,500,000;
     -- 2004-FF6: $4,877,264; 91.7%; $5,317,344;
     -- 2004-FF7: $0; 0.00%;  $3,908,327;
     -- 2004-FF10: $1,939,360; 39.7%; $4,882,076; and
     -- 2004-FF11: $14,633,740; 90.0%; $16,266,000.

S&P's loss projections indicate that the current performance
trends may further compromise credit support for the downgraded
classes.
     
The transactions with lowered ratings have sizeable loan amounts
that are severely delinquent (90-plus-days, foreclosures, and
REOs), which suggests that the unfavorable performance trends are
likely to continue.  The severe delinquencies relative to O/C are
(series: severe delinquency
amount ($), % of current pool balance, multiple of O/C):

     -- 2002-FF1: $5.396 mil.; 18.9%, 4.5x;
     -- 2002-FF3: $10.355 mil.; 21.4%, 10.1x;
     -- 2003-FF2: $9.440 mil.; 20.5%, 3.2x;
     -- 2003-FF3: $12.406 mil.; 25.9%, 17.9x;
     -- 2004-FF1: $14.477 mil.; 10.7%, 3.3x;
     -- 2004-FF2: $13.705 mil.; 17.9%, 5.0x;
     -- 2004-FF4: $16.217 mil.; 13.2%, 3.8x;
     -- 2004-FF5: $22.125 mil.; 10.3%, 4.9x;
     -- 2004-FF6: $18.679 mil.; 9.7%,  3.8x;
     -- 2004-FF7: $28.831 mil.; 8.9%, not applicable ($0 in
        O/C);
     -- 2004-FF10: $58.456 mil.; 18.3%, 30.1x; and
     -- 2004-FF11: $50.522 mil.; 15.1%, 3.55x.

As of the October 2007 remittance report, cumulative realized
losses for the downgraded deals were (series: realized loss ($), %
of original pool balance):

     -- 2002-FF1: $5,363,143, 0.85%;
     -- 2002-FF3: $7,860,529, 0.91%;
     -- 2003-FF2: $8,087,492, 0.92%;
     -- 2003-FF3: $4,321,963, 0.55%;
     -- 2004-FF1: $9,673,776, 0.72%;
     -- 2004-FF2: $6,596,473, 0.75%;
     -- 2004-FF4: $6,857,934, 1.06%;
     -- 2004-FF5: $10,190,940, 0.93%;
     -- 2004-FF6: $8,033,772, 0.76%;
     -- 2004-FF7: $11,024,755, 0.71%;
     -- 2004-FF10: $9,868,258, 0.71%; and
     -- 2004-FF11: $11,070,716, 0.82%.

S&P removed the ratings on three classes from series 2003-FF3 from
CreditWatch negative because we lowered them 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.
     
S&P lowered three additional ratings and removed them from
CreditWatch negative because S&P believe they have credit support
levels that are sufficient to maintain the lowered ratings.  The
seven ratings on CreditWatch with negative implications reflect
severe delinquencies that significantly
exceed O/C levels.  Furthermore, series 2004-FF10 and 2004-FF11
will step down in the next one to three months, which could
significantly deteriorate the subordination that provides support
for several mezzanine classes.
     
Standard & Poor's will continue to closely monitor the performance
of the transactions with ratings on CreditWatch.  If monthly
losses decline to a point at which they no longer outpace monthly
excess interest and the level of O/C has not been further eroded,
S&P will affirm the ratings and remove them from CreditWatch.  
Conversely, if losses continue to outpace excess interest and the
levels of O/C continue to decline, we will take further negative
rating actions.
     
The affirmations reflect credit support levels that are sufficient
to maintain the current ratings.

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Additionally, series 2001-FF1,
2002-FF2, 2002-FF4, 2002-FF1, 2002-FF3, 2003-FF3, 2004-FF7, and
2004-FF10 benefit from loan-level primary mortgage insurance
policies issued by either PMI Mortgage Insurance Co. or Radian
Guaranty Inc.  The collateral for these series consists of 30-year
subprime, fixed- or adjustable-rate mortgage loans that are
secured by first liens on one- to four-family residential
properties.


       Ratings Lowered and Placed on Creditwatch Negative
    
               First Franklin Mortgage Loan Trust

                                       Rating
                                       ------
         Series      Class      To                 From
         ------      -----      --                 ----
         2003-FF3    M1         BBB/Watch Neg      AA
         2004-FF10   M-3        BB/Watch Neg       A-
         2004-FF10   M-4        B+/Watch Neg       BBB+
         2004-FF10   M-5        B/Watch Neg        BBB

      Rating Lowered and Remaining on Creditwatch Negative
    
               First Franklin Mortgage Loan Trust

                                        Rating
                                        ------
         Series      Class      To                 From
         ------      -----      --                 ----
         2003-FF3    M2         B/Watch Neg      BBB/Watch Neg

     Ratings Lowered and Removed from Creditwatch Negative
    
              First Franklin Mortgage Loan Trust

                                      Rating
                                      ------
        Series      Class      To                 From
        ------      -----      --                 ----
        2003-FF3    M3         CCC              BBB-/Watch Neg
        2003-FF3    M4         CCC              BB-/Watch Neg
        2003-FF3    B          CCC              B/Watch Neg

                        Ratings Lowered
    
              First Franklin Mortgage Loan Trust

                                       Rating
                                       ------
        Series      Class      To                 From
        ------      -----      --                 ----
        2002-FF1    M-2        B                  AA
        2002-FF1    M-3        B                  BBB
        2002-FF3    M1         A                  AA
        2002-FF3    M2         CCC                A
        2002-FF3    M3         CCC                A-
        2003-FF2    M-2        BB                 A
        2003-FF2    M-3F       B                  A-
        2003-FF2    M-3A       B                  A-
        2003-FF2    M-4F       B-                 BBB+
        2003-FF2    M-4A       B-                 BBB+
        2003-FF2    M-5F       B-                 BBB
        2003-FF2    M-5A       B-                 BBB
        2004-FF1    B-2        BB                 BBB
        2004-FF1    B-3        B                  BBB-
        2004-FF2    M-5        BBB                A
        2004-FF2    M-6        BB                 A-
        2004-FF2    M-7        B                  BBB+
        2004-FF2    M-8        B-                 BBB
        2004-FF2    M-9        CCC                BBB-
        2004-FF4    B-2        BB                 BBB
        2004-FF4    B-3        B-                 BBB-
        2004-FF5    M-7        BB                 BBB+
        2004-FF5    M-8        B                  BBB
        2004-FF5    M-9        B-                 BBB-
        2004-FF5    B          CCC                BB+
        2004-FF6    B-4        B                  BB+
        2004-FF7    M8         BB                 BBB+
        2004-FF7    M9         B                  BBB
        2004-FF7    B          D                  CCC
        2004-FF10   M-6        CCC                BBB-
        2004-FF10   M-7A       CCC                BBB-
        2004-FF10   M-7F       CCC                BBB-
        2004-FF11   M-10       B                  BBB-
        2004-FF11   B-1        B-                 BB+
        2004-FF11   B-2        CCC                BB

            Ratings Placed on Creditwatch Negative
    
              First Franklin Mortgage Loan Trust

                                       Rating
                                       ------
         Series      Class      To                 From
         ------      -----      ---                ----
         2004-FF11   M-8        BBB+/Watch Neg     BBB+
         2004-FF11   M-9        BBB/Watch Neg      BBB

     Ratings Affirmed and Removed from Creditwatch Negative
    
               First Franklin Mortgage Loan Trust

                                      Rating
                                      ------
        Series      Class      To                 From
        ------      -----      --                 ----
        2002-FF2    M-2        BB                 BB/Watch Neg
        2002-FF2    M-3        B                  B/Watch Neg

                       Ratings Affirmed
    
               First Franklin Mortgage Loan Trust

        Series      Class                         Rating
        ------      ------                        ------
        2001-FF1    A-1, M-1                      AAA
        2002-FF1    I-A-2                         AAA
        2002-FF1    M-1                           AA+
        2002-FF2    A-1, A-2                      AAA
        2002-FF2    M-1                           AA
        2002-FF3    A1, A2                        AAA
        2002-FF4    I-A2, II-A2                   AAA
        2002-FF4    M-1                           AA
        2002-FF4    M-2                           A
        2002-FF4    M-3                           A-
        2003-FF2    M-1                           AA
        2003-FF3    1-A, 2-A2                     AAA
        2004-FF1    S, R                          AAA
        2004-FF1    M-1                           AA
        2004-FF1    M-2                           A
        2004-FF1    B-1                           BBB+
        2004-FF2    M-1                           AA+
        2004-FF2    M-2                           AA
        2004-FF2    M-3                           AA-
        2004-FF2    M-4                           A+
        2004-FF4    A-1, A-2                      AAA
        2004-FF4    M-1                           AA+
        2004-FF4    M-2                           A
        2004-FF4    M-3                           A-
        2004-FF4    B-1                           BBB+
        2004-FF5    A-1, A-2, A-3C                AAA
        2004-FF5    M-1                           AA+
        2004-FF5    M-2                           AA
        2004-FF5    M-3                           AA-
        2004-FF5    M-4                           A+
        2004-FF5    M-5                           A
        2004-FF5    M-6                           A-
        2004-FF6    A-1, A-2B, M-1                AAA
        2004-FF6    M-2                           A+
        2004-FF6    M-3                           A-
        2004-FF6    B-1                           BBB+
        2004-FF6    B-2                           BBB
        2004-FF6    B-3                           BBB-
        2004-FF7    A1, A5                        AAA
        2004-FF7    M1                            AA+
        2004-FF7    M2                            AA
        2004-FF7    M3                            AA-
        2004-FF7    M4                            A+
        2004-FF7    M5                            A
        2004-FF7    M6, M7                        A-
        2004-FF8    A-1, A-2C                     AAA
        2004-FF8    M-1                           AA+
        2004-FF8    M-2                           AA
        2004-FF8    M-3                           A
        2004-FF8    M-4                           A-
        2004-FF8    B-1                           BBB+
        2004-FF8    B-2                           BBB
        2004-FF8    B-3                           BBB-
        2004-FF8    B-4                           BB+
        2004-FF10   A-2, A-3                      AAA
        2004-FF10   M-1                           AA
        2004-FF10   M-2                           A
        2004-FF11   I-A1, I-A2, II-A3             AAA
        2004-FF11   M-1, M-2                      AA+
        2004-FF11   M-3                           AA
        2004-FF11   M-4                           AA-
        2004-FF11   M-5                           A+
        2004-FF11   M-6                           A
        2004-FF11   M-7                           A-


FORD MOTOR: Names Tata, Mahindra & One Equity as Final Bidders
--------------------------------------------------------------
Ford Motor Company has narrowed the final bidders for its Jaguar
and Land Rover brands to three -- Indian carmaker Tata Motors
Ltd., rival Mahindra & Mahindra Ltd. in collaboration with buyout
firm Apollo Management LP, and One Equity Partners, a buyout firm
funded by U.S. investment bank J.P. Morgan Chase & Co., Mathieu
Robbins writes for Reuters, quoting people familiar with the
matter.

Tata, Mahindra & Mahindra and One Equity are each set to move on
to the third round of negotiations with Ford in line with their
efforts to acquire the two British marques, the report says.  The
three bidders are now expected to begin talks with trade unions
and the U.K. government about saving jobs following speculations
that some of the bidders intend to shift production from the U.K.

Buyout firms TPG, Terra Firma and Ripplewood were expected to
submit second-round bids but Ford decided to drop them from the
third-round shortlist, Reuters reveals.

                  Former Rover Head Eyes Jaguar

Wolfgang Reitzle, the former head of Rover, has partnered with
former Ford Motor CEO Jacques Nassar in a bid to buy Ford's Jaguar
and Land Rover brands, Ben Harrington writes for the Daily
Telegraph.

According to the report, Mr. Reitzle has started working with
One Equity Partners in the final stages of the auction process
for the car brands.  If One Equity's bid for Jaguar and Land
Rover will be successful, Mr. Reitzle would take up a non-
executive role at the company, the Telegraph relates.

Unnamed industry sources told the Telegraph that Mr. Reitzle
could provide the right management and advice to Jaguar and Land
Rover.  Analysts estimated that the two brands could cost as
much as GBP1 billion between them.

Mr. Reitzle previously worked for Ford Motor's Premier Automotive
Group -- which includes Aston Martin, Jaguar, Lincoln, Volvo and
Land Rover -- as chairman and CEO before he left for Linde AG in
May 2002.

As reported in the Troubled Company Reporter on June 13, 2007,
Ford began exploring the sale of the European brands in June
as part of a strategic global review, which also included the
sale of Aston Martin to a Kuwait-backed consortium in a
GBP480 million-deal completed in March, Reuters relates.

As previously reported, the sale of the two luxury brands is
expected to add about $1.5 billion to $2 billion to Ford's
financial coffers.  Ford is scrambling to beef up its finances in
order to fund a potential Voluntary Employment Benefits
Association, as well as its ongoing restructuring plans.

                        About Ford Motor

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.  
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.  
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


FORD MOTOR: Union Leaders Favor U.K. Brands Bidder Tata Motors
--------------------------------------------------------------
Although officially protesting the sale, labor union leaders in
the United Kingdom representing workers for Ford Motor Company's
Jaguar and Land Rover units have selected bidder Tata Motors Ltd.
to acquire the carmaker's Jaguar and Land Rover brands, various
papers disclose.

Among the final bidders of two of Ford's Premier Automotive Group
brands -- Tata, J.P. Morgan Chase & Co.'s One Equity Partners and
Mahindra & Mahindra Ltd. -- Tata is seen by Unite, U.K.'s largest
union, as the one who will likely serve the best interest of the
union members, Russell Hotten of the Telegraph.Co.UK reports
citing Unite's joint general secretary, Tony Woodley.

Unite union leaders at Jaguar and Land Rover said that if the
U.K.-based units are sold it should to be to a company ``with an
established presence and background in manufacturing,'' the union
said in a statement.

Stephen Power of the Wall Street Journal relates that union
leaders are trying to make a sale that would streamline closure of
manufacturing plants and displacement of workers at Jaguar and
Land Rover units, which employs 16,000 workers in U.K.

Sources say that the union endorsement is a political commendation
for Tata and an influence to U.K.'s governing labor party, which
is concern on the loss of investments and jobs in the U.K.

                         About Ford Motor

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.  
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.  
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


FREEDOM CERTIFICATES: S&P Affirms 'B' Rating on Two Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' ratings on
classes A and X from Freedom Certificates US Autos Series 2004-1
Trust and removed them from CreditWatch, where they were
placed with positive implications on Sept. 28, 2007.
     
The rating actions reflect the Nov. 19, 2007, affirmation of the
long-term corporate credit and senior unsecured debt ratings on
Ford Motor Credit Co. (Ford Credit; B/Stable/B-3), a subsidiary of
Ford Motor Co. (Ford; B/Stable/B-3), and their removal from
CreditWatch positive.
     
The corporate rating actions on Ford and its affiliates have no
immediate rating impact on the Ford-related asset-backed
securities supported by collateral pools of consumer auto loans or
auto wholesale loans.
     
Freedom Certificates US Autos Series 2004-1 Trust is a pass-
through transaction, the ratings on which are based solely on the
lower of the ratings assigned to the underlying securities, the
7.375% bonds due Feb. 1, 2011, issued by Ford Credit, and the
7.25% notes due March 2, 2011, issued by GMAC LLC
(BB+/Negative/B).


FREESCALE SEMICON: Depressed Revenues Cue S&P to Cut Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Freescale Semiconductor Inc. to 'B+' from 'BB-' and
removed the rating from CreditWatch where it was placed with
negative implications on Sept. 18, 2007.  The outlook is negative.
     
The action reflects the company's depressed revenues and cash
flows, resulting in debt leverage well above earlier expectations,
and limited prospects for material near-term improvement.
     
"The ratings on Freescale reflect high debt leverage, about 7x
EBITDA, which is not likely to materially improve over the
intermediate term, reflecting ongoing challenging conditions in
the company's key markets, and substantial revenue dependence on
Motorola's cell phone business," said Standard & Poor's credit
analyst Bruce Hyman.
     
This is offset partially by the company's strong technology base
and expectations that its good business position with its key
customers will not significantly erode.
     
Freescale is a major supplier to the networking, wireless, and
automotive markets, where its semiconductors are key components of
platforms with multiyear design lives.
     
Debt leverage, 6.9x EBITDA for the four quarters ended September
2007, is expected to decline only modestly over the intermediate
term.


FRESH DEL MONTE: S&P Holds 'BB-' Rating and Removes Pos. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Cayman Islands-based Fresh Del Monte Produce
Inc., and removed the rating from CreditWatch, where it was placed
with positive implications on Nov. 1, 2007.  The outlook is
stable.
     
"The rating affirmation reflects the uncertain regulatory
environment in the produce industry despite the company's stronger
credit measures and recently reduced debt levels," said Standard &
Poor's credit analyst Alison Sullivan.
     
In November 2007, Fresh Del Monte completed its planned equity
offering and received about $116 million in proceeds, most of
which was applied to debt reduction under its credit facility.  
However, the European Commission is still investigating Fresh Del
Monte and other competitors in the fruit and vegetable
industry, having reason to believe they may have violated European
Union competition laws.  "It is possible that Fresh Del Monte may
be subject to a financial penalty which at this point cannot be
quantified," said Ms. Sullivan. "In addition, it is possible that
changes may be enacted to the current EU banana tariff system in
2008, and it remains unclear whether these could have an adverse
effect on the company."
     
Fresh Del Monte is the No. 1 marketer of fresh pineapples
worldwide, and the No. 3 marketer of bananas worldwide.  "However,
product concentration remains a rating concern," said Ms.
Sullivan.


GLOBAL HOME: Files Amended Chapter 11 Reorganization Plan
---------------------------------------------------------
Global Home Products LLC and its debtor-affiliates submitted to
the U.S. Bankruptcy Court for the District of Delaware their
amended plan of reorganization and amended disclosure statement.

                        Treatment of Claims

The amended plan is based on the cash contributions of Global
Home Products Investors LLC, the entity that holds 97.75% of the
equity security interests of Global Home Products LLC, for
distribution to creditors.

In addition, under the plan, any cash held by the Reorganized
Debtors that constitutes collateral for Madeleine's Secured
Claim, as of the date on which the plan becomes effective.  The
sum of collateral carve out constitutes "Effective Date Cash".

Pursuant to the plan, GHPI would contribute $8,500,000 in
effective date cash for pro rata distributions to applicable
creditors as:

   (a) $1,000,000 to holders of class 5 general unsecured
       claims, after payment of any allowed reclamation claims,
       plus a percentage of certain net proceeds obtained by the
       Reorganized Debtors from any recoveries pursuant to
       Section 547 of "net chapter 5 claims recoveries" and

   (b) $3,500,000 to holders of allowed class 4 503(b)(9)
       claims.

The remainder of the $4,000,000 of Effective Date Cash would be
used to satisfy allowed administrative claims, allowed priority
claims, and any allowed class 3 claims.

The Effective Date Cash will be the sole source of distributions
to the holders of allowed class 5 unsecured claims, allowed
class 4 503(b)(9) claims, allowed administrative and priority
claims, and allowed class 3 claims, provided that the holders
of class 5 claims will also receive a portion of net chapter 5
claims recoveries provided under the plan.

                           Who May Vote

Under the plan, administrative claims, including professional
fee claims and priority tax claims, are unclassified and are not
entitled to vote.

Except for class 6A (GHPI equity interests) and class 6C
(subsidiary equity interests), no classes are unimpaired under
the plan.

Class 6A and class 6C are unimpaired and are each conclusively
deemed to have accepted the plan.

Accordingly, only the holders of claims in classes 1 (non-
priority tax claims), class 2 (Madeleine secured claim), class
3 (other secured claims, class 4 503 (b)(9) claims, class 5
(unsecured claims and reclamation claims), and class 6B (non-
GHPI equity interests) are entitled to vote to accept or reject
the plan.

Class 7 (canceled options and warrants) is impaired, but the
members of this class will not receive or retain any property
or other distribution under the plan.

A copy of the Debtors' Joint Amended Plan of Reorganization is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=071120221251

A copy of the Debtors' Amended Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=071120221613

                      About Global Home

Headquartered in Westerville, Ohio, Global Home Products LLC
-- http://www.anchorhocking.com/and http:/www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. Lead 06-10340).

Laura Davis Jones, Esq., David Bertenthal, Esq., Bruce Grohsgal,
Esq., and Joshua Fried, Esq, at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors.  Attorneys at Dinsmore & Shohl, LLP, and
Frost Brown Todd LCC are the Debtors' special counsel.  Epiq
Bankruptcy Solutions, LLC acts as the Debtors' claims agent.

Ronald F. Stengel, Conway Del Genio Gries & Co., LLC, is the
Debtors' chief restructuring officer.  Plante & Moran is the
Debtors' 401(k) plan auditors.  PricewaterhouseCoopers LLP and
Deloitte Tax LLP provide tax services.  Houlihan Lokey Howard &
Zukin Capital is Debtors' the investment bankers while Johnson
Associates Inc. is the special compensation advisor

Sharon Levine, Esq., and Bruce Buechler, Esq., at Lowenstein
Sandler PC; and David M. Fournier, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.  
Attorneys at Basham, Ringer y Correa, SC is the Committee's
special counsel.  Huron Consulting Services LLC acts as the
Committee's financial advisors.

Jesse H. Austin, III, Esq., at Paul, Hastings, Janofsky & Walker
LLP, and Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, represent Medeleine LLC.  Global Home Products
Investors LLC, Cerberus Partners, LP, and Cerberus Capital
Management, LP, is represented in these bankruptcy proceedings by
Lawrence V. Gelber, Esq., and Sophie S. Kim, Esq., at Schulte Roth
& Zabel LLP; and Adam G. Landis, Esq., and Kerri Mumford, Esq., at
Landis Rath & Cobb LLP.


GLOBAL HOME: Disclosure Statement Hearing Set for December 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
scheduled a hearing on Dec. 27, 2007, at 2:00 p.m. to consider the
approval of the Amended Disclosure Statement explaining the Joint
Plan of Reorganization filed by Global Home Products LLC and its
debtor-affiliates.

Objections to the disclosure statement must be filed by Dec. 20,
2007.

                      About Global Home

Headquartered in Westerville, Ohio, Global Home Products LLC
-- http://www.anchorhocking.com/and http:/www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. Lead 06-10340).

Laura Davis Jones, Esq., David Bertenthal, Esq., Bruce Grohsgal,
Esq., and Joshua Fried, Esq, at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors.  Attorneys at Dinsmore & Shohl, LLP, and
Frost Brown Todd LCC are the Debtors' special counsel.  Epiq
Bankruptcy Solutions, LLC acts as the Debtors' claims agent.

Ronald F. Stengel, Conway Del Genio Gries & Co., LLC, is the
Debtors' chief restructuring officer.  Plante & Moran is the
Debtors' 401(k) plan auditors.  PricewaterhouseCoopers LLP and
Deloitte Tax LLP provide tax services.  Houlihan Lokey Howard &
Zukin Capital is Debtors' the investment bankers while Johnson
Associates Inc. is the special compensation advisor

Sharon Levine, Esq., and Bruce Buechler, Esq., at Lowenstein
Sandler PC; and David M. Fournier, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.  
Attorneys at Basham, Ringer y Correa, SC is the Committee's
special counsel.  Huron Consulting Services LLC acts as the
Committee's financial advisors.

Jesse H. Austin, III, Esq., at Paul, Hastings, Janofsky & Walker
LLP, and Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, represent Medeleine LLC.  Global Home Products
Investors LLC, Cerberus Partners, LP, and Cerberus Capital
Management, LP, is represented in these bankruptcy proceedings by
Lawrence V. Gelber, Esq., and Sophie S. Kim, Esq., at Schulte Roth
& Zabel LLP; and Adam G. Landis, Esq., and Kerri Mumford, Esq., at
Landis Rath & Cobb LLP.


GREAT LAND: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
Great Land Seafoods LLC filed with the U.S. Bankruptcy Court for
the Western District of Washington its list of unsecured
creditors, disclosing:

   Entity                 Nature of Claim        Claim Amount
   ------                 ---------------        ------------

Carnitech U.S Inc.        Trade Debt                 $620,392
2001 West Garfield
Terminal 91, Bldg. A-1
Seattle, WA 98119

International Seafood     Loan, Trade Debt           $200,000
Trading Inc.
Suite 109, 12505
Bellevue Redmond Road,
Bellevue, WA

Highland Refrigeration                               $163,229
4250 24th Ave. West
Seattle, WA

Beckwith & Kuffel                                    $114,966

FM Automation and                                    $111,588
Electric Inc.

Redlined Welding and                                 $106,312
Construction LLC

AICCO Inc., Imperial                                 $100,000
Credit

Jim Branda F/V                                        $60,000

Hydra-Pro                                             $53,116

Rogge                                                 $36,013

Armstrong Keta Hatchery                               $35,000

Northlake Shipyard Inc.                               $30,000

Ballard Hardware                                      $25,853

Internal Revenue Service,                             $18,500
Special Procedures Branch

Rena International                                    $18,000

Ivan Svansand                                         $17,000

Northern Credit Services                               $8,574

Marine Vacuum Service                                  $5,799
Marine and Industrial
Cleaning

Acme Fire Equip &                                      $4,375
Salvage

DJ Mahler, PE NA                                       $3,641

Headquartered in Seattle, Washington, Great Land Seafoods LLC
filed for Chapter 11 protection on Sept. 3, 2007 (Bankr. W.D.
Wash. Case No. 07-14173).  Francois L. Fischer, Esq. represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it has estimated assets and
debts of $1 million to $100 million.


GROUP I: Moody's Puts Rating Under Review and May Downgrade
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 2 tranches
and has placed under review for possible downgrade the rating of
one tranche from Group I of MortgageIT Mortgage Loan Trust, Series
2006-1.  One downgraded tranche remains on review for possible
downgrade.  The collateral backing these classes consists of
primarily first lien, adjustable-rate, Alt-A mortgage loans.

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

Issuer: MortgageIT Mortgage Loan Trust, Mortgage Loan Pass-Through
Certificates, Series 2006-1

  -- Cl. 1-B1 Currently Aa2 on review for possible downgrade,
  -- Cl. 1-B2, Downgraded to Ba2, previously A2,
  -- Cl. 1-B3, Downgraded to B3, previously Baa2, on review for
     further possible downgrade.


HARRAH'S ENT: Apollo Merger Gets Illinois Gaming Board's Approval
-----------------------------------------------------------------
Harrah's Entertainment Inc. received approval from the Illinois
Gaming Board for the proposed acquisition of Harrah's by
affiliates of Apollo Management L.P. and TPG Capital.

The transaction remains subject to approval by other jurisdictions
in which Harrah's subsidiaries operate and other conditions to
closing set forth in the agreement and plan of merger entered into
on Dec. 19, 2006.

                 About Apollo Management L.P.

Based in New York, Apollo Management L.P. is a private equity L.P.
firm, founded in 1990 by Leon Black.  It also has offices in Los
Angeles and London.  It has invested over $16 billion in companies
inside and outside the of the United States.

                       About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital, also known as
Texas Pacific Group - http://www.texaspacificgroup.com/-- has    
staked its claim on the buyout frontier.  The company, which does
not get involved in the day-to-day operations of the companies in
which it invests, usually holds onto an investment for at least
five years, although consistent moneymakers may be kept
indefinitely.

                   About Harrah's Entertainment

Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- has grown through     
development of new properties, expansions and acquisitions, and
now owns or manages casino resorts on four continents and hosts
over 100 million visitors per year.  The company's properties
operate under the Harrah's, Caesars and Horseshoe brand names;
Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker. Harrah's also owns the
London Clubs International family of casinos.

                          *     *     *

Harrah's Entertainment Inc. continues to carry Standard & Poor's
"BB" long term foreign and local issuer credit ratings, which were
placed in December 2006.


HELLER FINANCIAL: Fitch Junks Rating on $7.6MM Class M Certs.
-------------------------------------------------------------
Fitch Ratings has downgraded these class of mortgage pass-through
certificates from Heller Financial Commercial Mortgage Asset
Corp., series 1999 PH-1:

  -- $7.6 million class M to 'CCC/DR1' from 'B-/DR1'.

In addition, Fitch has affirmed these classes:

  -- $456.6 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $22.7 million class B at 'AAA';
  -- $20.2 million class C at 'AAA';
  -- $53 million class D at 'AAA';
  -- $12.6 million class E at 'AAA';
  -- $37.9 million class F at 'AAA';
  -- $17.7 million class G at 'AA+';
  -- $35.3 million class H at 'A-';
  -- $20.2 million class J at 'BBB-';
  -- $7.6 million class K at 'BB+';
  -- $15.1 million class L at 'B'.

The $5.2 million class N is not rated by Fitch.  Class A-1 has
paid in full.

The downgrade is the result of expected losses on specially
serviced loans.  As of the November 2007 distribution date, the
pool's balance has been reduced 29.5% to $711.7 million from
$1 billion at issuance.  Since issuance, 39 loans (27.7%) have
defeased.

Thirteen loans (11.4%) are considered Fitch Loans of Concern. Four
of these assets are specially serviced (1.6%).  The largest
specially serviced asset (0.9%) is secured by a multifamily
property in Houston, Texas and is currently making principal and
interest payments.  Losses are expected.

The other specially serviced assets (0.6%) are secured by a
portfolio of three, cross-collateralized apartment buildings in
Colorado Springs, Colorado.  The loans are 90 days delinquent.

The largest Fitch Loan of Concern (5.1%) is an office property
located in Franklin Township, New Jersey.  The property is
physically vacant, but the tenants are continuing to make lease
payments through the lease expiration in April 2009. The
anticipated repayment date of this loan is May 2009.

Fitch reviewed the performance and underlying collateral of the
two shadow-rated loans in the pool: South Plains Mall (7.8%), a
retail mall in Lubbock, Texas and the Station Plaza Office Complex
(2.4%) in Trenton, New Jersey.  Based on their stable performance,
both loans remain investment grade.


HOBOKEN WOOD: Judge Sontchi Dismisses Chapter 7 Petition
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Nov. 16,
2007, dismissed the chapter 7 liquidation case of Hoboken Wood
Flooring LLC and its three affiliates, Modern Distribution
Management reports.

Chapter 7 Trustee Jeoffrey L. Burtch, the report says, had filed
for the case dismissal since no financing deal was closed with
Wachovia Bank and other prepetition lenders resulting in the lack
of funds to administer the case.

Mr. Burtch added that the move to dismiss the case was based on
his talks with Hoboken representatives, the report adds.

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Craig S. Dean, Chief Restructuring Officer, said that the company
had considered an orderly liquidation under Chapter 11 of the
Bankruptcy Code.  Mr. Dean relates however that after review, the
company opted to file under Chapter 7 of the Bankruptcy Code in
light of:

    (a) that the cash needs of the company in order to pursue the  
        orderly liquidation of its remaining assets in a
        commercially reasonable manner under the circumstances;

    (b) its inability to obtain other financing in the event that
        it pursued an orderly liquidation;

    (c) its inability to generate cash while operating as a debtor
        and debtor-in-possession under chapter 11; and

    (d) the company's inability to fund payroll for its existing
        employees.

Based in Wayne, New Jersey, Hoboken Wood Flooring LLC --
http://www.hobokenfloors.com/-- is the largest independent   
distributor of hardwood flooring in the U.S.  It does business as
Hoboken Wood Flooring Corp-South, Hoboken Wood Flooring LLC-South,
and Hoboken Floors.

The company, together with SPI Floors LLC, Garden State Supplies
LLC, and WFA LLC filed for chapter 7 liquidation on Nov. 7, 2007
(Bankr. D. Del. Case Nos. 07-11658 through 07-11661).  Mark S.
Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom represents
the Debtors in their restructuring efforts.  John D. McLaughlin
Jr., Esq., at Young Conaway Stargatt & Taylor LLP, represents
Jeoffrey L. Burtch, the appointed Chapter 7 trustee in the case.  
The Debtors listed more than $100 million in assets and debts when
they filed for bankruptcy.


HUBERT LAIRD: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hubert A. Laird
        aka Alan Laird
        847 Kellaire Drive
        Destin, FL 32540

Bankruptcy Case No.: 07-31128

Chapter 11 Petition Date: November 19, 2007

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: J. Steven Ford, Esq.
                  Wilson, Harrell, Farrington & Ford
                  307 South Palafox Street
                  Pensacola, FL 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Danny Smith                                  $55,000
2637 Cedar Falls Way
Sevierville, TN 37862

Hanley Center                                $28,174
5200 East Avenue
West Palm Beach, FL 33407

David Woods                                  $28,000
12720 Highway, 57 Street
Darden, TN 38328

Cadenhead Law Firm                            $5,000

Carr, Riggs & Ingram                          $3,339

Wells Fargo                                   $2,655

Sears                                         $4,280

Capital One                                   $2,336

Bangkok Cleaners                              $1,518

Gulf Medical Services                           $400

Incare Medical Services                         $291

Cox Communications                              $185

Town of Madisonville                            $134

Gulf Coast Collection                           $114

Embarq                                           $57

Cleco Power                                      $57

Okaloosa Gas                                     $11


HYDRO SPA: Court OKs $2.5 Mil. Sale of Assets to Premium Leisure
----------------------------------------------------------------
The Honorable Catherine Peek McEwen of the U.S. Bankruptcy Court
for the Middle District of Florida authorized Hydro Spa Parts and
Accessories Inc. to sell virtually all of its assets for
$2,500,000, to Premium Leisure, LLC.

Earlier, the Court approved the Debtor's request to establish sale
and bidding procedures for the auction of its assets.  The Court
relates that no auction was conducted since the Debtor received
only one qualified bid from Premium Leisure.

The Debtor's plan provides that an amount shall be escrowed out of
the purchase price with counsel for the Debtor, pending the
confirmation of the Debtor's plan of reorganization.

                          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.  The Court set the Plan confirmation hearing on
Jan. 11, 2007.


ILLINOIS FINANCE: Moody's Lowers Rating on $58.43MM Bonds to B1
---------------------------------------------------------------
Moody's has downgraded to B1 the Ba3 rating on $58.43 million
Illinois Finance Authority Student Housing Revenue Bonds, MJH
Education Assistance Illinois IV, LLC (Fullerton Village Project),
Senior Series 2004 A Bonds.  Moody's has also downgraded to B3 the
B2 rating on $15.05 million Illinois Finance Authority Student
Housing Revenue Bonds, MJH Education Assistance Illinois IV, LLC
(Fullerton Village Project), Subordinate Series 2004B bonds.  
These downgrades are based on the high likelihood that debt
service reserve funds will be tapped to provide for both Series A
and Series B interest payments due on December 1, 2007.  The
outlook is negative based on the continued low occupancy rate and
weak financial condition of the property, challenges that are
expected to persist through the Spring 2008 semester.

Legal Security: Special obligation of Illinois Finance Authority,
secured only by rental income generated at Fullerton Village and
any other funds pledged to bondholders under the indenture
agreement.  DePaul University assumes no financial commitment with
respect to the Series 2004 Bonds.

Recent Developments:

MJH Education Assistance Illinois IV, LLC, the Fullerton Village
Project owner, has reported to Moody's that occupancy at Fullerton
has fallen from 86% during the Spring 2007 semester to
approximately 52% as of the Fall 2007 semester.  As of Oct. 31,
2007, occupancy has not increased materially and, after review of
current account balances held in trust, it is evident that revenue
will not be sufficient to meet the required Dec. 1, 2007 interest
payment to bondholders.  Moody's expect that debt service reserve
funds will be tapped in order to fulfill obligations to both
Series A and Series B bondholders.  Both reserve accounts are
currently fully funded and will not be depleted by the December
tap.

Occupancy will likely remain at its current level at least through
the end of the academic year, as student housing projects
generally do not see large gains to occupancy once the initial
Fall registration period completed.  This is a characteristic and
risk of student housing projects generally and is not particular
to Fullerton Village or its real estate sub-market.  Due to this
cyclical nature of student housing rentals, Moody's expects that
improvement in occupancy will not be realized until Fall 2008.  
Moody's  therefore expect that debt service reserve funds will
again be accessed to partially provide for the principal and
interest due to bondholders on June 1, 2008.

Moody's anticipates, looking prospectively, that at its current
52% occupancy level the project will provide just enough income to
cover monthly operating expenses and partial debt service fund
deposits (based on an average monthly expense level for the first
half of 2007).  Using these factors to estimate revenue and
expenses over the next six months, and after review of the owner's
projected financial budget, Moody's expect that a June 1, 2008 tap
to debt service reserves is likely, but should not deplete the
funds entirely.  Moody's estimate that a partial tap will be
required to pay Series A bond obligations and should result in a
remaining fund balance of approximately $2.0 million (the fully
funded required balance is $4.004 million).  Moody's further
estimate that a full tap will be made to fulfill Series B bond
obligations in June, and the remaining balance will be
approximately $48,000 (fully funded required balance is $1.043
million).

It is likely, however, that expenses will be slightly reduced for
the 2007 / 2008 academic year as certain costs naturally fluctuate
with occupancy.  Further, ICL Management, Inc., a Smithfield
Properties affiliate, has replaced the Scion Group as property
manager and will forego their usual fee for the first year of
service.  These two factors should help somewhat to alleviate the
current stress on revenues and further ensure the going concern
operations of Fullerton during the Spring and Summer 2008
semesters.  Successful Fall 2008 lease up will thus be essential
to the long term viability of the Fullerton Village project.

Outlook

The Dec. 1, 2007 tap to reserves, coupled with projected high
vacancy rates through the current academic year, may exacerbate
Fullerton's current financial difficulties due to both a lack of
sufficient income and a reduction of interest income earnings.  
Significantly increased occupancy for Fall 2008 will be tantamount
to the long term success of this project.  As a result, the
outlook on the bonds is negative, and Moody's will monitor any
changes to the financial condition of the project closely.

What would change the ratings - UP?

  -- A significant improvement in cash flow to the project,
     stemming primarily from increased occupancy for the 2008 /
     2009 academic year.

What would change the ratings - DOWN?

  -- Depletion of reserve fund monies.


INTERNATIONAL COAL: Registers Resale of $225 Mil. 9% Sr. Notes
--------------------------------------------------------------
International Coal Group Inc. has filed a registration statement
on Form S-3 with the Securities and Exchange Commission for the
resale by selling securityholders of ICG's $225 million aggregate
principal amount of 9% convertible senior notes due 2012.

The notes were originally issued in July and August 2007 in
private placements exempt from registration under the Securities
Act of 1933.  The registration statement automatically became
effective upon filing.  ICG will not receive any proceeds from any
resale by the selling securityholders of the securities.

International Coal Group, headquartered in Scott Depot, West
Virginia, is engaged in the mining and marketing of coal.  The
company has 11 active mining complexes, of which 10 are located in
Northern and Central Appalachia and one in Central Illinois.  
ICG's mining operations and reserves are strategically located to
serve utility, metallurgical and industrial customers throughout
the Eastern United States.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 6, 2007,
Standard & Poor's Ratings Services raised its rating on the
$175 million 10.25% senior unsecured notes due 2014 of
International Coal Group Inc. to 'B-' from 'CCC+'.


INVERNESS MEDICAL: Completes $302 Mil. Buyout of Alere Medical
--------------------------------------------------------------
Inverness Medical Innovations Inc. completed its acquisition of
Alere Medical Inc. at a purchase price of $302 million,
comprising approximately $128 million in cash and $174 million in
Inverness common stock and assumed options.

As reported in the Troubled Company Reporter on Oct. 26, 2007,
Inverness Medical entered into an agreement to acquire Alere
Medical Inc.

Previously, the companies agreed that the purchase price amounting
to $302 million will be comprised of approximately $125 million in
cash and $177 million in Inverness common stock.  

                    About Alere Medical Inc.
    
Headquartered in Reno, Nevada, Alere Medical Inc. --  
http://www.alere.com/-- is a specialized health management   
services focusing on a patient-centric, programmatic approach to
comprehensive personal health support.  Alere's integrated care
monitoring system identifies and monitors all medium- and high-
risk patients, and prioritizes those patients to facilitate
efficient workflow.  With published outcomes that exceed those of
any competitor, Alere Medical's health management programs improve
clinical outcomes for patients and maximize savings for clients.

                    About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

Moody's placed Inverness Medical's subordinated debt rating at
'Caa1' as well as the company's long term corporate family and
probability of default ratings at 'B2' in June 2007.  The ratings
still hold to date with a stable outlook.


JOVIN INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Jovin, Inc.
        P.O. Box 158
        Hawley, PA 18428

Bankruptcy Case No.: 07-53016

Type of Business: The Debtor owns and operates a membership golf
                  course.

Chapter 11 Petition Date: November 20, 2007

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel, II

Debtor's Counsel: John J. Martin, Esq.
                  1022 Court Street
                  Honesdale, PA 18431
                  Tel: (570) 253-6899
                  Fax: (570) 253-6988

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.


KING PHARMACEUTICALS: Moody's Puts Ba3 Rating on Sr. Facility
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the senior
secured credit facility of King Pharmaceuticals, Inc.  Moody's
also affirmed King's Ba3 Corporate Family Rating.  The outlook for
the ratings remains stable.

The Ba3 Corporate Family Rating and stable outlook are supported
by the company's solid financial metrics and ample liquidity,
which are very strong for a "Ba" company.  In addition, Moody's
views favorably the company's efforts to refocus its strategy to
develop core competencies in the pain management, neuroscience and
acute care markets.  Moody's believes certain key products in the
company's pipeline, including Remoxy and Acurox are critical to
the success of this strategy.

The ratings are principally constrained by King's very high
exposure to patent expirations and challenges over the next three
years and the potential revenue loss on these products, namely
Altace and Skelaxin.  Moody's believes that these challenges --
reflected in King's negative shareholder returns -- create event
risk, including the potential for a transforming acquisition or
shareholder-friendly initiatives.  Moody's believes that these
risks are rising, but are still consistent with King's Ba3 rating.  
However, if the company were to experience a setback in the
development and launch of a key pipeline product, such as Remoxy
or Acurox, Moody's believes that event risk would rise even
further.  Under this scenario, the rating outlook could
potentially be revised to negative.

Ratings assigned:

  -- Senior secured credit facility due 2012, Ba3 (LGD4, 52%)

Rating affirmed:

  -- Ba3 Corporate Family Rating

Moody's does not rate King's $400 million senior unsecured
convertible notes due 2026.

Headquartered in Bristol Tennessee, King Pharmaceuticals, Inc.
[NYSE:KG] develops, manufactures and markets branded prescription
pharmaceutical products.  The company's strategy includes life-
cycle management of existing products, new product development,
and product acquisitions and collaborations.  The company reported
revenues of approximately $2.1 billion for the twelve months ended
September 30, 2007.


L TERSIGNI: Taps M. Stuart Goldberg as Lead Bankruptcy Counsel
--------------------------------------------------------------
L. Tersigni Consulting CPA, P.C. asks the United States Bankruptcy
Court for the District of Connecticut Bridgeport Division for
authority to retain M. Stuart Goldberg LLC as its lead bankruptcy
counsel.  

The Debtor selected MSG as its lead bankruptcy counsel because of
MSG's extensive experience and knowledge in the field of debtors'
and creditors' rights and business reorganizations under chapter
11 of the Bankruptcy Code.

As lead bankruptcy counsel, MSG shall:

  a) assist and advise the Debtor relative to the administration
     of its Chapter 11 case:

  b) attend meetings and negotiate with the representatives of and
     counsel to creditors of the Debtor;

  c) assist and advise the Debtor in the conduct of its affairs;

  d) assist the Debtor in proposing any plan of reorganization
     that may be filed;

  e) take all necessary action to protect and preserve the
     interests of the Debtor, including the prosecution of actions
     on its behalf and negotiations concerning all litigation in
     which the Debtor is involved;

  f) generally prepare on hehalf of the Debtor all necessary
     motions, applications, answers and orders;

  g) appear before the Court and protect the interest of the
     Debtor before said Court;

  h) perform all other necessary legal services requested or
     required of the Debtor in this case.

Prior to the bankruptcy filing, MSG received a retainer of $65,000
in consideration of services rendered prior to the bankruptcy
filing and in contemplation of the Debtor's chapter 11 case; in
consideration of the performance of services that will be rendered
in the bankruptcy case; and to cover the $1,039.00 cost of the
filing.

Subject to Court approval, compensation will be payable to MSG on
an hourly basis for professional services rendered and expenses
incurred in accordance with the provisions of the Bankruptcy Code
Sections 328, 330 and 331.

MSG currently bills:

     Professional                   Hourly Rate
     ------------                   -----------
     Marc Stuart Goldberg, Esq.        $445

     Counsel                        $375 - $425
     Associates                     $250 - $350
     Paralegals                        $125  

Marc Stuart Goldberg, Esq., the sole member of MSG, attests that
the firm does not hold or represent any interest adverse to the
Debtor's estate and that MSG is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

Mr. Goldberg can be reached at:

   Marc Stuart Goldberg, Esq.
   M. Stuart Goldberg LLC  
   81 Main Street, Suite 205
   White Plains, New York
   10601
   Tel.: (914) 949-5400

Based in Stamford, Connecticut, L. Tersigni Consulting CPA, P.C.
was engaged in the business of accounting and financial advisor to  
various constituencies in mattters relating to claims asserted
primarily in asbestos litigation and asbestos related bankruptcy  
cases.  The company filed for chapter 11 protection on Nov. 14,
2007 (Bankr. D. Conn. Case No. 07-50702).  When the Debtor filed
for protection from their creditors, it listed estimated assets of
$1 million to $100 million and estimated debts of $100,000 to
$1 million.


L TERSIGNI: Wants Approval on Reid and Riege as Local Counsel
-------------------------------------------------------------
L. Tersigni Consulting CPA, P.C. asks the United States Bankruptcy
Court for the District of Connecticut Bridgeport Division for
authority to employ Reid and Riege, P.C. as its local counsel.  

The Debtor selected Reid and Riege, P.C. as its local counsel
because of the firm's experience and qualification in matters
related to bankruptcy.

As local counsel, Reid and Riege, P.C. shall:

  a) give legal advice with respect to the local rules of the    
     District;

  b) assist lead counsel when and where necessary without    
     duplication of efforts;

  c) coordinate with lead counsel in preparing on behalf of the
     Debtor the necessary applications, motions, complaints,
     answers, orders, reports and other legal papers without
     duplication of services;

  d) attend court hearings on behalf of the Debtor when necessary;
     and

  e) perform all other legal services for the Debtor which may be
     necessary in the Debtor's bankruptcy case without duplicating
     efforts of lead counsel.

Prior to the bankruptcy filing, Reid and Riege, P.C. received a
retainer of $20,000 in consideration of performance of services
rendered immediately prior to the chapter 11 filing and in
contemplation of the Debtor's chapter 11 case; and in  
consideration of the performance of services that will be rendered
in Debtor's bankruptcy case.

No promises have been received by Reid and Riege, P.C. or any
shareholder or associate thereof as to compensation in connection
with the bankruptcy cases other than in accordance with the
provisions of the Bankruptcy Code.

Carol A. Felicetta, Esq., an associate in the law firm of Reid and
Riege, P.C.,  attests that the firm does not hold or represent any
interest adverse to the Debtor's estate and that Reid and Reige,
P.C. is a "disinterested person" as that term is defined in Sec.
101(14) of the Bankruptcy Code.

Ms. Carol A. Felicetta, Esq. can be reached at:

   Carol A. Felicetta, Esq.
   Reid and Riege, P.C.
   195 Church Street
   New Haven
   Connecticut 06510

Based in Stamford, Connecticut, L. Tersigni Consulting CPA, P.C.
was engaged in the business of accounting and financial advisor to  
various constituencies in mattters relating to claims asserted
primarily in asbestos litigation and asbestos related bankruptcy  
cases.  The company filed for chapter 11 protection on Nov. 14,
2007 (Bankr. D. Conn. Case No. 07-50702).  When the Debtor filed
for protection from their creditors, it listed estimated assets of
$1 million to $100 million and estimated debts of $100,000 to
$1 million.


LAWRENCE SALANDER: Section 341(a) Meeting Slated for December 5
---------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
creditors in the bankruptcy cases of Lawrence B. Salander and
Julie D. Salander at 2:00 p.m. on Dec. 5, 2007 at the Office of
the U.S. Trustee, 181 Church Street in Poughkeepsie, New York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                    About Lawrence B. Salander

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

The couple owns New York-based Salander-O'Reilly Galleries LLC --
http://www.salander.com/-- which exhibits and manages fine art   
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners
are Carol F. Cohen of Two Swans Farm claiming  $4,607,900; Giorgio
Cavallon Family LP with $960,000 claim; and Richard Ellenberg with
a contract claim of $50,400.  Amos Alter, Esq. at Troutman Sanders
LLP and John Koegel, Esq. at The Koegel Group LLP are counsels to
the petitioners.  On Nov. 9, 2007, the Salander-O'Reilly's case
was converted to a chapter 11 proceeding (Bankr. S.D.N.Y. Case No.
07-30005).  Alan D. Halperin, Esq., at Halperin Battaglia Raicht
LLP, and Susan P. Persichilli, Esq., at Buchanan Ingersoll PC,
represent the Debtor.

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


LAWRENCE SALANDER: Taps Baker & Hostetler as General Counsel
------------------------------------------------------------
Lawrence B. Salander and Julie D. Salander ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Baker & Hostetler LLP as their general counsel, effective
as of the bankruptcy filing.

Baker & Hostetler will:

   (a) give advice to the Debtors with respect to the Debtors'
       powers and duties as debtors in possession in the continued
       operation of the Debtors' business and the management of
       their properties, including the negotiation and
       finalization of any financing agreements;

   (b) assist in identification of assets, liabilities of the
       estate, and the sale of assets;

   (c) assist the Debtors in formulating a plan of reorganization
       and to take necessary legal steps in order to confirm the
       plan, including the preparation and filing of a disclosure
       statement relating thereto;

   (d) prepare and file on behalf of the Debtors, all necessary
       applications, motions, orders, reports, adversary
       proceedings and other pleadings and documents;

   (e) appear in Court and to protect the interests of the Debtors
       before the Court;

   (f) analyze claims and competing property interests, and
       negotiate with  creditors and parties-in-interest on behalf
       of the Debtors; and

   (g) perform all other legal services for the Debtors which may
       be necessary in these proceedings.

Baker & Hostetler's hourly rates range from from $400-$770 for
partners, $200-$400 for associate, and $100-$200 for paralegals.

The Debtors anticipate that these staff from the firm will assist
them in the cases:

          Professional                   Rate
          ------------                   ----
          John W. Moscow, Esq.           $650
          Douglas E. Spelfogel, Esq.     $560
          Patrick Hannon, Esq.           $600
          Richard J. Bernard, Esq.       $450
          Elyssa S. Kates, Esq.          $340
          Jack Fitzgerald, Esq.          $320
          Rebecca Thalberg, Esq.         $260
          Eric R. Goodman, Esq.          $245

Subject to approval of the Court, the Debtor has agreed to pay a
$200,000 funded escrow to Baker & Hostetler.

Mr. Spelfogel assures the Court that Baker & Hostetler is a
"disinterested person" as such term is defined in Section 101(14)
of the Bankruptcy Code as modified by Section 1107(b).

The firm can be reached at:

             Douglas E. Spelfogel, Esq.
             Baker & Hostetler LLP
             45 Rockefeller Plaza, 10th Floor
             New York, NY 10111
             Tel: (212) 589-4280
             Fax: (212) 589-4201
             http://www.bakerlaw.com/

                    About Lawrence B. Salander

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

The couple owns New York-based Salander-O'Reilly Galleries LLC --
http://www.salander.com/-- which exhibits and manages fine art   
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners
are Carol F. Cohen of Two Swans Farm claiming  $4,607,900; Giorgio
Cavallon Family LP with $960,000 claim; and Richard Ellenberg with
a contract claim of $50,400.  Amos Alter, Esq. at Troutman Sanders
LLP and John Koegel, Esq. at The Koegel Group LLP are counsels to
the petitioners.  On Nov. 9, 2007, the Salander-O'Reilly's case
was converted to a chapter 11 proceeding (Bankr. S.D.N.Y. Case No.
07-30005).  Alan D. Halperin, Esq., at Halperin Battaglia Raicht
LLP, and Susan P. Persichilli, Esq., at Buchanan Ingersoll PC,
represent the Debtor.

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


LB-UBS COMMERCIAL: Fitch Holds Junk Rating on $3.6 Mil. Certs.
--------------------------------------------------------------
Fitch Ratings upgrades two classes of LB-UBS Commercial Mortgage
Trust commercial mortgage pass-through certificates, series 2002-
C4, as:

  -- $12.7 million class H to 'AAA' from 'AA+';
  -- $12.7 million class J to 'AA-' from 'A+'.

Additionally, Fitch affirms the following classes:

  -- $45.7 million class A-2 at 'AAA';
  -- $78.7 million class A-3 at 'AAA';
  -- $86 million class A-4 at 'AAA';
  -- $850.5 million class A-5 at 'AAA';
  -- $18.2 million class B at 'AAA';
  -- $20 million class C at 'AAA';
  -- $20 million class D at 'AAA';
  -- $12.7 million class E at 'AAA';
  -- $16.4 million class F at 'AAA';
  -- $10.9 million class G at 'AAA';
  -- $12.7 million class K at 'A-';
  -- Interest-only class X-CL at 'AAA';
  -- Interest-only class X-CP at 'AAA';
  -- Interest-only class X-VF at 'AAA';
  -- $20 million class L at 'BBB-';
  -- $7.3 million class M at 'BB+';
  -- $7.3 million class N at 'BB';
  -- $3.6 million class Q at 'B';
  -- $1.8 million class S at 'B-';
  -- $3.6 million class T at 'CCC'.

Class A-1 has paid in full. Fitch does not rate classes P or U.

The upgrades reflect the stable performance and paydown due to
scheduled amortization since the last rating action.  As of the
November 2007 distribution, the pool's aggregate principal balance
has been reduced by 13.2% to $1.26 billion from $1.46 billion at
issuance.  Thirty loans (39.6%) have defeased, including five of
the 10 largest loans.  There is one specially-serviced loan
(0.3%).

Two of the shadow rated loans, 605 Third Avenue (12.3%) and the
Horizon Portfolio (1.6%), have defeased.  Fitch reviewed servicer-
provided performance data for the remaining three non-defeased
shadow rated loans; Westfield Shoppingtown Valley Fair Mall
(21.6%), Hamilton Mall (5.8%), and 1166 Avenue of the Americas
(5.6%).  The debt service coverage ratios for the loans are
calculated based on a Fitch adjusted net cash flow and a stressed
debt service based on the current loan balances and a hypothetical
mortgage constant.

The largest loan in the transaction, Westfield Shoppingtown Valley
Fair Mall, is secured by 714,603 square feet within a 1.4 million
sf shopping mall located in Santa Clara, California.  The mall's
anchors are Macy's and Nordstrom. As of April 2007, the collateral
was 98% occupied, which is a slight improvement over the 96.1%
occupancy rate at issuance.  The Fitch-stressed debt service
coverage ratio on net cash flow for the trust balance as of year-
end 2006 financials was 2.06 times compared to 1.67x at issuance.  
The $273.1 million trust balance loan maintains an investment
grade shadow rating.

The 1166 Avenue of the Americas loan is secured by 560,925 sf of a
1.6 million sf, 44-story office tower located in Manhattan, New
York City.  The sole tenant, Marsh & McClennan Companies Inc.,
occupies 100% of the collateral.  Occupancy at issuance was also
100% and the loan maintains an investment grade shadow rating.  
The $70.8 million trust balance is pari-passu with a $72.4 million
note within the AACMT 2002 - C5 securitization.

The Hamilton Mall loan is secured by 836,236 sf of a 1 million sf
mall located in Mays Landing, NJ that is anchored by Macy's,
Sears, and JC Penney.  Occupancy has been stable since issuance.  
As of June 30, 2007, the collateral was 94.4% occupied compared to
94.1% at issuance.  The Fitch-stressed DSCR on NCF for the trust
balance as of year-end 2006 was 1.45 times compared to 1.28x at
issuance.  The $73.5 million loan, which has paid down by 5.8%
since issuance due to amortization, maintains an investment grade
shadow rating.

The specially serviced loan is secured by a 77,786 sf mall located
in Kenner, Louisiana.  The mall was damaged by Hurricane Katrina,
but repairs are complete and occupancy has stabilized.  The loan
is expected to be returned to the master servicer.


LEVITT AND SONS: Court Fixes February 11 as Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
established Feb. 11, 2008 as the deadline in which creditors of
Levitt and Sons LLC and its debtor-affiliates can file proofs of
claim against the Debtors' estates.

The Court requires each creditor holding or wishing to assert a
claim, as defined in Section 101(5) of the Bankruptcy Code,
against the Debtors arising on and before the Debtors' date of
bankruptcy to file a separate, completed and executed proof of
claim no later than 5:00 p.m. on February 11.  For governmental
units, the claims deadline is May 7, 2008.

The claims are to be sent to Kurtzman Carson Consultants, LLC, in
2335 Alaska Avenue, in El Segundo, California.

As reported in the Troubled Company Reporter on Nov. 16, 2007, the
Debtors anticipate filing their joint liquidating plan of
reorganization and disclosure statement shortly.  It is essential
to ascertain, as soon as possible, the full nature, extent and
scope of the claims asserted against the Debtors and their
estates, said the Debtors.

                      About Levitt and Sons

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Organizational Meeting Scheduled on December 20
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
sets Dec. 20, 2007, at 10:00 a.m., for an organizational meeting
of creditors in the Chapter 11 cases of Levitt and Sons, LLC and
its debtor-affiliates, at the Claude Pepper Federal Building, 51
Southwest First Avenue, Room 102, in Miami, Florida.

Creditors are welcome to attend, but are not required to do so.

                      About Levitt and Sons

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Gets Court Nod to Use Lenders' Cash Collateral
---------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida permitted Levitt and Sons LLC and its
debtor-affiliates to use cash on hand, including the cash
collateral in which their bank lenders may claim an interest.

The Debtors are allowed to use the cash on hand from the date of
bankruptcy through Nov. 27, 2007, the final hearing on the
Debtors' request.

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Lawrence E. Young, a managing director at AlixPartners, LLP, and
chief restructuring officer of Levitt and Sons, LLC, relates that
the Debtors need immediate access to cash collateral to continue
to operate, and pay wages and other direct operating expenses.

As of the Debtors' bankruptcy filing, the Debtors had roughly
$4,700,000 of unrestricted cash on hand.  The Debtors expect
receiving $7,438,200 from business operations as well as the sale
of certain assets during the period.  Mr. Young says the Debtors'
cash on hand is maintained at accounts with City National Bank in
the company's name.  The cash on hand includes funds advanced by
Levitt Corp. to LAS, the proceeds of lot sales remitted in the
ordinary course of business by LAS's subsidiary to LAS, and other
receipts of LAS.  None of the lenders has control of the City
National Bank accounts.

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

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

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

Pursuant to the Court order, the Debtors may use the cash on hand
to pay their ordinary and necessary business expenses, as stated
in their budget, provided that the Debtors may exceed the line
item amounts by no more than 10%.

As adequate protection for the use of cash on hand, each of the
lenders is granted a replacement lien on all postpetition
property of the Debtors that is of the same nature and type as
each Lender's prepetition collateral.

Any objection to the entry of the final order will be filed and
served no later than two business days before the November 27
hearing.

                      About Levitt and Sons

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITZ FURNITURE: Can Employ Asset Disposition as Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave PLVTZ Inc., dba Levitz Furniture Inc., and its debtor-
affiliates authority to employ Asset Disposition Advisors LLC, on
an interim basis, as advisors and consultants, nunc pro tunc to
the bankruptcy filing.

The Debtor desire to employ Asset Disposition -- pursuant to the
terms of an engagement letter dated Oct. 29, 2007 -- in
connection with the disposition and liquidation of certain of its
assets, particularly its inventory and trade fixtures in certain
locations designated for closure.

Asset Disposition will:

   * perform or advise the Debtor regarding the disposition of
     selected non-core business assets, including designated
     store location inventory, furniture, fixtures and equipment;

   * identify and contact proposed purchasers of select business
     operations or assets, including stores selected for closure;

   * review and inspect the Debtor's assets as may be requested
     from time to time by the Debtor;

   * consult with the Debtor and the Debtor's other retained      
     advisors as to the evaluation, valuation, and where
     appropriate, disposition of certain of the Debtor's
     leasehold interests or fee-owned properties; and

   * attend meetings, as requested, with the Debtor, its lenders,
     any official or unofficial committee of creditors that may
     be appointed, potential investors and other parties-in-
     interest.

The Debtors will pay Asset Disposition at these standard hourly
rates:

        Professional                   Hourly Rate
        ------------                   -----------
        Paul Traub (Principal)            $675
        Barry Gold (Principal)            $650
        Senior Consultants             $625 - $640
        Junior Consultants             $335 - $395
        Support Staff                  $100 - $175

Prior to the Petition Date, the Debtor provided a retainer to
Asset Disposition for $527,000.  A portion of the retainer --
$127,000 -- was applied to fees and expenses the firm incurred
prior to the Petition Date, leaving an unpaid retainer balance of
approximately $400,000.

The Debtor has selected Asset Disposition because it is an expert
in matters that will significantly enhance the value recovered
for the Debtor's assets designated for disposition through the
conduct of strategic store closings.

Mr. Traub, a principal of Asset Disposition, assures the Court
that his firm is a "disinterested person," as that phrase is
defined in Section 101(14) of the Bankruptcy Code as modified by
Section 1107(b).

                     About Levitz Furniture

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

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

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

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

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

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


LEVITZ FURNITURE: Court OKs Young Conaway as Conflicts Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave PLVTZ Inc., dba Levitz Furniture Inc., and its debtor-
affiliates interim authority to employ Young Conaway Stargatt &
Taylor, LLP, as conflicts counsel nunc pro tunc to the bankruptcy
filing.

As reported in the Troubled Company Reporter on Nov. 14, 2007, the
Debtors have selected Young Conaway because of the firm's
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under Chapter 11 of
the Bankruptcy Code.  

As conflicts counsel, Young Conaway will have the responsibility
to represent the Debtor on matters that may not be appropriately
handled by the Debtor's primary bankruptcy counsel -- Jones Day
-- because of a potential conflict of interest.

Young Conaway is expected to:

     * advise the Debtor regarding its powers and duties as a
       debtor-in-possession in the continued management and
       operation of its businesses and properties;

     * prepare and pursue confirmation of a plan and approval of
       a disclosure statement;

     * attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

     * take necessary actions to protect and preserve the
       Debtor's estate;

     * prepare legal documents necessary to the administration of
       the estate, on the Debtor's behalf,;   
       
     * advise the Debtor in connection with any potential sale of
       assets;

     * appear before the Court and any appellate courts to
       protect the interests of the Debtor's estate; and

     * provide other legal services and advice to the Debtor in
       connection with the case.

Under the terms of the engagement letter dated Nov. 6, 2007,
Young Conaway will be paid on an hourly basis and reimbursed of
expenses incurred in the rendition of services.  The firm already
received a $75,000 retainer and will hold the retainer until the
conclusion of its representation, pursuant to the engagement
letter.

The principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates are:

          Professional                  Rate
          ------------                  ----
          M. Blake Cleary, Esq.         $450
          Ian S. Fredericks, Esq.       $275
          Nathan D. Grow, Esq.          $250
          Kimberly Beck                 $165

M. Blake Cleary, Esq., at Young Conaway, in New York, assured the
Court that his firm is a disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

The firm can be reached at:

             Young Conaway Stargatt & Taylor LLP
             New York Office
             845 Third Avenue
             Suites 606 & 608
             New York, NY 10022
             Tel: (646) 290-5018
             Fax: (646) 290-5019
             http://www.youngconaway.com/

                     About Levitz Furniture

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

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

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

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

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

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


LIMITED BRANDS: Earns $12.1 Million in Period Ended November 3
--------------------------------------------------------------
Limited Brands reported $12.1 million of net income on
$1.9 billion net sales for the 13 weeks ended Nov. 3, 2007,
compared to $23.5 million of net income on $2.1 billion net sales
for 13 weeks ended Oct. 28, 2006.

Third quarter operating income was $61.1 million compared to
$66.5 million last year.

The company reported $329.4 million of net income on $6.8 billion
net sales for the 39 weeks ended Nov. 3, 2007, compared to last
year's $235.9 million net income on $6.6 billion.

                        Share Repurchase

In the third quarter, the company repurchased 14.6 million shares
of stock for $336 million, leaving $96 million remaining in its
current $250 million authorization.  The company also disclosed
that its Board of Directors has authorized an additional
$250 million share repurchase program.

                 November and Fourth Quarter Outlook

The company stated that it now expects negative mid-single digit
comparable store sales for November, versus its previous guidance
for flat comparable store sales.  It also expects fourth quarter
earnings per share of $0.90 to $1.05 versus $1.08 last year.  The
decline versus its previous guidance reflects issues related to
the opening of a new distribution center for Victoria's Secret
Direct and the challenging overall retail environment.  Last
year's earnings per share results include approximately $0.04
related to the 53rd week.

                        About Limited Brands

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of      
chicken, beef, and pork.  The company produces a wide variety of
protein-based and prepared food products, which are marketed
under the "Powered by Tyson(TM)" strategy.  The company has
operations in China, Japan, Singapore, South Korea, Taiwan, and
the United Kingdom.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Moody's Investors Service affirmed Tyson Foods Inc.'s ratings,
including its Ba1 corporate family rating and Ba1 probability of
default rating.  The rating outlook is negative.


LUXURY VENTURES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Luxury Ventures, L.L.C.
        27820 South Tamiami Trail, Suite 3
        Bonita Springs, FL 34134

Bankruptcy Case No.: 07-11224

Type of Business: Doing business as Henricks Jewelers, the Debtor
                  sells jewelry in retail.

Chapter 11 Petition Date: November 19, 2007

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Paul J. Battista, Esq.
                  Genovese, Joblove & Battista, P.A.
                  100 Southeast 2nd Street, 44th Floor
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
S.D.C. Designs, L.L.C.             $386,281
6 East 45th Street, Suite 901
New York, NY 10017

Spark Creations, Inc.              $251,441
10 West 46th Street
New York, NY 10036-4500

Epsilon Jewelry Corp.              $204,404
70 West 40th Street,
12th Floor
New York, NY 10018

Parr Media Group, Inc.             $198,558

Luxury Values Direct               $186,914

Willis Cowlishaw                   $171,250

Alexander Kalifano                 $147,640

L.J.N., Inc.                       $142,223

Baguette World                     $134,971

Lustre Diamonds                    $125,996

Emilio!                            $113,837

Kalencom Corporation               $112,706

Lau International                  $109,731

D.A. Gold                          $107,585

B.A.C.E. Group                     $100,000

Christopher Designs, Inc.           $98,022

Festina U.S.A.                      $93,372

Pronto Jewelry, Inc.                $90,895

Amden Jewelry, Inc.                 $88,535

Mr. Bracelet, Inc.                  $78,169


M FABRIKANT: Court Sets Dec. 7 as Administrative Expense Bar Date
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York set Dec. 7, 2007, as the Administrative Expense Bar Date
in M. Fabrikant & Sons Inc. and Fabrikant-Leer International
Ltd.'s bankruptcy cases.

Administrative expense proofs of claim must be filed, so as to be
received on or before Dec. 7, 2007, to one of these addresses:

If by mail:

     United States Bankruptcy Court
     Southern District of New York
     Re: M. Fabrikant & Sons Inc., el al., Claims Processing
     P.O. Box 5197, Bowling Green Station
     New York, NY 10274

If by hand delivery or overnight courier:

     United States Bankruptcy Court
     Southern District of New York
     Re: N, Fabrikant & Sons Inc., et al., Claims Processing
     One Bowling Green, Room 534
     New York, NY 10004

                       About M. Fabrikant

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


M&M MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: M & M Manufacturing Co., Inc.
        1000 Fowler Street
        Cortland, OH 44410

Bankruptcy Case No.: 07-42782

Chapter 11 Petition Date: October 31, 2007

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Andrew W. Suhar, Esq.
                  Melissa M. Macejko, Esq.
                  Suhar & Macejko, LLC
                  29 East Front Street, 2nd Floor
                  P.O. Box 1497
                  Youngstown, OH 44501-1497
                  Tel: (330) 744-9007
                  Fax: (330) 744-5857

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Hiney Printing LLC                 Trade Debt             $83,451
1034 Home Avenue
Akron, OH 44310-3577

Ranstand                           Trade Debt             $46,830
P.O. Box 2084
Carol Stream, IL 60132-2084

Rohrich Corporation                Trade Debt             $40,470
P.O. Box 4541
Akron, OH 44310-4541

Cohen & Company Ltd.               Trade Debt             $40,353

Chilson Manufacturing, Inc.        Trade Debt             $28,883

American Express                   Trade Debt             $28,103

Laird Plastics                     Trade Debt             $22,253

Transcontinental Hardware Inc.     Trade Debt             $22,138

Oliver Printing Company Inc.       Trade Debt             $20,920

Millie (Carmela) Marginian         Loan                   $20,000

MD Airfolis                        Trade Debt             $18,957

Kenco Electric Inc.                Trade Debt             $18,166

GBC Film Products Group            Trade Debt             $15,355

Nazdar-Cincinnati                  Trade Debt              $9,416

S&S Inc.                           Trade Debt              $9,383

Valley Containers, Inc.            Trade Debt              $8,848

Fowler Company                     Trade Debt              $6,354

Queen City Reprographics           Trade Debt              $6,187

Ohio Edison                        Utility Bill            $5,975

Mark Bric Display                  Trade Debt              $5,398


MANITOWOC CO: Prices Public Offering of 4MM Shares of Common Stock
------------------------------------------------------------------
The Manitowoc Company Inc. has priced a public offering of
4 million shares of its common stock was priced at $39.48 per
share to the public.  

The underwriting agreement for the offering does not provide an
option for the underwriter to purchase additional shares from the
company to cover over-allotments.  The company expects that the
closing of the offering and the delivery of the shares will occur
on Nov. 21, 2007.
    
Manitowoc expects to receive net proceeds from the offering of
approximately $156.9 million after deducting underwriting
discounts and estimated expenses of the offering. The company
intends to use the net proceeds of the offering to repay certain
funded indebtedness and for other general corporate purposes.
    
Morgan Stanley is acting as the sole book-running manager of the
offering.  The offering of securities may be made only by means of
a prospectus.  Copies of the prospectus can be obtained from:

     Morgan Stanley & Co. Incorporated
     No. 180 Varick Street
     New York, NY 10014

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting  
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a provider
of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.

                         *     *     *

Moody's Investors Service placed The Manitowoc Company's
corporate family and its probability of default ratings at 'Ba2'
in June 2007.  The ratings still hold to date with a stable
outlook.


MARGARET DEVLIN-WEINHEIMER: Case Summary & 18 Largest Creditors
---------------------------------------------------------------
Debtor: Margaret Devlin-Weinheimer
        aka Peggy Devlin
        8 Cotswold Lane
        San Antonio, TX 78257

Bankruptcy Case No.: 07-53087

Chapter 11 Petition Date: November 20, 2007

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Michael G. Colvard, Esq.
                  Martin & Drought, P.C.
                  2500 Bank of America Plaza
                  300 Convent Street
                  San Antonio, TX 78205
                  Tel: (210) 227-7591

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Michael Hiller                 Attorney Fees             $300,000
Hoover Slovacek, L.L.P.
5847 San Felipe, Suite 2200
Houston, TX 77057

Steven Bankler, C.P.A.         Account Balance           $220,000
9901 I.H. 10 West, Suite 670
San Antonio, TX 78230-2253

L.M. Smyth Enterprises, Ltd.   Account Balance           $130,000
1531 Crescent View
San Antonio, TX 78258

San Antonio Federal Credit     Account Balance            $33,442
Union

American Express Gold          Account Balance            $42,172
Card

Simeon Land Development,       Account Balance            $10,285
L.L.C.

Charles J. Muller, Esq.        Attorney Fees              $10,000

American Express               Account Balance             $7,096

American Express Optima        Account Balance             $7,015

Chase Freedom M.C.             Account Balance             $5,829

J. Ken Nunley, Esq.            Attorney Fees               $5,000
Nunley, Davis, Jolley, et
al.

G.M. Card                      Account Balance             $4,366

M.B.N.A. America Platinum      Account Balance             $4,182
Plus

Chase Bank                     Account Balance             $4,099

John Maher, Jr.                Attorney Fees               $2,500

Capital One                    Account Balance             $2,327

Chubb Insurance                Account Balance             $2,129

Auto Insurance                 Account Balance             $1,476


MASTR SPECIALIZED: S&P Puts Low-B Ratings on Three Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-3, M-4, and B mortgage pass-through certificates from
MASTR Specialized Loan Trust 2005-01.  Concurrently, S&P affirmed
its ratings on the four remaining classes from the same
transaction.
     
The lowered ratings reflect collateral performance that has eroded
available credit support during recent months.  As of the October
2007 remittance period, cumulative losses for this transaction
were 1.30% of the original principal balance, total delinquencies
were 26.63% of the current principal balance, and severe
delinquencies (90-plus-days, foreclosures, and REOs) were 16.12%
of the current principal balance.  Monthly realized losses for
this transaction have exceeded excess interest for six of the past
12 months.  The high levels of total and severe delinquencies in
this transaction indicate that losses will continue to outpace
excess interest and further erode the credit support.  The
overcollateralization level for this transaction is at
approximately 80% of the targeted amount.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.
     
Series 2005-01 is 31 months seasoned, and approximately 36.18% of
the original pool principal balance is outstanding.  A combination
of subordination, excess spread, and O/C provides credit support
for this transaction.  The underlying collateral for the series
consists of a mix of scratch-and-dent, reperforming,
nonperforming, document-deficient, and outside-the-guidelines
mortgage loans.


                        Ratings Lowered

              MASTR Specialized Loan Trust 2005-01
               Mortgage pass-through certificates

                                  Rating
                                  ------
                    Class      To         From
                    -----      --         ----
                    M-3        BB         BBB
                    M-4        B          BBB-
                    B          B-         BB

                        Ratings Affirmed

              MASTR Specialized Loan Trust 2005-01
               Mortgage pass-through certificates

                      Class          Rating
                      -----          ------
                      A-1, A-2       AAA
                      M-1            AA
                      M-2            A


MATTRESS GALLERY: Committee Selects Klehr Harrison as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Gallery Corp.
dba Mattress Gallery's chapter 11 case asks the U.S. Bankruptcy
Court for the District of Delaware for authority to retain
Klehr, Harrison, Harvey, Branzburg & Ellers LLP as its counsel,
nunc pro tunc to Nov. 8, 2007.

Klehr Harrison is expected, among others, to:

   a) assist, advise and represent the Committee in its
      consultation with the Debtor relative to the administration
      of these chapter 11 cases;

   b) assist, advise and represent the Committee in analyzing
      the Debtor's assets and liabilities, investigating the
      extent and validity of liens and participating in and
      reviewing any proposed asset sales or dispositions;

   c) attend meetings and negotiate with the representatives of
      the Debtor and secured creditors;

   d) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

   e) assist the Committee in the review, analysis and negotiation
      of any plan(s) of reorganization that may be filed and to
      assist the Committee in the review, analysis and negotiation
      of the disclosure statement accompanying any plan(s) of
      reorganization;

   f) assist the Committee in the review, analysis, and
      negotiation of any financing or funding agreements;

   g) take all necessary action to protect and preserve the
      interests of the Debtor's estate, including, without
      limitation, the prosecution, and defense, of actions on
      their behalf, negotiations concerning all litigation in
      which the Debtor is involved, and review and analysis of all
      claims filed against the Debtor's estate;

   h) generally prepare and file on behalf of the Committee all
      necessary motions, applications, answers, orders, reports
      and papers in support of positions taken by the Committee;

   i) appear, as appropriate, before this Court, the Appellate
      Courts, and other Courts in which matters may be heard and
      to protect the interests of the Committee before said Courts
      and the United States Trustee; and

   j) perform all other necessary legal services in these cases.

Klehr Harrison's professionals will bill at these normal hourly
rates:

                  Partners      $325 - $600
                  Associates    $205 - $325
                  Paralegals    $120 - $190

The principal attorneys and paralegal at Klehr Harrison designated
to represent the Committee and their current hourly rates are:

       Joanne B. Wills, Esq.        Partner         $525
       Richard M. Beck, Esq.        Partner         $450
       Michael W. Yurkewicz, Esq.   Associate       $300
       Melissa Hughes               Paralegal       $150

Ms. Wills assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The hearing to consider approval of the request has been set for
Dec. 13, 2007 at 2:00 p.m. Eastern Time.  Objections are due Dec.
6 at 4:00 p.m. Eastern Time.

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr.
D. Del. Case No. 07-11628). Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig, LLP, represent the Debtor
in its restructuring efforts.  The Debtor selected Kurtzman
Carson Consultants as its claim agent.  When the Debtor filed
for protection from its creditors, it listed total assets and
debts between $1 million and $100 million.


MATTRESS GALLERY: Plan Provides Capital Stock Conveyance to OMG
---------------------------------------------------------------
Gallery Corp. dba Mattress Gallery has submitted to the U.S.
Bankruptcy Court for the District of Delaware its Chapter 11
Plan of Reorganization and a Disclosure Statement explaining
that Plan.

                      Overview of the Plan

The Plan proposes to satisfy creditor claims to the extent
possible through the conveyance of the Reorganized Debtor's
capital stock to OMG Acquisition Corp., in exchange for
$6,750,000.  

The conveyance will occur on the effective date of the Plan.

As additional consideration for the acquisition of the capital
stock of the Reorganized Debtor, OMG Acquisition Corp. will also:

   a) waive any commitment fees due and owing under a postpetition
      credit agreement; and

   b) cancel a portion of its prepetition unsecured claims against
      the Debtor.

The Plan also contemplates the formation of a liquidation trust
established for the primary purpose of liquidating the Debtor's
assets.

                       Treatment of Claims

Under the Plan, the secured claim of Kimco Securities Corp.
will receive, on the effective date of the Plan, a cash
distribution equal to the amount of Kimco's allowed claim amount,
with interest at the non-default interest rate notwithstanding the
Debtor's prepetition defaults and Kimco's noticing of that
default.  Kimco's claim, which is approximately $4.1 million, is
secured by a perfected first priority lien on the Debtor's
prepetition assets as well as a lien on all of the Debtor's
postpetition assets.  

Other secured claim holders will receive, in full and final
satisfaction of their allowed claims, either:

   a) the collateral securing their claims; or

   b) payment in cash equal to the amount of the allowed
      amount of their secured claim.

Holders of unsecured claims of $1,000 or less will receive, in
full and final satisfaction of their claims, 80% of the allowed
claim amount, in cash, within 120 days after the effective date
of the Plan.  

General Unsecured Claims will receive, in full and final
satisfaction of such claims, pro rata share of funds on deposit in
the operating account maintained by the liquidation trust after
claims in the previous classes have been paid.

Prepetition equity interests in the Debtor will be canceled
and will not be entitled to any distribution under the Plan.

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr.
D. Del. Case No. 07-11628). Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig, LLP, represent the Debtor
in its restructuring efforts.  The Debtor selected Kurtzman
Carson Consultants as its claim agent.  When the Debtor filed
for protection from its creditors, it listed total assets and
debts between $1 million and $100 million.


MATTRESS GALLERY: Disclosure Statement Hearing Set for Dec. 13
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
will convene a hearing at 2:00 p.m. on Dec. 13, 2007, to consider
approval of the Disclosure Statement explaining Gallery Corp. dba
Mattress Gallery's Chapter 11 Plan of Reorganization.

At that hearing, the Court will determine the adequacy of the
information disclosed by the Disclosure Statement for purposes
of soliciting acceptances of the Plan.

Objections to the Disclosure Statement, if any, are due on Dec. 6,
2007, at 4:00 p.m.

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr.
D. Del. Case No. 07-11628). Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig, LLP, represent the Debtor
in its restructuring efforts.  The Debtor selected Kurtzman
Carson Consultants as its claim agent.  When the Debtor filed
for protection from its creditors, it listed total assets and
debts between $1 million and $100 million.


MAUMELLE HOUSING: Moody's Cuts Rating on $4.695MM Bonds to Ba2
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa1 the
rating on $4.695 million Maumelle Housing Development Corporation,
Taxable First Lien Refunding Revenue Bonds (Audubon Point
Apartments), Series 1991 A & B.  The rating downgrade is based on
the project's weak financial performance.  The outlook is stable
at this revised rating level.

Legal Security:

The bonds are secured by revenues derived from operations of
Audubon Point Apartments, a 203-unit project for elderly Section 8
tenants.  The bonds are further secured by other funds pledged
under the indenture.

Strengths:

According to the HUD Real Estate Assessment Center's review, the
project is physically well-maintained, and occupancy at the
project is high, averaging 98.5% for the first nine months of
2007. Stable occupancy at this level has resulted in strong and
consistent revenue over the past three years.

A 2007 market feasibility study shows very little competition for
low-income elderly housing in the Maumelle sub-market, and
occupancy at Audubon is expected to remain strong in the near
term.

There have been no taps to debt service reserves.  The Replacement
& Reserve account has a balance of $103,500, approximately $510
per unit.

Challenges:

Rental rates are just below HUD's Fair Market Rent for the area,
leaving the project little room for a significant boost to revenue
in the near term.

Utility expenses have grown at approximately 10% per year over the
past two years, driving expenses above a level that can be
supported by existing, static revenues.

Debt expense is high, and as operating expenses rise, Audubon's
thin debt service coverage levels continue to weaken.  The project
was operating at .95x coverage as of audited 2006 financials, down
from 1.07x coverage in 2005.  Some improvement of financial
performance is expected in 2007 based on Moody's review of
unaudited operating statements.  However, while the project is
likely to achieve 1.0x coverage this year, the margin remains
slim.

Outlook

The outlook on the bonds is stable at this revised rating level.  
The financial performance of the project has been relatively
consistent at the 1.0x coverage level, and it is expected to
continue to perform at this level in the near term.

What could change the rating - UP?

  -- Several periods of substantial debt service coverage
     growth.

What could change the rating - DOWN?

  -- Increase in expenses or any reduction in revenue that
     leads to a further deterioration of the debt service
     coverage level.


MELVIN HARTER: Files List of Six Largest Unsecured Creditors
------------------------------------------------------------
Melvin Harter Ministries Inc. filed with the U.S. Bankruptcy Court
for the Northern District of Arizona its list of six unsecured
creditors, disclosing:

      Entity            Nature of Claim        Claim Amount
      ------            ---------------        ------------
Waste Management        Business Debt               $7,000
PO Box 78251           
Phoenix, AZ 85062     

Labor Ready             Business Debt               $3,596
833 E. Fry Blvd #F    
Sierra Vista, AZ 85650

Berg's Heating          Business Debt               $3,440
4109 Monsanto         
Sierra Vista, AZ 85650

Ferrelgas               Propane                     $1,329

Jim's Electric          Business Debt               $1,926

STUART FAUVER ESQ       Business Debt                 $500

Headquartered in Hereford, Arizona, Melvin Harter Ministries Inc.
dba Miracle Valley Bible College, Miracle Valley Assisted Living
Home, Miracle Valley Mobile Home & RV Park, Miracle Valley
Childcare Center, Miracle Valley Church of God
-- http://www.miraclevalley.net/,http://www.melvinharter.com/,
http://www.miraclevalleybiblecoll.org/,and
http://www.miraclevalleyassistedliving.org/-- is a religious  
organization that operates a bible college, childcare center, and
senior care facility.  The Debtor filed for Chapter 11 protection
on Sept. 11, 2007 (Bankr. D. Ariz. Case No. 07-01751).  Dennis J.
Wortman, Esq. of Dennis J. Wortman, P.C. represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it has estimated assets and debts of
$1 million to $100 million.


MERRILL LYNCH: Fitch Holds 'B-' Rating on $3.7MM Class P Loans
--------------------------------------------------------------
Fitch Ratings has affirmed Merrill Lynch Mortgage Trust commercial
mortgage securities, series 2004-MKB1 as:

  -- $19.8 million class A-1 at 'AAA';
  -- $379.8 million class A-2 at 'AAA';
  -- $65 million class A-3 at 'AAA';
  -- $169.7 million class A-4 at 'AAA';
  -- $153.4 million class A-1A at 'AAA';
  -- Interest only class XC at 'AAA';
  -- Interest only class XP at 'AAA';
  -- $27 million class B at 'AAA';
  -- $11.0 million class C at 'AA';
  -- $25.7 million class D at 'A';
  -- $11.0 million class E at 'A-';
  -- $13.5 million class F at 'BBB+';
  -- $12.3 million class G at 'BBB';
  -- $11.0 million class H at 'BBB-';
  -- $3.7 million class J at 'BB+';
  -- $4.9 million class K at 'BB';
  -- $4.9 million class L at 'BB-';
  -- $4.9 million class M at 'B+';
  -- $2.5 million class N at 'B';
  -- $3.7 million class P at 'B-'.

Fitch does not rate the $13.5 million class Q.

The rating affirmations are the result of stable performance of
the pool.  As of the November 2007 distribution date, the pool's
aggregate principal balance has decreased 4.1% to $936.4 million
from $980 million at issuance. T en loans, 22% of the pool, have
defeased, including four of the top ten loans (16%).  Excluding
defeased loans, 25.1% of the remaining pool is scheduled to mature
in 2008, including the two largest loans which are interest-only.

The two largest loans in the pool, the Great Mall of the Bay Area
(16.1%) and Galileo Pool No. 2 (5.8%), are shadow-rated investment
grade.

The Great Mall of the Bay Area is secured by a 1.3 million square
foot retail mall located in Milpitas, Cslifornia.  The year-end
2006 Fitch stressed DSCR on the A-note was 1.46 times compared to
1.38x at issuance.  Mall occupancy was 84.3% as of June 2007
compared to 89.4% at issuance.  The Fitch stressed debt service
coverage ratio is calculated based on a Fitch adjusted net cash
flow and a stressed debt service based on the current loan balance
and a hypothetical mortgage constant.

The Galileo Pool No. 2 is secured by a portfolio of nine retail
centers located in eight states. Since issuance, seven properties
have been released and replaced with the expansion of one property
and addition of two properties.  The YE 2006 Fitch stressed DSCR
is 1.47x.  Occupancy has been stable; the weighted average
occupancy as of June 2007 is 96.2% compared to 96.6% at issuance.

There is currently one specially serviced asset (0.7%). The real
estate owned asset is secured by a 252-unit multifamily property
in Arlington, Texas.  Fitch expects losses on the specially
serviced asset upon liquidation to be absorbed by class Q.


MITCHELL MESSER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mitchell W. Messer
        Jennifer C. Messer
        7005 Flowes Store Road
        Concord, NC 28025

Bankruptcy Case No.: 07-51724

Chapter 11 Petition Date: October 31, 2007

Court: Middle District of North Carolina (Winston-Salem)

Judge: Thomas W. Waldrep Jr.

Debtors' Counsel: Edwin H. Ferguson, Jr., Esq.
                  P.O. Box 444
                  Concord, NC 28025-0444
                  Tel: (704) 788-3211

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its their 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
RBC Centura                                           $1,693,946
c/o Poiner & Spruill LLP
Attn: Constance L. Young
Charlotte, NC 28202

GE Capital Small Business       Judgment against        $255,461
Attn: William Wilson            husband only
Danbury, CT 06810

North Carolina Department of    Income tax              $109,000
Revenue
P.O. Box 25000
Raleigh, NC 27640-0045

Discover Financial              Credit card              $15,627

American Express                Credit card               $9,132

Bank of America                 Credit card               $8,236  

Financial Asset Mgmt.           Credit card               $5,330

Wells Fargo Financial           Credit card               $3,507

Associated Recovery Systems     Credit card               $3,492

American Honda Finance                                    $1,564

Healthcare Resource             Medical                   $1,554

Gregory Sowers                  Judgment against          $1,197
                                husband only

Medical Data Systems            Medical                     $761

Windstream                      Phone and internet          $750

NCO Financial                   Overdraft                   $679

Public Storage                  Storage                     $404

Tallent and Jackson             Appraisal                   $300

American Eagle Outfitters       Credit card                 $290

Professional Medical Adjustment Medical                     $241

Salisbury Dermatology           Medical                     $227


MORGAN STANLEY: Fitch Cuts Ratings on $117.2 Million Certs.
-----------------------------------------------------------
Fitch Ratings has taken rating actions on Morgan Stanley mortgage
pass-through certificates.  Affirmations total $1.99 billion and
downgrades total $117.2 million.  In addition, approximately $28.8
million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2005-HE1

  -- $52.7 million class A affirmed at 'AAA' (BL: 95.13, LCR:
     10.47);

  -- $53.1 million class M-1 affirmed at 'AA+' (BL: 78.99, LCR:
     8.69);

  -- $49.6 million class M-2 affirmed at 'AA' (BL: 62.58, LCR:
     6.89);

  -- $34.2 million class M-3 affirmed at 'AA-' (BL: 28.86, LCR:
     3.18);

  -- $29.1 million class M-4 affirmed at 'A+' (BL: 25.28, LCR:
     2.78);

  -- $25.7 million class M-5 affirmed at 'A' (BL: 22.25, LCR:
     2.45);

  -- $21.4 million class M-6 affirmed at 'A-' (BL: 19.83, LCR:
     2.18);

  -- $20.5 million class B-1 affirmed at 'BBB+' (BL: 17.54,
     LCR: 1.93);

  -- $14.5 million class B-2 affirmed at 'BBB' (BL: 15.94, LCR:
     1.75);

  -- $17.1 million class B-3 affirmed at 'BBB-' (BL: 14.54,
     LCR: 1.60).

Deal Summary

  -- Originators: New Century (40%), Option One (36%);
  -- 60+ day Delinquency: 22.29%;
  -- Realized Losses to date (% of Original Balance): 0.72%;
  -- Expected Remaining Losses (% of Current Balance): 9.09%;
  -- Cumulative Expected Losses (% of Original Balance): 2.66%.


Series 2005-HE2

  -- $33.1 million class A-1 affirmed at 'AAA' (BL: 84.01, LCR:
     9.64);

  -- $33.6 million class A-2 affirmed at 'AAA' (BL: 85.79, LCR:
     9.85);

  -- $46.5 million class A-3 affirmed at 'AAA' (BL: 81.48, LCR:
     9.35);

  -- $49.2 million class M-1 affirmed at 'AA+' (BL: 68.49, LCR:
     7.86);

  -- $44.4 million class M-2 affirmed at 'AA' (BL: 56.40, LCR:
     6.47);

  -- $28.6 million class M-3 affirmed at 'AA-' (BL: 29.93, LCR:
     3.44);

  -- $26.2 million class M-4 affirmed at 'A+' (BL: 26.22, LCR:
     3.01);

  -- $25.4 million class M-5 affirmed at 'A' (BL: 22.94, LCR:
     2.63);

  -- $22.2 million class M-6 affirmed at 'A-' (BL: 20.06, LCR:
     2.30);

  -- $19 million class B-1 affirmed at 'BBB+' (BL: 17.70, LCR:
     2.03);

  -- $15.8 million class B-2 affirmed at 'BBB' (BL: 15.87, LCR:
     1.82);

  -- $15.8 million class B-3 affirmed at 'BBB-' (BL: 14.37,
     LCR: 1.65).

Deal Summary

  -- Originators: Option One (42%), Decision One (22%);
  -- 60+ day Delinquency: 21.11%;
  -- Realized Losses to date (% of Original Balance): 0.74%;
  -- Expected Remaining Losses (% of Current Balance): 8.71%;
  -- Cumulative Expected Losses (% of Original Balance): 2.97%.

Series 2005-NC1

  -- $82.3 million class A affirmed at 'AAA' (BL: 85.25, LCR:
     11.12);

  -- $46.5 million class M-1 affirmed at 'AA+' (BL: 70.45, LCR:
     9.19);

  -- $30.8 million class M-2 affirmed at 'AA' (BL: 60.91, LCR:
     7.95);

  -- $21.7 million class M-3 affirmed at 'AA-' (BL: 53.63, LCR:
     7.00);

  -- $34.5 million class M-4 affirmed at 'A+' (BL: 26.58, LCR:
     3.47);

  -- $22.5 million class M-5 affirmed at 'A' (BL: 23.04, LCR:
     3.01);

  -- $15.7 million class M-6 affirmed at 'A-' (BL: 20.66, LCR:
     2.70);

  -- $23.2 million class B-1 affirmed at 'BBB+' (BL: 17.38,
     LCR: 2.27);

  -- $12.7 million class B-2 affirmed at 'BBB' (BL: 15.66, LCR:
     2.04);

  -- $19.5 million class B-3 affirmed at 'BBB-' (BL: 13.57,
     LCR: 1.77).

Deal Summary

  -- Originators: 100% New Century
  -- 60+ day Delinquency: 17.25%;
  -- Realized Losses to date (% of Original Balance): 0.77%;
  -- Expected Remaining Losses (% of Current Balance): 7.66%;
  -- Cumulative Expected Losses (% of Original Balance): 2.59%.

Series 2005-NC2

  -- $48 million class A affirmed at 'AAA' (BL: 93.07, LCR:
     8.11);

  -- $48.7 million class M-1 affirmed at 'AA+' (BL: 78.65, LCR:
     6.86);

  -- $44.2 million class M-2 affirmed at 'AA' (BL: 65.52, LCR:
     5.71);

  -- $24.7 million class M-3 affirmed at 'AA-' (BL: 39.68, LCR:
     3.46);

  -- $27 million class M-4 affirmed at 'A+' (BL: 25.09, LCR:
     2.19);

  -- $23.2 million class M-5 affirmed at 'A' (BL: 21.95, LCR:
     1.91);

  -- $22.5 million class M-6 affirmed at 'A-' (BL: 19.11, LCR:
     1.67);

  -- $18.7 million class B-1 affirmed at 'BBB+' (BL: 16.78,
     LCR: 1.46);

  -- $17.2 million class B-2 affirmed at 'BBB' (BL: 14.73, LCR:
     1.28);

  -- $16.5 million class B-3 affirmed at 'BBB-' (BL: 13.19,
     LCR: 1.15).

Deal Summary

  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 24.38%;
  -- Realized Losses to date (% of Original Balance): 0.63%;
  -- Expected Remaining Losses (% of Current Balance): 11.47%;
  -- Cumulative Expected Losses (% of Original Balance): 3.20%.

Series 2005-WMC2

  -- $37.5 million class M-1 affirmed at 'AA+' (BL: 87.38, LCR:
     8.41);

  -- $40.4 million class M-2 affirmed at 'AA' (BL: 37.11, LCR:
     3.57);

  -- $24.3 million class M-3 affirmed at 'AA-' (BL: 31.93, LCR:
     3.07);

  -- $21.1 million class M-4 affirmed at 'A+' (BL: 27.95, LCR:
     2.69);

  -- $21.8 million class M-5 affirmed at 'A' (BL: 24.36, LCR:
     2.35);

  -- $19.2 million class M-6 affirmed at 'A-' (BL: 21.45, LCR:
     2.07);

  -- $17.3 million class B-1 affirmed at 'BBB+' (BL: 18.90,
     LCR: 1.82);

  -- $14.7 million class B-2 rated 'BBB', placed on Rating
     Watch Negative (BL: 16.82, LCR: 1.62);

  -- $14.1 million class B-3 rated 'BBB-', placed on Rating
     Watch Negative (BL: 15.15, LCR: 1.46).

Deal Summary

  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 24.02%;
  -- Realized Losses to date (% of Original Balance): 0.89%;
  -- Expected Remaining Losses (% of Current Balance): 10.38%;
  -- Cumulative Expected Losses (% of Original Balance): 2.75%.

Series 2005-WMC3

  -- $7.1 million class A affirmed at 'AAA' (BL: 99.99, LCR:
     6.81);

  -- $33 million class M-1 affirmed at 'AA+' (BL: 87.65, LCR:
     5.97);

  -- $30 million class M-2 affirmed at 'AA' (BL: 70.21, LCR:
     4.78);

  -- $18.7 million class M-3 affirmed at 'AA-' (BL: 48.43, LCR:
     3.30);

  -- $17.2 million class M-4 affirmed at 'A+' (BL: 26.09, LCR:
     1.78);

  -- $15.7 million class M-5 affirmed at 'A' (BL: 23.19, LCR:
     1.58);

  -- $15.2 million class M-6 downgraded to 'BBB+' from 'A-'
     (BL: 20.37, LCR: 1.39);

  -- $12.8 million class B-1 downgraded to 'BBB' from 'BBB+'
     (BL: 18.05, LCR: 1.23);

  -- $11.8 million class B-2 downgraded to 'BB' from 'BBB' (BL:
     16.05, LCR: 1.09);

  -- $11.3 million class B-3 downgraded to 'BB' from 'BBB- (BL:
     14.48, LCR: 0.99).

Deal Summary

  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 29.53%;
  -- Realized Losses to date (% of Original Balance): 1.03%;
  -- Expected Remaining Losses (% of Current Balance): 14.68%;
  -- Cumulative Expected Losses (% of Original Balance): 4.03%.

Series 2005-WMC4

  -- $22.8 million class A affirmed at 'AAA' (BL: 97.7, LCR:
     6.15);

  -- $43.9 million class M-1 affirmed at 'AA+' (BL: 84.34, LCR:
     5.31);

  -- $38.3 million class M-2 affirmed at 'AA' (BL: 70.56, LCR:
     4.44);

  -- $24.4 million class M-3 affirmed at 'AA-' (BL: 61.70, LCR:
     3.88);

  -- $20.7 million class M-4 affirmed at 'A+' (BL: 35.67, LCR:
     2.24);

  -- $21.3 million class M-5 affirmed at 'A' (BL: 26.03, LCR:
     1.64);

  -- $18.8 million class M-6 downgraded to 'BBB+' from 'A-'
     (BL: 20.65, LCR: 1.30);

  -- $16.9 million class B-1 downgraded to 'BBB-' from 'BBB+'
     (BL: 18.19, LCR: 1.14);

  -- $15.7 million class B-2 downgraded to 'BB' from 'BBB' (BL:
     16.01, LCR: 1.01);

  -- $14.4 million class B-3 downgraded to 'B' from 'BBB- (BL:
     14.29, LCR: 0.90).

Deal Summary

  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 33.37%;
  -- Realized Losses to date (% of Original Balance): 1.05%;
  -- Expected Remaining Losses (% of Current Balance): 15.89%;
  -- Cumulative Expected Losses (% of Original Balance): 4.56%.

Series 2005-2

  -- $84.1 million class A affirmed at 'AAA' (BL: 79.01, LCR:
     5.71);

  -- $35.3 million class M-1 affirmed at 'AA+' (BL: 65.98, LCR:
     4.77);

  -- $25.7 million class M-2 affirmed at 'AA' (BL: 50.57, LCR:
     3.66);

  -- $17.9 million class M-3 affirmed at 'AA-' (BL: 48.90, LCR:
     3.54);

  -- $16.5 million class M-4 affirmed at 'A+' (BL: 43.36, LCR:
     3.14);

  -- $14.6 million class M-5 affirmed at 'A' (BL: 37.95, LCR:
     2.74);

  -- $14.6 million class M-6 affirmed at 'A-' (BL: 22.49, LCR:
     1.63);

  -- $12.4 million class B-1 affirmed at 'BBB+' (BL: 20.07,
     LCR: 1.45);

  -- $11.9 million class B-2 affirmed at 'BBB' (BL: 17.84, LCR:
     1.29);

  -- $10.1 million class B-3 affirmed at 'BBB-' (BL: 16.25,
     LCR: 1.18).

Deal Summary

  -- Originators: Meritage (42%), Wilmington (41%);
  -- 60+ day Delinquency: 25.36%;
  -- Realized Losses to date (% of Original Balance): 1.25%;
  -- Expected Remaining Losses (% of Current Balance): 13.83%;
  -- Cumulative Expected Losses (% of Original Balance): 5.32%.


MORGAN STANLEY: Fitch Lowers Ratings on Two Cert. Classes to B
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Morgan
Stanley issues:

Series 2002-AM3
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 downgraded to 'B' from 'BBB';
  -- Class B-2 remains at 'CC/DR3'.

Series 2004-NC2
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 downgraded to 'BB' from 'BBB-';
  -- Class B-4 downgraded to 'B' from 'BB+'.

Series 2004-NC7
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A';
  -- Class M-5 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BBB-'.

Series 2004-HE1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 downgraded to 'BB' from 'BBB-'.

Series 2004-HE6
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A';
  -- Class M-5 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 downgraded to 'BB' from 'BBB-'.

The mortgage loans consist of fixed- and adjustable-rate, 15- and
30-year mortgages extended to subprime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the October 2007 distribution date,
the pools are seasoned between 38 (2004-HE6) and 60 (2002-AM3)
months and have pool factors (current collateral balance as a
percentage of the initial balance) ranging from 9% (2002-AM3) to
20% (2004-HE6).

The loans are serviced by various servicers, including Countrywide
Home Loans, Inc. (rated 'RPS1-' by Fitch), Chase Home Finance, LLC
(rated 'RPS1' by Fitch), and HomEq Servicing Corps (rated 'RPS1'
by Fitch).  The AM series is backed by a majority of collateral
originated or acquired by Aames Capital Corporation.  The NC
series are backed by a majority of collateral originated or
acquired by New Century Capital Corporation.  The HE series are
backed by collateral originated or acquired from multiple sellers.

The affirmations, affecting approximately $756.4 million in
outstanding certificates, reflect adequate levels of credit
enhancement (CE) relative to expected losses.

The downgrades, affecting approximately $26.3 million, are the
result of deterioration in the relationship between CE and
expected losses.  All of the affected bonds have serious
delinquencies (loans delinquent more than 60 days, inclusive of
loans in foreclosure, bankruptcy, and real estate owned (REO)) of
between 16.22% (2004-NC2) and 18.50% (2002-AM3) and current
cumulative losses of between 0.89% (2004-NC2) and 2.60% (2002-
AM3).  In each of the affected transactions, losses have exceeded
excess spread for each of the last six months, depleting the CE of
the downgraded bonds.


MORGAN STANLEY: S&P Affirms 'BB' Rating on Class F Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and D commercial mortgage pass-through certificates from Morgan
Stanley Capital I Inc.'s series 1998-XL2.   Concurrently, S&P
affirmed its ratings on the remaining five classes from the same
transaction.
     
The upgrades and affirmations reflect the solid operating
performance of of the seven collateral properties securing the
pool, as well as increased credit enhancement levels.  Credit
enhancement levels have increased due to scheduled amortization
and partial payoffs for the Edens & Avant Pool I and II loans that
resulted from property releases.
     
As of Nov. 3, 2007, the trust collateral consisted of seven loans
secured by 28 collateral properties with an aggregate principal
balance of $660.7 million, compared with 41 properties with an
aggregate balance of $706.4 million at issuance.  The decrease in
the number of properties is due to collateral substitutions in the
Edens & Avant Pool I and II loans, as well as the partial
defeasance ($31.5 million) of these two loans.  The principal
balance of the overall pool has a 91% concentration in retail,
which includes four loans collateralized by regional malls and two
loans that are supported by neighborhood shopping and community
centers.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the loans,
and all were characterized as "good."  All of the loans in the
pool mature within 12 months.
     
The master servicer, Midland Loan Services Inc., reported three
loans ($316.8 million, 48%) on its watchlist. Details are:

     -- Crystal Plaza IV ($58.8 million, 9%) is the smallest
        loan in the pool, secured by a leasehold interest in an
        11-story, 466,369-sq.-ft. class A office building built
        in 1988 in Crystal City, Virginia.  Occupancy declined
        to 51% as of June 30, 2006, after the largest tenant,
        US Airways (44% of net rentable area), vacated the
        property when its lease expired in March 2006.  
        Occupancy has since improved to 72% (as of June 30,
        2007).  Based on historical occupancy of the property
        and current market conditions, Standard & Poor's
        stabilized loan-to-value ratio is 74.4%.

     -- Grapevine Mills, the largest loan in the pool ($145.5
        million, 22%), is secured by a 1.24 million-sq.-ft.
        value-oriented regional mall in Grapevine, Texas, which
        is in the Dallas/Fort Worth metropolitan statistical
        area.  The anchors include J.C. Penney, Burlington Coat
        Factory, and AMC Theatres.  Occupancy was 97% as of
        June 30, 2007, and the reported year-end 2006 debt
        service coverage was 1.97x.  In-line sales for the
        trailing 12 months ended March 31, 2006, were $321 per
        sq. ft.  The loan is on the watchlist because the
        borrower has not provided quarterly operating
        statements.  

     -- Edens & Avant Pool I ($112.5million, 17%), the second-
        largest loan in the pool, is secured by 12 neighborhood
        and community shopping centers in Connecticut, Indiana,
        Ohio, Massachusetts, New York, and Tennessee totaling
        1.96 million sq. ft.  Anchors include Marshalls, Stop &
        Shop, and Staples.  Year-end 2006 DSC and occupancy
        were 3.01x and 93%, respectively.  The loan appears on
        the watchlist because one anchor tenant is dark,
        although it is still paying rent through its lease
        expiration on April 30, 2011.

The remaining four loans are:

     -- Mall of New Hampshire ($94.9 million, 14.4%) is the
        third-largest loan in the pool, secured by 329,913 sq.
        ft. of a 793,533-sq.-ft. mall in Manchester, New
        Hampshire.  Anchors include Filene's Basement, Sears,
        and J.C Penney, all of which own their own stores.  
        Reported in-line sales were $421 per sq. ft. as of
        Sept. 30, 2007. Reported year-end 2006 occupancy was
        92%, and year-end 2006 DSC was 1.76x, up from 1.58x at
        year-end 2005.

     -- Westside Pavilion ($92.2 million, 14%), the fourth-
        largest loan in the pool, is secured by 443,723 sq. ft.
        of a 755,701-sq.-ft. regional mall in West Los Angeles,
        California.  Anchors include Nordstrom, Macy's Home,
        and Macy's.  In-line sales per sq. ft. were $483 as of
        Aug. 31, 2007.  Reported year-end 2006 occupancy and
        DSC were 96% and 1.98x, respectively.

     -- The Northtown Mall loan ($74.3 million, 11%) is secured
        by 709,870 sq. ft. of a 952,262-sq.-ft. regional mall
        in Spokane, Washington.  The mall was built in 1955,
        renovated in 1997, and underwent an extensive expansion
        in 2005.  Kohl's recently purchased the space that
        Mervyns previously owned.  Reported year-end DSC was
        1.68x, and occupancy was 92%.

     -- The Edens & Avant Pool II loan ($51 million, 8%) is
        secured by 11 neighborhood and shopping centers in
        Alabama, Florida, Georgia, Mississippi, North Carolina,
        South Carolina, and Virginia totaling 1.2 million sq.
        ft. Anchors include Wal-Mart, Home Depot, and Kmart.  
        Year-end DSC was 3.09x, and occupancy was 89%.
     
Standard & Poor's revalued the collateral securing the loans as
part of its analysis.  S&P's analysis supports the raised and
affirmed ratings.

                         Ratings Raised
   
                 Morgan Stanley Capital I Inc.
Commercial mortgage pass-through certificates series 1998-XL2

                                Rating
                                ------
                       Class  To     From
                       -----  --     ----
                       C      AAA    AA+
                       D      AA-    A
     
                        Ratings Affirmed
   
                  Morgan Stanley Capital I Inc.
Commercial mortgage pass-through certificates series 1998-XL2

                        Class     Rating
                        -----     ------
                        A-2       AAA
                        B         AAA
                        E         BBB
                        F         BB
                        X         AAA


MOVIE GALLERY: Court Okays Amended Auction and Bid Procedures
-------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved the amended auction and bid
procedures proposed by Movie Gallery Inc. and its debtor-
affiliates.

In his third amended order, Judge Tice held that:

   -- the auction may be continued without further notice to
      creditors or parties-in-interest other than by (a)
      announcement of the adjournment at the Auction or (b)
      written notice served on the 2002 Core Group list, and all
      non-Debtor parties to the relevant Leases;

   -- the Debtors effect consultations relating to the auction
      procedures with:

         * the Official Committee of Unsecured Creditors; and
         * the lenders' agent under the Secured Superiority DIP
           Credit and Guaranty Agreement; and

   -- subject to Court approval, the Debtors are authorized, in
      their sole discretion, to:

       (i) assume all Leases necessary to complete the           
           transactions contemplated by the Auction;
  
      (ii) select the bidder based on the second-highest or the
           second-best bid for the Leases; and

     (iii) enter into agreements relating to Lease termination or
           sale of designation rights.

Pursuant to Section 365(k) of the Bankruptcy Code, the Debtors
will have no further liability for any breach of a Lease
occurring after the closing of a sale, transfer, termination,
assignment or other transaction for the Lease.

Judge Tice further ruled that subject to Court approval, any
executed Sale Agreement constitutes a sale, free and clear of any
interest including, without limitation, any liens, claims or
encumbrances upon the Leases.

A purchaser under any executed Sale Agreement will also be
entitled to the protections afforded to good-faith purchasers,
pursuant to Section 363(m) of the Bankruptcy Code and subject to
Court approval.

Judge Tice will convene a hearing on Nov. 28, 2007, at 2:00 p.m.,
prevailing Eastern Time, to consider entry of one or more orders
authorizing and approving the relief sought by the Debtors that is
not granted including approval of the sale agreements, the sale of
designation rights, and the lease termination agreements.

Parties have until Nov. 26, 2007, at 4:00 p.m., prevailing
Eastern Time, to file objections to the sale of Designation
Rights, the Sale Agreements, and the Lease Termination Agreements
and any other disposition of the Leases.

                More Parties File Cure Objections

More than 90 Landlords filed additional objections to the cure
amounts reflected by the Debtors in their notice of disposition
of interests in certain nonresidential real property leases.

The Landlords include:

   * Widewaters Garner Company, LLC;
   * Walgreen Eastern Co., Inc.;
   * Renewal Willingsboro, LLC;
   * Sunset Lakes Shops, Ltd.;
   * Southtown Shopping Center;
   * Frankwood LLC/Louisville Market Street Realty, LLC;
   * SVF Waldorf, LLC;
   * Palms Associates;
   * Century Plaza Corporation;
   * Equity One (Point Royale) Inc.;
   * Equity One (Concord) LLC;
   * Boynton Plaza Shopping Center, Inc.;
   * Equity One (Northeast Portfolio) Inc.;
   * Equity One (Southeast Portfolio) Inc.;
   * Norriton Retail, LP;
   * Clyde R. Gibb, a lessor of Hollywood Video Store;
   * Westwood Financial Corporation;
   * RREEF Management Company;
   * Centro Properties Group;
   * Developers Diversified Realty Corporation;
   * Regency Center LP;
   * Trails Village Center Company;
   * RD Investment Virginia, L.L.C.;
   * JCE Properties, LLC;
   * Peak Canton Properties, LLC;
   * Southern Development of Mississippi, Inc.;
   * James D. Johnson and Connie Sue Lemmon-Johnson;
   * GR/Fenkell Associates, LLC;
   * Julian Cohen and Stephen R. Weiner, Trustees of Malway
     Realty Trust;
   * JCE Properties Waterloo, LLC;
   * Holiday CVS, L.L.C., also known as CVS EGL 358 GL, LLC;
   * DIM Vastgoed, N.V.;
   * King Entertainment, Inc.;
   * Sembler H. V. Partnership #1, Ltd.;
   * Holiday Park Plaza; Ltd.;
   * 5900 NW 183rd St., LLC;
   * Kenneth C. Rinker Revocable Trust;
   * Christopoulos Properties;
   * QRP Missouri, LLC; and
   * Excel Enterprise, LLC

In separate filings, 13 Landlords notified the Court that they  
withdraw their (i) objections to the Debtors' proposed cure
amounts and (ii) requests to vacate the Bid Procedures Order,
based on agreements reached with the Debtors:

   * Kimco Realty Corporation and Gibraltar Management;
   * West Acres LLC;
   * Centre at Woodstock, LLC;
   * The Macerich Company, RREEF Management Company;
   * West Valley Properties;
   * Westwood Financial Corporation;
   * Watt Management Company;
   * Sywest Development;
   * Primestor Los Jardines, LLC;
   * J.H. Snyder Company;
   * Sol Hoff Company, LLC;
   * Beverly Wilcox Properties, LLC; and
   * GE Commercial Finance Business Property Corporation

                        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: Judge Tice Approves Lease Rejection Procedures
-------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved Movie Gallery, Inc. and its
debtor-affiliates' the expedited procedures for rejecting
executory contracts and unexpired non-residential real property
leases.

Judge Tice approved the procedures in its entirety, provided that:

   (a) use of the Procedures is subject to the terms of the
       secured, superpriority DIP Credit and Guaranty Agreement        
       dated as of October 16, 2007; and

   (b) the agents and lenders under the Agreement will not be
       required to object to any proposed rejection to preserve
       their rights and remedies under Agreement -- it being
       specifically understood that the approved rejection does
       not modify the Agreement in any respect.

Prior to the Court's approval of the Lease Rejection Procedures,
various Landlords filed objections including:

   -- West Acres, LLC and Centre at Woodstock,LLC;

   -- Applewood, LLC, Yorkshire Village Properties, LLC, Swansea
      Realty Investments, LLC, Clinton Parkway Center, LLC,
      Estate of Rowland C. Cobb, Raoul J. Freeman and Ellen A.
      Freeman, Trustees of the Raoul and Ellen Freeman Family
      Trust Dated November 3, 1983, PKS Development, Inc., VNO
      3098 Long Beach Road LLC, RNY Binns, LLC, RWP Toppenish,  
      LLC, Bowling Green Plaza, LLC, Courthouse Ventures, LLC,
      Madison Plaza, LLC, and Kilmarnock Partners Limited
      Partnership;

   -- North Main Blacksburg, L.L.C.; and

   -- SEMLAK, LLC, Imperial 1999, LP, Century Associates
      Auburndale, LLC, Cedav, Associates, Widewaters
      Connellsville Company, LLC, Princeton (East River) WMS,
      LLC, Blue Field (Ridgeview) WMS, LLC, and Lexington (East
      Towne) WMB, LLC.

The Landlords asserted, among others, that (i) the Debtors'
proposed 10-day response time with respect to the rejection of
various leases should be extended pursuant to Rule 9014 of the
Federal Rules of Bankruptcy Procedure, (ii) include in any notice
of rejection the uncontested portion of the prepetition claim of
each Landlord, who will then have the authority to exercise a
right of off set up to the amount of the uncontested claim.

Objections that are not withdrawn, waived, or settled are
overruled on the merits.

                        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: Wants to Reject 400 Contracts and Leases
-------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates notify various
parties-in-interest that they are rejecting about 400 executory
contracts and unexpired leases, pursuant to procedures approved by
the U.S. Bankruptcy Court for the Eastern District of Virginia.

The Leases include:

   Lessor/Sublessor       Store Address          Rejection Date
   ----------------       -------------          --------------
   101 Kappa Drive        2719 Brodhead Rd.
   Associates #1          Aliquippa, PA             11/13/07

   1996 Pavillion         261 Old York Rd.
   Associates, LP         Jenkintown, PA            11/13/07

   212 Northside          212 W. Northside Dr.
   Drive LLC              Jackson, MS               11/13/07

   2468 Group Inc.        4141 S. Salina St.
                          Syracuse, NY              11/13/07

   255 Mall, LLC  25503   Union Tpke
                          Glen Oaks, NY             11/12/07

   3130 North Rock 3130   North Rock Road
   L.L.C.                 Wichita, KS               11/13/07

   3815 NORTH HURON, LLC  3853 North Huron Road
                          Pinconning, MI            11/13/07

   5900 N.W. 183rd        5900 NW, 183rd St.
   Street, LLC            Miami, FL                 11/18/07

   7 & 41, LLC            2499 West Highway 7
                          Excelsior, MN             11/13/07

   75 LaGrange, LP        71 S, La Grange Rd.
                          La Grange, IL             11/13/07

A full text copy of the contract and lease rejection schedule is
available for free at:

              http://researcharchives.com/t/s?2593

If written objections are not timely filed and served to the
rejection of a designated contract or lease, the Court may deem
any opposition waived, treat the rejection as conceded, and enter
an order rejecting the contracts or lease without further notice
or hearing.

Parties must file objections within 10 days after the date of
service of the rejection notice.

                        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.


N-45 FIRST: Moody's Lifts Rating on $6.275MM Certs. to Ba2
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of three classes of N-45 First CMBS Issuer
Corp. 2000-2 as:

  -- Class A, $60,084,548, affirmed at Aaa
  -- Class B, $5,648,000, affirmed at Aaa
  -- Class C, $6,902,000, upgraded to Aaa from Aa2
  -- Class D, $7,530,000, upgraded to Aaa from A2
  -- Class E, $8,785,000, upgraded to A2 from Baa3
  -- Class F, $6,275,000, upgraded to Ba2 from B1
  -- Class IO, Notional, affirmed at Aaa

As of the November 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 61.1%
to $97.7 million from $251.05 million at securitization.  The
Certificates are collateralized by 22 mortgage loans ranging in
size from less than 1.0% to 12.0% of the pool, with the top 10
loans representing 72.7% of the pool.  To date the pool has not
experienced any losses and no loans have defeased.  There are no
loans in special servicing or on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
100.0% of the pool.  Moody's loan to value ratio is 53.3%,
compared to 62.1% at Moody's last full review in January 2006 and
compared to 72.3% at securitization.  Approximately 73.6% of the
loans are recourse to the borrowers.  Moody's is upgrading Classes
C, D, E and F due to increased subordination levels and improved
overall pool performance.

The top three loan exposures represent 37.3% of the outstanding
pool balance.  The largest loan group consists of the CIBC
Building Loan and the Barrington Place Loan ($14.1 million --
14.4%), two cross collateralized loans secured by properties in
Halifax, Nova Scotia.  The CIBC Building Loan is secured by a
204,810 square foot office property.  As of March 2007 the
property was 93.0% leased, compared to 91.0% at last review and
compared to 95.0% at securitization.  The Barrington Place Loan is
secured by an 184,000 square foot retail property.  As of March
2007 the property was 96.0% leased, compared to 95.0% at last
review and compared to 96.0% at securitization.  The loans have
amortized by approximately 20.5% since securitization.  Moody's
LTV is 50.1%, compared to 61.0% at last review and compared to
74.2% at securitization.

The second largest exposure is the 6715 and 6725 Airport Road Loan
($11.7 million - 12.0%), which is secured by a 231,000 square foot
office property located approximately 14 miles southwest of
Toronto in Mississauga, Ontario.  As of May 2007 the property was
94.0% leased, compared to 85.0% at last review and compared to
97.0% at securitization.  The loan has amortized by approximately
14.5% since securitization.  Moody's LTV is 64.6%, compared to
77.3% at last review and compared to 86.0% at securitization.

The third largest exposure is the 555, 604 and 664 rue Deslauriers
Loan ($10.6 million - 10.8%), which is secured by a 529,000 square
foot industrial property located in Saint-Laurent, Quebec.  As of
March 2007 the property was 100.0% occupied, compared to 96.0% at
last review and compared to 98.0% at securitization.  The loan has
amortized by approximately 20.8% since securitization.  Moody's
LTV is 59.3%, compared to 63.1% at last review and compared to
82.4% at securitization.


NASH FINCH: S&P Holds 'B+' Rating and Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Nash
Finch Co. to stable from negative.  At the same time, S&P affirmed
the Minneapolis, Minnesota-based company's 'B+' corporate credit
and other ratings.  This action reflects stabilized operating
performance, improved credit metrics and adequate liquidity.
      
"While credit metrics have strengthened, we anticipate they will
likely decline from current levels," said Standard & Poor's credit
analyst Stella Kapur, "with leverage increasing by around half a
turn, given management's revised financial policy of managing to a
2.5x-3.0x unadjusted debt-to-EBITDA
target."


NICHOLS BROTHERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nichols Brothers Boat Builders, Inc.
        5400 Cameron Road
        Freeland, WA 98249

Bankruptcy Case No.: 07-15522

Type of Business: The Debtors provide expertise in the
                  construction of steel and aluminum vessels.
                  See http://www.nicholsboats.com/

Chapter 11 Petition Date: November 16, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: David C. Neu, Esq.
                  Marc L. Barreca, Esq.
                  Kirkpatrick & Lockhart Preston Gates Ellis,
                  L.L.P.
                  925 4th Avenue, Suite 2900
                  Seattle, WA 98104-1158
                  Tel: (206) 370-8125

Total Assets: $3,413,495

Total Debts: $43,949,987

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hornbeck Offshore              Customer              $20,000,000
Sevices, L.L.C.                Contract
103 Northpark Boulevard,
Suite 300
Covington, LA 70433

Minette Bay Ship               Customer              $3,300,000
Docking, Ltd.                  Contract
P.O. Box 193 Kitimat
B.C., Canada V8C 2G7
Tel: (250) 624-6273

Water Transit Authority        Customer              $1,500,000
Pier 9, Suite 111              Contract
San Francisco, CA 94111
Tel: (415) 291-3377

N.C. Machinery Co.             Trade debt            $1,204,998
P.O. Box 58201
Tukwila, WA 98138-1201
Tel: (425) 251-5877

Bay Delta Navigation, Inc.     Customer              $800,000
Pier 15 - The Embarcadero      Contract
San Francisco, CA 94111
Tel: (415) 693-5800

State Board of Equalization    Taxes                 $670,000
P.O. Box 942879
Sacramento, CA 94279-8001

A.L.M.A.                       Insurance             $609,000
3838 North Causeway,
Suite 2424
Metaire, LA 70002
Tel: (888) 285-2562

R.G.W.T., Inc.                 Customer              $465,000
C/O Catalina Express           Contract
310-519-7971 x 1002
Berth 95
San Pedro, CA 90731

Pacific Dawn                   Customer              $450,000
2324 Northwest 90th Street     Contract
Seattle, WA 98217
Tel: (206) 297-2737

Seaport Steel I.S.S.C.,        Trade debt            $349,334
Inc.
3660 East Marginal Way S.
Seattle, WA 98134
Tel: (425) 443-6110
(cellular)

Garvey Schubert & Barer        Legal Services        $185,907

Glosten Associates             Trade debt            $174,370

Puget Sound Pipe & Supply      Trade debt            $162,500

Washington Department of       Taxes                 $158,579
Revenue

Markey Machinery Co.           Trade debt            $98,454

Water Techonics                Trade debt            $80,842

Jensen Maritime Consultant     Trade debt            $59,915

Alaskan Copper & Brass         Trade debt            $58,162

Smith Berger Marine, Inc.      Trade debt            $52,500

Airgas-Nor Pac, Inc.           Trade debt            $44,883


NELLSON NUTRACEUTICAL: Wants to Continue Using Cash Collateral
--------------------------------------------------------------
Nellson Nutraceutical Inc. asks the U.S. Bankruptcy Court for the
District of Delaware finaly approval to used cash collateral
securing its obligations to UBS AG and other prepetition lenders.

The Debtor tells the Court that since it has sold substantially
all of its assets and no longer have an operating business, the
Debtor anticipates that UBS and the Informal Committee of First
Lien Lender will agree to its proposed stipulation.

Under the stipulation, the Debtor will have authority to continue
to use cash collateral for negotiating and proposing a chapter 11
liquidating plan, continuing the process of claims resolution and
asset recovery, and winding up the estates' remaining affairs.

In return, the Debtor proposes that secured creditors will
continue to have adequate protection.

UBS and the Informal Committee have consented to the Debtor's use
of their cash collateral only for the month of November 2007.

                   About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.


NELLSON NUTRACEUTICAL: Court OKs Litigation Pact Filing Under Seal
------------------------------------------------------------------
Nellson Nutraceutical Inc. obtained authority from the United
States Bankruptcy Court for the District of Delaware to file under
seal a litigation agreement it entered with the purchaser of
substantially all of its operating assets.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
the Debtor said that the litigation agreement contains various
agreements regarding matters that are currently the subject of
pending litigation, as well as certain descriptions of the
Debtor's litigation strategies and theories.

The Debtor believed that it would be extremely prejudicial to the
estates for the information to become available to defendants in
litigation.

The Debtor obtained Court authority to sell its business to a
group consisting of the Debtor's first-lien creditors after an
auction conducted on Aug. 22, 2007, which transaction closed on
Oct. 3, 2007.

The group consists of creditors Citigroup Inc., Goldman Sachs
Group Inc., MetLife Inc., and New York Life Insurance Co.  The
group also includes some hedge funds like MainStay Floating Rate
Funds, Endurance CLO, Flatiron Capital Management and Archimedes
Funding.

After the Debtor insisted that an auction be conducted, the group
put up a bid.  The group offered debt plus $66 million in cash and
outbid two other offers.

The unsecured creditors had argued the sale order should include a
provision that $8.25 million of the sale proceeds should be set
aside for them.  Judge Sontchi however commented that the
provision didn't belong in the sale order.

                   About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.


NEW CENTURY: Asks Court to Enforce Automatic Stay vs. the IRS
-------------------------------------------------------------
New Century TRS Holdings Inc., New Century Financial Corp., and
their direct and indirect subsidiaries ask the United States
Bankruptcy Court for the District of Delaware to enforce the
automatic stay against the U.S Internal Revenue Service.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the Court that a corporate
taxpayer sustaining an operating net loss in a tax year is
entitled to carry that loss back to a prior profitable taxable
year, and reduce the taxable income in that year, as provided by
Section 172 of the Tax Code.  A tax reduction results from the
income reduction, and a corresponding refund to the taxpayer.

The taxpayer can claim that refund by filing a Form 1139
Application with the IRS, pursuant to Section 6411 of the Tax
Code.

According to Mr. Samis, the Debtors claimed a net operating loss
carryback from the taxable year 2006 to 2004, resulting in a
$66,000,000 allowable tax refund.  The Tax Refund is currently
credited and reflected as allowed in the Debtors account with the
IRS.

The Debtors have timely submitted their Form 1139, Mr. Samis
notes, but the IRS has failed to release the Tax Refund.  The IRS
claims that it is entitled to withhold the Tax Refund, based on
recent regulations changing the long-held interpretation of
Section 6411 of the Tax Code.

Mr. Samis insists that it is a violation of Section 7805(b) of
the Tax Code for the IRS to attempt to issue a regulation that
has a retroactive effect, absent certain circumstances.   
Therefore, neither the new regulations nor the IRS rulings can
support withholding the Tax Refund, Mr. Samis points out.

Furthermore, Mr. Samis asserts, withholding the Tax Refund is a
violation of Section 362(a)(3) of the Bankruptcy Code, which
prohibits a non-debtor from exercising control over property of a
debtor's estate.  According to Mr. Samis, the IRS has not
established an assessed liability or a pending action over the
Debtors' outstanding tax liability, hence, it could not set off
against any pending refunds.

Accordingly, the Debtors ask the Court to direct the release of
the Tax Refund without further delay.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


NEW CENTURY: D. Rubio Objects to Termination of Captive Policies
----------------------------------------------------------------
Daniel J. Rubio, John Hicks, David Vizcarra, object to the
termination of the "captive" insurance policies, and ask the
United States Bankruptcy Court for the District of Delaware to  
deny the motion, or order that NCMC Insurance Corporation
segregate $1,000,000 for paying the claims of Rubio, et al.

In the alternative, Rubio, et al., request that NCMC Insurance
provide an accounting to identify all of its known claimants, and
an amount be segregated for those claims.

As reported in the Troubled Company Reporter on Nov. 8, 2007,
New Century Financial Corp. and its debtor-affiliates asked the
United States Bankruptcy Court for the District of Delaware for  
authority to terminate all of the remaining contractual
obligations of NCMC Insurance Corporation, a wholly owned
subsidiary of New Century Mortgage Corporation, under "captive"
insurance policies entered into by the Debtors and NCMC Insurance.  
In this regard, the Debtors seek relief from the automatic stay.

On Aug. 27, 2007, Rubio, et al., filed a $67,115,128 class
proof of claim against New Century Mortgage Corporation for
violations of the Fair Labor Standards Act.  Rubio, et al., on
behalf of a class of more than 1,200 employees, are plaintiffs to
a lawsuit seeking to recover from NCMC unpaid overtime wages and
compensation due to the Debtor's failure to provide statutorily
mandated and rest periods to its employees before the bankruptcy
filing.  The lawsuit is pending in the U.S. District Court for the
Central District of California.

Karen C. Bifferato, Esq., at Connolly Bove Lodge & Hutz LLP, in
Wilmington, Delaware, states that under the Hawaii corporate law,
the known claims against a captive insurance company, such as
NCMC Insurance, must be resolved before the assets are
distributed to stockholders.

The Debtors' request is an "end run" around the appropriate
dissolution procedure, Ms. Bifferato insists, and claimants
having a claim must be addressed before the company is dissolved.

According to Ms. Bifferato, the Debtors' request indicates that
deductibles covered by NCMC Insurance was $1,000,000 in the 2006-
2007 policy year, within which the action commenced by Rubio, et
al., was filed.  Thus to adequately "reserve" for the Rubio
Action, $1,000,000 should be segregated to settle or pay the
claims of Rubio, et al., she asserts.

Additionally, Ms. Bifferato points out that NCMC Insurance holds
a general unsecured claim for $1,562,143, which the Debtors'
request seeks to satisfy.  Rubio, et al., maintain that the
Debtors are proposing unequal treatment of creditors, and for
this the motion should be denied.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


NEW COMMUNITY: Files List of Four Largest Unsecured Creditors
-------------------------------------------------------------
The New Community Baptist Church Inc. filed with the U.S.
Bankruptcy Court for the  Southern District of Texas its list of
unsecured creditors, disclosing:

   Entity                   Nature of Claim        Claim Amount
   ------                   ---------------        ------------
James C. Mize, Trustee                             $1,650,000         
Post Office Box 210156
West Palm Beach, FL

Internal Revenue Service     Taxes                    $91,039
1919 Smith Street
Stop 5025 Hou
Houston, TX 77002

Harris County, Texas         Taxes                    $12,000
Paul Bettencourt
Tax Assessor-Collector
P.O. Box 4663
Houstoin, TX 77210-4663

Intercontinental Houston      Reception Services        $1,602

Headquartered in Houston, Texas, The New Community Baptist Church
Inc. is a religious organization.  The Debtor filed for Chapter 11
protection on August 31, 2007, (Bankr. S.D. Tex. Case No.
07-35897).  Jermaine Savoy Thomas, Esq. of Barnes and Turner
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it has estimated
assets and debts of $1 million to $100 million.


OLIN CORP: Completes $380 Mil. Metal Biz Sale to Global Brass
-------------------------------------------------------------
Olin Corporation has completed the sale of its Metals business to
Global Brass and Copper Inc., an affiliate of KPS Capital Partners
LP.  In connection with the sale, Olin expects to realize
approximately $380 million in net after tax proceeds.

The sale includes all of the company's worldwide Metals
operations, including its manufacturing facilities in East Alton,
Illinois; Montpelier and Bryan, Ohio; Waterbury, Connecticut; and
Cuba, Missouri, as well as its A. J. Oster metals service centers.

On Oct. 15, 2007, Olin Corporation signed a definitive agreement
to sell its Metals business to GBC for a purchase price of $400
million.  The price, which is payable in cash, is subject to a
customary working capital adjustment.  

The company expects to recognize a loss of approximately
$140 million, based on an estimated Sept. 30, 2007, balance sheet,
in conjunction with this transaction.

              About Global Brass and Copper Inc.
    
Global Brass and Copper Inc. is a manufacturer and distributor of
copper and copper-alloy sheet, strip, plate, foil, rod and
fabricated components in North America.  The company employs
over 2,000 employees, and operates manufacturing facilities in
East Alton, Illinois; Montpelier and Bryan, Ohio; Waterbury,
Connecticut; and Cuba, Missouri, and operates joint ventures in
Japan and China. The company also operates A.J. Oster.  GBC and
its subsidiaries sell products under the Olin Metals, Olin Brass,
and Chase Brass brand names.
    
                    About Olin Corporation

Olin Corporation (NYSE:OLN)-- http://www.olin.com/-- has two  
business segments: Chlor Alkali Products and Winchester.  Chlor
Alkali Products manufactures chlorine and caustic soda, sodium
hydrosulfite, hydrochloric acid, hydrogen, potassium hydroxide and
bleach products.  Winchester products include sporting ammunition,
reloading components, small caliber military ammunition and
components, and industrial cartridges.  

                         *    *    *

On Aug. 31, 2007, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Olin Corp.
to 'BB+' from 'BBB-' and removed the ratings from CreditWatch
where they were placed May 21, 2007.  The outlook is stable.


ONE COMMS: Low Revenue Growth Cues Moody's to Cut Rating to B2
--------------------------------------------------------------
Moody's Investors Service has downgraded One Communications
Corp.'s corporate family rating to B2 from B1 and changed the
rating outlook to stable.  As part of the rating action, the
ratings on One Communications' first lien term loan and revolving
credit facility were downgraded to B2.

The ratings action reflects lower-than-expected revenue growth and
free cash flow generation.  Although the company continues to
realize expected cost synergies, lower-than-anticipated sales
force productivity, and a complete turnover among executive
management have contributed to a revenue shortfall relative to
previous projections.  Moody's now expects the company to maintain
revenue growth, on a lower base, of low- to mid-single digits over
the rating horizon and generate free cash flow of 4% relative to
its debt in 2007, compared to the previously indicated targets of
over 7% and 11%, respectively.  In addition, Moody's expects the
increasingly competitive operating environment, particularly in
the company's northeastern markets, to sustain the pressure on the
company's operations.

Moody's has taken these ratings actions:

Issuer -- One Communications Corp.

  -- Corporate Family Rating -- Downgraded to B2, from B1
  -- Probability of Default Rating -- Affirmed B2
  -- Senior Secured Revolving Credit Facility -- Downgraded to
     B2, LGD4 -- 51%, from B1
  -- Senior Secured Term Loan -- Downgraded to B2, LGD4 -- 51%,
     from B1

Outlook changed to Stable from Negative

The B2 corporate family rating reflects the Company's moderate
financial risk and free cash flow generation, in addition to the
company's significant operating scale in the northeastern USA.  
The ratings are tempered by the highly competitive operating
environment for CLECs, the ongoing integration of three companies
with distinct corporate cultures and operating systems, the
challenge the new management team will have in revamping the sales
effort, and the potential for further acquisitions which may
postpone debt reduction.  One Communications was formed via a
combination of Choice One Communications, CTC Communications and
Conversent Communications in June 2006.

One Communications is a CLEC with executive management based in
Rochester, New York, Waltham, Masachussetts and Marlborough,
Masachussetts.  The company serves 160,000 customers in 17 states
in the Northeast, Mid-Atlantic and Upper Midwest regions of the
United States and generated $796 million in revenue in LTM 3Q 2007
period.


OWENS-ILLINOIS: S&P Lifts Rating on Credit Facilities to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the bank
credit facilities of Owens-Illinois Inc. and its wholly owned
subsidiary, Owens-Brockway Glass Container Inc., to 'BB+' from
'BB'.  S&P have also revised the recovery rating on the debt to
'1' from '2', indicating the expectation that lenders would
experience very high (90%-100%) recovery of principal in the event
of a payment default.  "The improved ratings," said Standard &
Poor's credit analyst Liley Mehta, "reflect the company's
reduction of senior secured debt with the proceeds from the
recently completed sale of its plastics packaging business to
Rexam PLC."
     
At the same time, Standard & Poor's removed the ratings on the
company's senior secured credit facilities from CreditWatch with
positive implications where they were placed on June 11, 2007.  
S&P also affirmed the 'BB-' corporate credit, 'B' unsecured debt,
and 'B-' preferred stock ratings.  Total debt
(adjusted to include unfunded postretirement liabilities as well
as capitalized operating leases) was about $5 billion at Sept. 30,
2007.


PAC-WEST TELECOMM: Court Confirms Final 2nd Amended Ch. 11 Plan
---------------------------------------------------------------
The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court
for the District of Delaware confirmed Pac-West Telecomm Inc. and
its debtor-affiliates' Final Second Amended Joint Chapter 11 Plan
of Reorganization.

                      Treatment of Claims

The Debtors' Plan, as reported in the Troubled Company Reporter on
Oct. 31, 2007, proposes to pay Class 1 Priority Claims in full,
in cash.

The Class 2 Prepetition Claim of Pac-West Funding Company LLC
will be paid, on the effective date of the Plan, in full, in cash
from the proceeds of the New Senior Secured Note to be issued by
the Reorganized Debtors in the amount of $18,000,000.

The Debtor, will, among others, elect to distribute to the holders
of Class 3 Other Secured Claims the property securing their
claims, in which event the holder will be entitled within 30 days
to file a proof of claim for any deficiency claim entitled to
treatment in Class 4.

Cisco Systems Capital Corporation's secured claims will receive
$270,000 in cash on the effective date.  In consideration, Cisco
is expected to:

    a) execute a bill of sale delivering to the Debtors all of its
       right, title and interest in and all property subject to  
       that certain Cisco Sysetms Capital Master Agreement to
       Lease Equipment No. 3332;

    b) execute all documents reasonable requested by the Debtors
       to release its security interest in that agreement; and

    c) waive any entitlement to a Class 4 Unsecured Claim.

Merrill Lynch's secured claims will be entitled to receive
$500,000 on account of its claim on the effective date.

Holders of Class 4 General Unsecured Claims will receive pro rata
beneficial interest in and to the Class 4 Liquidating Trust and
the Class 4 Liquidating Trust Assets.

Holders of Class 5 Equity Interests in Pac-West will neither
retain nor receive property under the Plan, while holders of Class
6 Equity Interests in the Debtors other than Pac-West will retain
100% of their interest.

                         About Pac-West

Based in Stockton, California, Pac-West Telecomm Inc. (OTC:
PACW.PK) -- http://www.pacwest.com/-- provides switched local      
and long distance telecommunications services to, among others,
internet service providers and paging companies.

The company and its affiliates filed for Chapter 11 protection on
April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represent the Debtors in their
restructuring efforts.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, PLLC represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed total assets of $53,883,888
and total debts of $66,358,711.


PACIFIC CROSSING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pacific Crossing, LLC
        4199 Campus Drive
        Suite 260
        Irvine, CA 92612

Bankruptcy Case No.: 07-13860

Type of Business: The Debtor is an information technology
                  consulting, systems integration and outsourcing
                  company.  See http://www.pacificcrossing.com/

Chapter 11 Petition Date: November 16, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Evan D. Smiley, Esq.
                  Weiland, Golden, Smiley, Wang,
                  Ekvall & Strok, LLP
                  650 Town Center Drive, Suite 950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000
                  Fax: (714) 966-1002

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
   ------                        ---------------     ------------
Phillip L. McAllister            Judgment              $5,004,229
16 Golden Poppy Drive
Trabuco Canyon, CA 92679

Deltha-Critique Joint Venture    Subcontractor           $316,346
3520 General DeGaulle Drive
Suite 5060
New Orleans, LA 70114

Master Card                      Credit Card             $110,713
Payment Remittance Center
54349
Los Angeles, CA 90054-0349

Bremer Whyte Brown and           Attorney's Fees          $42,160
O'Meara LLP

Blue Cross of California         Small Group Health       $26,442
                                 Insurance

First Insurance Funding Corp.    Trade                    $19,211

Great American Insurance Co.     Insurance                $11,566

Yahoo Hot Jobs                   Trade                    $10,488

Careerbuilder.com                Trade                     $8,395

Kaiser Permanente                Insurance                 $8,173

Master Card                      Credit Card               $7,576

Tiarna Real Estate Services      Lease                     $5,714

Golden West Dental               Services                  $2,400

Dell Financial Services          Lease                     $1,752

Monster.com                      Trade                     $1,633

Staples Business Advantage       Trade                     $1,610

U.S. Healthworks Medical         Trade                     $1,564
Group, P.C.

Prescreen America                Trade                     $1,480

Richard J. Nelson, CPA           Accountant                $1,400

Cox Communications               Trade                     $1,300


PASCACK VALLEY: Can Sell MICU Rights to Hackensack for $3.6 Mil.
----------------------------------------------------------------
The U.S. Bankruptcy court for the District of New Jersey gave
Pascack Valley Hospital Association Inc. authority to sell its
mobile intensive care unit operating rights and related equipment
to Hackensack University Medical Center for $3.6 million.

The Court also approved the asset purchase agreement between the
parties, which provides that the MICU rights will be sold free and
clear of liens and obligations.

Hackensack's offer was deemed the highest and best offer and is in
the best interest of the Debtor.

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: Gets Final Nod to Access HFG's $10 Mil. DIP Fund
----------------------------------------------------------------
The U.S. Bankruptcy court for the District of New Jersey gave
Pascack Valley Hospital Association Inc. final approval to borrow
up to $10 million debtor-in-possession financing from HFG
HealthCo-4 LLC.

The Debtor informed the Court that it was unable to obtain
adequate unsecured loan under Section 503(b)(1) of the Bankruptcy
Code and hence, must grant HFG super-priority administrative
expense claim.

HFG's lending is conditioned upon:

   a. grant of a priming lien in the Debtor's receivables;

   b. grant of a first priority lien in all of the other
      collateral, subject only to permitted liens, the carve out
      and the postpetition liens granted to the Bank of New York
      as trustee in   bond collateral; and

   c. receipt of the affiliate guaranties and the affiliate
      mortgages.

The Bank of NY has consented to the granting of priming lien,
subject to a cash collateral order issued by the Court allowing
the Debtor to use BoNY's cash collateral.

Hahn & Hessen LLP serve as HFG's counsel.

                      About Pascack Valley

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: Gets Final Approval to Use BoNY's Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy court for the District of New Jersey gave
Pascack Valley Hospital Association Inc. final approval to use
Bank of New York's cash collateral.

The Debtor had informed the Court that without the use of cash
collateral, it would likely be required to cease operations
immediately, or would disrupt it as a going concern eliminating
prospects of an orderly liquidation of the Debtor's assets in
chapter 11.

The Bank of New York is trustee for certain New Jersey Health Care
Facilities Financing Authority Bonds Series 1998 and Series 2003
issued by Pascack.

The series 1998 bonds were issued in the aggregate principal
amount of $38,185,000 by the Authority, a corporate public body
and political subdivision of NJ, pursuant to a Master Trust
Indenture dated Oct. 15, 1998.  The trustee holds other funds
related to the bonds.  As of the bankruptcy filing, the balance of
the 1998 bond funds is $3,222,688.

With the issuance of the 1998 bonds, the Authority loaned the
proceeds to the Debtor under a loan agreement dated Oct. 15, 1998.  

The series 2003 bonds were issued in the aggregate principal
amount of $51,205,000 by the Authority, pursuant to a Master
Indenture dated April 21, 2003.  Similarly, the trustee holds
other funds related to the bonds.  As of the bankruptcy filing,
the balance of the 2003 bond funds is $5,023,187.

With the issuance of the 2003 bonds, again the Authority loaned
the proceeds to the Debtor under a loan agreement dated April 1,
2003.

Both loans are secured by security interest and first priority
lien on gross receipts received by the Debtor.

As of Sept. 19, 2007, the Debtor owes under the bond documents in
the principal amount of $31,720,000, plus $354,511 interest, on
the 1998 bonds; and in the principal amount of $49,515,000, plus
$710,498 interest on the 2003 bonds.  The total bond claim as of
Sept. 19, 2007, is in the aggregate amount of $82,300,009, which
is exclusive of $77,815 in unliquidated expenses incurred by the
trustee through Aug. 31, 2007.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC represents the
Bank of New York.

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.


PLAINS EXPLORATION: Gets Requisite Consents for Pogo's Sr. Notes
----------------------------------------------------------------
Plains Exploration & Production Company disclosed the expiration
and final results of three separate tender offers and consent
solicitations for any and all of the outstanding 7.875% Senior
Subordinated Notes due 2013, 6.625% Senior Subordinated Notes due
2015 and 6.875% Senior Subordinated Notes due 2017 (CUSIP Nos.
730448 AV 9, 730448 AR 8 and 730448 AT 4, respectively) of Pogo
Producing Company LLC, a wholly-owned subsidiary of PXP and
successor to Pogo Producing Company, which PXP acquired on Nov. 6,
2007.

The tender offers and consent solicitations expired immediately
after 5:00 p.m., New York City Time, on Nov. 20, 2007.  Pogo
expects to accept for payment and pay for notes from holders of:

    -- $449,250,000.00 in aggregate principal amount, or 99.833%,
       of the 7.875% Notes,

    -- $299,725,000.00 in aggregate principal amount, or 99.908%,
       of the 6.625% Notes and

    -- $499,945,000.00 in aggregate principal amount, or 99.989%,
       of the 6.875% Notes.

The total amount to be paid by Pogo to noteholders in connection
with the tender offers and consent solicitations is approximately
$1,290,900,000, plus approximately $10.4 million in unpaid
interest accrued to the payment date.

Holders who validly tendered, and did not validly withdraw, their
notes prior to the Expiration Date, will receive the total
consideration, which (excluding accrued and unpaid interest) is
$1,040.00 (including a $30.00 consent payment) for each $1,000
principal amount of the 7.875% Notes and $1,030.00 (including a
$20.00 consent payment) for each $1,000 principal amount of the
6.625% and 6.875% Notes so tendered.  All noteholders who validly
tendered and did not withdraw their notes prior to the Expiration
Date will receive accrued and unpaid interest from the last
interest payment date to, but not including, the payment date.

As a result of receiving consents from holders of a majority in
outstanding principal amount of each series of notes, Pogo
executed supplemental indentures amending the indentures governing
each series of notes.  The supplemental indentures eliminated
substantially all of the restrictive covenants previously set
forth in the indentures as well as certain events of default and
other related provisions.

Pogo retained J.P. Morgan Securities Inc. to serve as the Dealer
Manager and Solicitation Agent for each tender offer and consent
solicitation.  Requests for documents may be directed to MacKenzie
Partners, Inc., the Information Agent at (800) 322-2885.  
Questions regarding the tender offers and consent solicitation may
be directed to J.P. Morgan Securities Inc. by calling collect at
(212) 270-3994.

                     About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops      
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) -- http://www.plainsxp.com/-- is an independent oil   
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *  

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on independent oil and gas company Plains Exploration &
Production Co., and removed from CreditWatch and withdrew its 'BB'
corporate credit rating on Pogo Producing Co.  The rating actions
followed the announcement earlier of the successful close of PXP's
acquisition of Pogo.


PLATINUM PROPERTIES: List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Platinum Properties of Central Florida Inc. filed with the U.S.
Bankruptcy Court for the Middle District of Florida its list of
unsecured creditors, disclosing:

   Entity                  Nature of Claim      Claim Amount
   ------                  ---------------      ------------
Neeham, Pat and Donna      Loan                 $100,000
25202 E Hwy 316
Salt Springs, FL 32134

Chrysler Financial         Vehicles              $67,895
P.O. Box 2993
Milwakee, WI 53201-2993

Lougheed Scalfaro & Co.    Accounting            $56,312
Attn: Pres./Gen. Mgr.      
442 W Kennedy Drive, #160
Tampa, FL 33606

Al Pische                  Lending Fee           $51,000

Iero, Chris                Loan                  $40,000

Roswell, Sam               Loan                  $30,000

Bank of America            Credit Card           $24,000

Gemstone Securities        Trade Debt            $22,500

Williams Scotsman Inc.     Construction          $19,280
                           Trailers (2)(Lease)

Evans Group                Trade Debt            $16,320

Kimely Horne               Site Development      $14,941

Retirement Plan            Plan Mgt Fees         $11,896
Specialists

Maytag                     Trade Debt            $10,488

American Kitchens          Trade Debt             $5,086

Atlantic Survey            Surveying Services     $6,343

Baker & Hostetler          Legal Services         $5,875

United Healthcare          Insurance              $5,997

Herring Carpet             Trade Debt             $5,072

Osceola.com                Trade Debt             $4,868

DeLage Landen              Copier Lease           $4,645

Headquartered in Clermont, Florida, Platinum Properties of Central
Florida Inc. is a developer of planned/gated communities in Lake
County and Polk County, Florida.  The Debtor filed for Chapter 11
protection on Sept. 20, 2007, (Bankr. M.D. Fla. Case No.
07-04441).  R. Scott Shuker, Esq. of Latham Shuker Eden & Beaudine
LLP represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it has estimated
assets and debts of $1 million to $100 million.


POPE & TALBOT: European Subsidiary Files for Bankruptcy in Belgium
------------------------------------------------------------------
Pope & Talbot, Inc. disclosed that its subsidiary, Pope & Talbot
Pulp Sales Europe, LLC, filed an application for relief under
Belgian bankruptcy laws in the commercial court in Brussels.  If
the Belgian court grants the company's application, it is expected
that the Pope & Talbot Pulp Sales Europe, LLC will be liquidated
through the bankruptcy proceeding.

As reported in the Troubled Company Reporter, Pope & Talbot and
certain of its subsidiaries obtained protection from their
creditors under the Companies' Creditors Arrangement Act of Canada
on Oct. 29, 2007 and filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code on Nov. 19,
2007.  The company will use the protections of Chapter 11 and the
CCAA to provide additional time for it to continue its
restructuring efforts, which include, but are not limited to, the
sale of certain or all of the company's assets.

"We want to assure our customers that Europe remains an integral
part of our business," Harold Stanton, President and CEO of Pope &
Talbot, Inc., said.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products    
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.


POPE & TALBOT: Agrees to Sell Three Sawmills to Interfor
--------------------------------------------------------
Pope & Talbot Inc. disclosed Monday that it has agreed to sell
three sawmills and related timber tenures to International Forest
Products Limited for roughly $69 million plus the value of certain
current assets and liabilities assumed.  The three mills, located
in Castlegar, British Columbia, Grand Forks, British Columbia and
Spearfish, South Dakota are producers of high-quality softwood
lumber products.

The transaction is subject to approvals by the U.S. Bankruptcy
Court for the District of Delaware and the Superior Court of
Justice (Commercial List) for the Province of Ontario, in Canada,  
and will be effected under procedures that provide for the
possibility of competing bids.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products    
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.  (Pope & Talbot Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PSEG ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and senior
unsecured debt ratings of Public Service Enterprise Group Inc.,
and PSEG Power LLC to 'BBB+' from 'BBB'.  The Ratings Outlook for
each entity is now Stable. Fitch has also affirmed the ratings of
Public Service Electric and Gas Co. and PSEG Energy Holdings LLC.  
The Ratings Outlook for Holdings is changed to Stable from
Negative.  A complete list of the ratings changes is shown below.

Fitch upgrades the following ratings:

Public Service Enterprise Group Inc.

--IDR to 'BBB+' from 'BBB';
--Senior unsecured to 'BBB+' from 'BBB';
--Trust preferred securities to 'BBB' from 'BBB-'.

The Rating Outlook is Stable.

PSEG Funding Trust II

--Preferred securities to 'BBB' from 'BBB-';

The Rating Outlook is Stable.

PSEG Power LLC

--IDR to 'BBB+' from'BBB';
--Senior unsecured to 'BBB+' from 'BBB'

The Rating Outlook is Stable.

Also, Fitch affirms the following ratings:

Public Service Enterprise Group Inc.

--Short-term IDR 'F2';
--Commercial paper 'F2'.

Public Service Electric and Gas Company

--IDR 'BBB+'
--First Mortgage Bonds 'A';
--Preferred stock 'BBB+';
--Short-term IDR 'F2';
-- Commercial paper 'F2';

The Rating Outlook is Stable.

PSEG Energy Holdings LLC

--IDR 'BB+';
--Senior unsecured 'BB';

The Rating Outlook is Stable.

The PSEG rating upgrade reflects the financial strength and strong
cash flow of its two core subsidiaries, Power and PSE&G, and the
moderate and declining level of parent debt.  PSEG redeemed $835
million of parent debt and trust preferred securities earlier this
year and plans to retire an additional $180 million of trust
preferred securities by year-end.  The 2007 redemptions are being
funded with proceeds from asset sales at Power and Holdings and
cash distributions from each of its three subsidiaries. The
expected debt retirements should reduce the consolidated ratio of
debt to EBITDA to below 3.0 times.

The upgrade of Power's ratings reflect the company's sound and
improving financial condition, the favorable competitive position
of its low-cost, largely coal and nuclear generating fleet, the
locational value of operating in a constrained region where energy
supply is tight and opposition to new generating facilities is
strong and a regulatory scheme in New Jersey that provides a
rolling three-year hedge for a portion of Power's electric
generation.  The company's improving financial condition is driven
by the re-pricing of expiring below market supply contracts
earlier this year and scheduled for next year, improved nuclear
operations, favorable market conditions and the disposition of
under performing assets.  Based on Fitch's wholesale power model,
Fitch believes power prices in the region are sustainable over the
next several years at or near current levels, which should allow
Power to achieve and maintain the expected financial improvement.  
The implementation of capacity auctions in PJM will also provide a
supplemental source of earnings and cash flow.  The primary credit
concerns are the financial impact of an extended coal or nuclear
plant outage and potentially stricter environmental regulations.

The ratings of PSE&G are consistent with the company's solid and
improving financial profile and the relative predictability of its
earnings and cash flow due to the absence of any meaningful
commodity exposure.  The recent improvement in bondholder
protection measures reflects the implementation of electric and
gas rate increases in November 2006.  After 2007, a projected rise
in capital expenditures together with a rate freeze through
November 15, 2009 will exert pressure on credit quality measures
if not offset by sales and customer growth and cost reductions.

The ratings affirmation and revised Outlook for Holdings reflect
the reduction in business risk and recourse debt achieved over the
past several years, primarily from asset sales, and a business
strategy to opportunistically dispose of international electric
generation and distribution assets.  Proceeds from asset sales
have and will be used to retire debt and to return capital to
PSEG.  The potential tax liability resulting from the IRS
disallowance of tax deductions for the years 1997 through 2000
associated with certain lease transactions entered into by
Holdings' subsidiary PSEG Resources, LLC were not a rating factor
for either Holdings or PSEG.  The earliest any settlement is
expected is post-2010 and PSEG has sufficient liquidity to satisfy
a worst case outcome.

In February 2007, PSEG filed a protest with the Office of Appeals
of the IRS. If the IRS disallowance is upheld, approximately $853
million of PSEG deferred tax liabilities recorded through
September 30, 2007 would become currently payable.  In addition,
interest of approximately $166 million (after-tax) and penalties
of $165 million, may become payable, for a total exposure of
$1.184 billion.  Additional interest and penalties of
approximately $17 million accrue quarterly. Settlement for a
lesser amount is also possible.


QUEBECOR WORLD: Poor Liquidity Prompts S&P to Cut Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Montreal-based printing company Quebecor World Inc. by one notch,
including the long-term corporate credit rating to 'B-' from 'B'.  
At the same time, the ratings remain on CreditWatch with negative
implications, where they were placed Aug. 9, 2007.
     
"The downgrade reflects Quebecor World's deteriorating liquidity
position following the withdrawal of the company's refinancing
plan to raise about CDN$750 million by issuing debt and equity,"
said Standard & Poor's credit analyst Lori Harris.  Proceeds from
the new issues were to be largely applied to the substantial
balance outstanding on the revolving credit facility and to redeem
the series 5 preferred shares.  Quebecor World views withdrawing
the plan as necessary because of adverse financial market
conditions, which have led to the company's inability to raise
funds under the original terms and conditions.  In the near term,
management will need to explore future refinancing opportunities,
as well as other methods to raise cash, including asset sales and
sale leaseback transactions.  "Quebecor World has announced that
it will hire independent financial advisors to assist in
evaluating these alternative actions," Ms. Harris added.
     
On Nov. 7, 2007, the company announced that it had signed a
definitive share purchase agreement with Dutch printer RSDB NV
(Roto Smeets) to sell Quebecor World's European operations to
RSDB.  The proposed new company, Roto Smeets Quebecor, which will
be the leading player in the European printing industry, will be
owned 70.1% by RSDB and 29.9% by Quebecor World.  The purchase
price for Quebecor World's European business will be EUR 240
million (equal to about $350 million), to be paid to Quebecor
World in cash, RSQ shares, and an eight-year note receivable.  S&P
expect the transaction to close shortly upon regulatory and RSDB
shareholder approvals.
     
Reported revenues and adjusted EBITDA were down 7% and 19%,
respectively, for the nine months ended Sept. 30, 2007, compared
with the same period in 2006.  The weak performance is due to
price pressures, volume declines, and operating inefficiencies.  
The company's recent completion of a significant equipment
retooling program should positively affect profitability and cash
flow in 2008.  However, Standard & Poor's believes management will
remain challenged in its efforts to turn around the business
because of very difficult printing industry fundamentals,
including ongoing pricing pressures and volume declines,
electronic substitution, cyclicality, and significant competition.
     
The ratings will remain on CreditWatch until Standard & Poor's is
comfortable that the company has addressed its near-term liquidity
issues.  S&P will continue to monitor developments, including
management's future refinancing plans.


QUALITY HOME: Chapter 11 Trustee Cuts Jobs by More than 50%
-----------------------------------------------------------
David Gould, chapter 11 trustee in the bankruptcy cases of Quality
Home Loans, submitted to the U.S. Bankruptcy Court for the
District of California its preliminary status report.

Mr. Gould informs the Court that it discovered that the Debtor has
at least two real property leases for office space.  The largest
leasehold is located at 27001 W. Agoura Road, Third Floor in
Agoura, California and consists of 45,911 square feet at $104,034
monthly.  Another lease, according to Mr. Gould, is in the same
building for $2,299 square feet at $4,735 monthly.

The Debtor, Mr. Gould says, may have obtained rights to a third
lease in its Banker's Express acquisition consisting of 3,262
square feet at 26010 Mureau Road, Suite 130.  Mr. Gould says he is
investigating this third potential lease.

Mr. Gould relates that these leaseholds contain substantial
amounts of business personal property and that he is in the
process of identifying leased and owned property.

In addition, Mr. Gould says that the Debtor had 25 employees and 4
independent contractors on payroll as of Nov. 5, 2007.

                         Taking the Reins

On Nov. 6 and 8, Mr. Gould trimmed down the payroll to 10
employees and 2 independent contractors, primarily in accounting
and information technology to support the chapter 11 trustee's
continuing reconciliation and investigation of the Debtor's books,
records and accounts.  Mr. Gould laid off all executives and the
payroll is now about $32,000 per two week pay period.

Mr. Gould took control of the Debtor's bank accounts as sole
signatory.  Assisted by FTI Consulting, consultant to the Official
Committee of Unsecured Creditors, Mr. Gould is completing a
mortgage loan servicing account reconciliations which will reveal
the Debtor's total cash, net of claims.  Mr. Gould is increasing
his bond to $4 million from the initial bond of $10,000, based on
the bank account fund balances.

Mr. Gould also obtained control of leaseholds, securing personal
property and business records.  Electronic data is limited to on-
site office access only and locks and electronic access card were
changed.

Insurance contracts have been amended to name the chapter 11
trustee.

Currently, Mr. Gould is investigating the closing of a mortgage
loan sale transaction between the Debtor and Terwin Advisors LLC,
and related settlement with Countrywide Securities Corporation
pursuant to the Court's order entered Oct. 16, 2007.

Mr. Gould had investigated a sale of the Debtor's operating
"platform" to Quality Loans LLC, an affiliate of Pacificor LLC,
which would have involved an interim management agreement in
anticipation of a Section 363 sale.

No agreement was reached for a sale of the platform.  Thus, the
trustee is presently planning to: (1) reject equipment leases and
real property leases and return possession of leased property to
the lessors, and (2) reduce the Debtor's office space to only the
minimum necessary for accounting functions and IT support.

                   Appointment of Mr. Gould

As reported in the Troubled Company Reporter on Nov. 5, 2007,
the Court approved the appointment of David Gould as the chapter
11 trustee for Quality Home Loans' bankruptcy case.

The Court also fixed the Trustee's bond at $10,000.

On Nov. 5, 2007, pursuant to Section 332(a), Mr. Gould accepted
his appointment by filing chapter 11 trustee bond with the Court.

Mr. Gould retained Lewis R. Landau, Esq., as counsel, Omni
Management Group as on-site field agent and consultant to manage
the estates' facilities and resources, analyze cash management
systems and establish new bank accounts, assist with the
preparation of projected cash flow statements, and assist with the
ongoing reporting requirements of the Office of the United States
Trustee.

                       About Quality Home

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money    
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  David Gould, Chapter
11 Trustee, is represented by Lewis R Landau, Esq., at Lewis R
Landau Attorney at Law.  The Debtors' schedules disclose total
assets of $130,319,336 and total debts of $177,043,476.


QUALITY HOME: U.S. Trustee Reconstitutes Creditors Committee
------------------------------------------------------------
The United States Trustee for Region 16 reconstituted the Official
Committee of Unsecured Creditors in the bankruptcy cases of
Quality Home Loans upon the resignation of two previously
appointed members, Country Wide Home Loans and First California
Bank.

The U.S. trustee appointed Kernel Ware Technology Inc. and Lost
Hills Office Partners LLC to serve on the Committee.  

The members of the reconstituted Committee are:

    1. Clear Capital.Com
       6030 Orchard Avenue
       Richmond, CA 94804
       Attn: Cy Epstein
       Tel: (510) 684-5400

    2. Kernel Ware Technology Inc.
       24229 Park Granada
       Calabasas, CA 91302
       Attn: Ali Neyestani
       Tel: (818) 437-1346

    3. Lost Hills Office Partners LLC
       26901 Agoura Road, Suite 180
       Calabasas, CA 91301
       Attn: Gary Leff
       Tel: (818) 676-3310

                       About Quality Home

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money    
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  David Gould, Chapter
11 Trustee, is represented by Lewis R Landau, Esq., at Lewis R
Landau Attorney at Law.  The Debtors' schedules disclose total
assets of $130,319,336 and total debts of $177,043,476.


REABLE THERAPEUTICS: Merger Deal Cues S&P to Withdraw Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
Vista, California-based DJO Inc., including the 'BB-' corporate
credit rating and the 'BB' senior secured debt rating on DJO
Inc.'s $50 million revolver and $350 million term loan.  This
rating action follows the Nov. 20, 2007 announcement that the
planned merger closed between ReAble Therapeutics Inc. and DJO
Inc.  ReAble Therapeutics Inc. is the surviving entity.
     
At the same time, S&P withdrew its 'B+' senior secured debt rating
on ReAble Therapeutics Finance LLC's old $50 million revolver and
$405 million term loan.
     
These rating actions are consistent with Standard & Poor's
Oct. 31, 2007 research update on ReAble Therapeutics Inc.  At that
time, S&P announced that these ratings would be withdrawn at the
close of the transaction.  At the same time, S&P had affirmed its
'B' corporate credit rating on ReAble Therapeutics
Inc., assigned its 'BB-' bank loan and '1' recovery ratings to
ReAble Therapeutics Finance LLC's $100 million senior secured
revolving credit facility due 2013 and $1.065 billion (formerly
proposed at $1.055 billion) term loan B due 2014.  S&P also
assigned its 'CCC+' unsecured debt rating to ReAble Therapeutics
Finance LLC's $575 million senior unsecured notes maturing in 2015
and affirmed its 'CCC+' subordinated debt rating on ReAble
Therapeutics Finance LLC's and ReAble Therapeutics Finance Corp.'s
existing $200 million senior subordinated notes maturing in 2014.
     
ReAble Therapeutics Inc. will change its name to DJO Inc. in the
near term.  Also, the combined entity will be headquartered in
Vista, California.


Ratings List

Ratings Withdrawn

DJO Inc.

                           To     From
                           --     ----
Corporate Credit Rating   NR     BB-/Stable/--
Secured Debt              NR     BB (Recov Rtg: 2)

ReAble Therapeutics Finance LLC

                           To     From
                           --     ----
Secured Debt              NR     B+ (Recov Rtg: 2)


RED MILE: Posts $9.5 Million Net Loss in 2nd Qtr. Ended Sept. 30
----------------------------------------------------------------
Red Mile Entertainment Inc. reported a net loss of $9.5 million on
net revenues of $3.2 million for the second quarter ended
Sept. 30, 2007, compared with a net loss of $1.4 million on net
revenues of $284,903 in the same period ended Sept. 30, 2006.

The increase in revenues is primarily due to sales of Jackass: The
Game in North America.  For the three months ended Sept. 30, 2006,
revenue consisted of royalties from five products (Crusty Demons,
GripShift, Disney's Aladin Chess Adventure, El Matador, and Dual
Sudoku).

Cost of goods sold were approximately $4.8 million during the
three months ended Sept. 30, 2007, as compared to approximately
$575,795 during the comparable periods from 2006.  The increase in
cost of goods sold as compared to the prior year is primarily the
result of the sales of Jackass: The Game and the write-down of
software development costs.

Sales, marketing and business development costs were approximately
$1.7 million during the three months ended Sept. 30, 2007, as
compared to approximately $348,000 during the three months ended
Sept. 30, 2006, an increase of 385%.  

During the three months ended Sept. 30, 2007, the company took a
non-cash debt inducement conversion charge of $4.3 million related
to converting $8,244,000 principal amount of senior secured
convertible debentures and $155,281 in accrued interest on the
debentures into shares of the company's common stock at a lower
conversion price than the conversion price attached to the
debentures.

In addition, the company took a non-cash charge of $662,902 on the
conversion of $2,400,000 in principal amount of convertible
promissory notes into shares of the company's common stock related
to the beneficial value of warrants issued with the common stock
at the time of conversion.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$11.1 million in total assets, $2.8 million in total liabilities,
and $8.3 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?2597

                       Going Concern Doubt

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about Red Mile Entertainment Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses, negative
cash flows from operations, and accumulated deficit.  

                          About Red Mile

Headquartered in Sausalito, California, Red Mile Entertainment
Inc. (OTC BB: RDML.OB) -- http://www.redmileentertainment.com/--   
is a worldwide developer and publisher of interactive
entertainment software.  Red Mile creates, incubates, and licenses
premier intellectual properties and develops products for console
video-game systems, personal computers, and other interactive
entertainment platforms.


RELIANT ENERGY: Court Approves A&M as Panel's Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Reliant Energy
Channelview LP and debtor-affiliates' chapter 11 cases obtained
authority from the United States Bankruptcy Court for the District
of Delaware to retain A&M Securities LLC as its financial advisor.

As reported in the Troubled Company Reporter on Oct. 5, 2007,
A&M Securities is expected to:

   a) evaluate the assets and liabilities of the Debtors;

   b) analyze the financial and operating statements of the
      Debtors;

   c) analyze the business plans, budgets, and forecasts of the
      Debtors;

   d) evaluate the prospects for debtor-in-possession financing,
      cash collateral usage and adequate protection therefore, and
      the prospects for exit financing in connection with any plan
      of reorganization and any budgets relating thereto;

   e) provide such specific valuation or other financial analyses
      as the Committee may require in connection with the cases;

   f) assess the financial issues and options concerning the sale
      of the Debtors, or any of them, or their respective assets
      and structuring any plan of reorganization;

   g) provide testimony in court, on behalf of the Committee, if
      necessary or as reasonably requested by the Committee,
      subject to the terms of this Agreement; and
   
   h) provide such other support as may be reasonable requested by
      the Committee.

The firm's professionals and their compensation rates are:

      Designations          Hourly Rate
      ------------          -----------
      Managing Director         $650
      Senior Director       $500 - $550
      Director              $400 - $500
      Associate             $300 - $400
      Analyst               $200 - $300

James D. Decker of A&M Securities LLC assured the Court that the
firm does not hold any interest adverse to the Debtors and their
estate and that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

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.  Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
total assets of $362,000,000 and total debts of $342,000,000.


RELIANT ENERGY: Court OKs Pepper Hamilton as Panel's Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Reliant Energy
Channelview LP and debtor-affiliates' chapter 11 cases obtained
authority from the United States Bankruptcy Court for the District
of Delaware to retain Pepper Hamilton LLP as their counsel, nunc
pro tunc to Aug. 30, 2007.

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Pepper Hamilton is expected to:

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

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

   b) 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;

   d) assist the Committee's investigation of the acts, conduct,
      assets, liabilities and financial condition of the Debtors
      and other parties involved with the Debtors, and of the
      operation of the Debtors' businesses;

   e) assist the Committee in analyzing intercompany transactions;

   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 non-residential real property and
      executory contracts, asset dispositions, financing of other
      transactions and the terms of a plan of reorganization or
      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 all
      applications, orders, 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
      interests and objectives; and

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

The firm's professionals and their compensation rates are:

      Designation          Hourly Rates
      -----------          ------------
      Partners             $400 - $690
      Associates           $250 - $320
      Paraprofessionals       $175
        
David B. Stratton, Esq., a partner at Pepper Hamilton, assured the
Court that the firm does not hold any interest adverse to the
Debtors and their estate.

Mr. Stratton can be reached at:

   David B. Stratton, Esq.
   Pepper Hamilton LLP
   Hercules Plaza, Suite 5100
   1313 Market Street
   P.O. Box 1709
   Wilmington, Delaware, 19899-1709
   Tel.: (302) 777-6500
   Fax.: (302) 421-8390
   http://pepperlaw.com/

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.  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 Approves AP Services as Crisis Manager
------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to:

   (a) employ AP Services, LLC, as their crisis managers
       effective as of the Effective Date; and

   (b) designate David C. Johnston as assistant treasurer of   
       Remy International Inc.

As reported in the Troubled Company Reporter on Oct. 17, 2007, the
Debtors asserted that APS' experience in providing crisis
management services to financially-troubled organizations for
over 20 years qualifies the firm for the contemplated services it
will perform on the Debtors' behalf.  Furthermore, Mr. Johnston
had held a variety of restructuring management and advisory
leadership roles during his 10-year tenure with APS' affiliate,
AlixPartners.

Pursuant to an Engagement Letter between the Debtors and APS
dated Sept. 25, 2007, Mr. Johnston will serve as Remy
International's assistant treasurer under the direct supervision
of Remy International's chief executive officer.  

As Remy International's assistant treasurer, Mr. Johnston is
expected to:

   -- collaborate with the senior management team composed of
      Remy's Board of Directors and the Debtors' other
      professionals in assisting the Debtors in evaluating
      strategic and tactical options through the restructuring  
      process;

   -- oversee elements of Remy's Treasury and Cash Management
      functions; and

   -- assist the CEO and the Chief Financial Officer in
      developing improved financial reporting and timelier
      decision-making information.

The Debtors will pay for APS' full time Temporary Staff at these
hourly rates:

            Professional               Hourly Rate
            ------------               -----------
            Managing Directors         $600 - $750
            Directors                  $440 - $575
            Vice-Presidents            $325 - $450
            Associates                 $260 - $315
            Analysts                   $210 - $230
            Paraprofessionals          $100 - $175

Based on APS' billing schedule, Mr. Johnston, designated as full-
time Assistant Treasurer, will be compensated with an hourly rate
of $525.

Aside from providing full-time Temporary Staff, APS will
occasionally use part-time temporary staff for certain Chapter
11-related activities, Kenneth J. Enos, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, told the Court.  
The Debtors will be billed for services provided by the part-time
Temporary Staff for hours worked at hourly rates similar to those
of the full-time Temporary Staff.

Among other things, the part-time Temporary Staff may be tasked
to:
   
   (a) prepare short-term cash flow and liquidity forecasts for
       domestic and international operations;
  
   (b) assist in the preparation and monitoring of business
       plans and forecasts;

   (c) evaluate Remy's relationship with significant customers,
       development strategies to address customer issues, and
       negotiations for improvements in pricing, product
       specifications, payment terms and other elements
       affecting the company's cash flow;

   (d) develop information for Remy's prepackaged Chapter 11
       filing, through:

       -- compiling required information for the Chapter 11
          petition and other required forms;

       -- assisting the Accounting Department with related
          issues like cutoff and segregation of prepetition
          and postpetition activity; and

       -- assisting counsel with information and analysis
          to support "first day" motions; and

   (e) after the Chapter 11 filing, assist:

       -- the Debtors in managing their bankruptcy process,
          including working with and coordinating the efforts
          of other professionals representing the Debtors'
          various stakeholders;

       -- in preparing information required by the Bankruptcy
          Court, including schedules of assets and
          liabilities, statement of financial affairs and
          monthly operating reports;

       -- in managing supplier relationships to help ensure
          continuation of deliveries and receipt of credit
          terms; and

       -- in tasks like reconciling, managing, and negotiating
          claims, evaluating preferences and the like and in
          supporting the Debtors' positions with respect to
          various Court motions.

David Rawden, an independent contractor of APS, will perform
certain accounting and finance functions for the Debtors.  Mr.
Rawden was formerly a managing director of AlixPartners, with
over 25 years of accounting, finance and restructuring
experience.  Mr. Rawden was a former chief financial officer for
several manufacturing companies, including a $1 billion
automotive supplier.

APS is billing the Debtors for Mr. Rawden's services at a fixed
monthly rate of $100,000, which is equal to or less than the
comparable hourly rate that the firm charges for its own
employees who are managing directors, according to Mr. Enos.

The APS professionals contemplated to be employed by the Debtors
and their fees are:

                                          Hourly
  Name               Description           Rate     Commitment
  ----               -----------          -------   ----------
  David C. Johnston  Assistant Treasurer    $525    Full-Time
  Alan Holtz         Engagement Leader      $675    Part-Time
  Jason Muskovich    Int'l. Cash Mgmt.      $520    Full-Time
  Henry Colvin       Case Management        $495    Full-Time
  Kyle Braden        Vendor Management      $475    Full-Time
  Brent Robison      Int'l. Cash Mgmt.      $440    Full-Time
  Nishit Shah        Case Management        $315    Full-Time
  Jarod Clarrey      Case Management        $230    Full-Time
   
The Debtors will also reimburse APS of necessary out-of-pocket
expenses incurred in connection with their Chapter 11 cases,
including travel, lodging, postage and telephone charges.

APS intended to submit to the Court quarterly reports of
compensation earned.

In addition to the hourly fees, APS and the Debtors agreed that in
the event of a meaningful and appropriate milestone, APS will
receive a $1,000,000 Success Fee.  The fee is intended to reflect
the alignment of both parties' interests.

Under the Engagement Letter, the Debtors agreed to indemnify, hold
harmless, and defend APS and its affiliates against all claims,
liabilities, losses, damages, and reasonable expenses as they are
incurred, including reasonable legal fees and disbursements of
counsel.

Without prejudice to these rights, APS waives indemnification of
itself as an entity.  Indemnification of APS personnel who are not
officers of the Debtors will be subject to the approval of Remy
International's Board of Directors.  

The Debtors asserted that they will use reasonable efforts to
include and cover Temporary Staff serving as their officers from
time to time, as insureds under the Debtors' policy for
directors' and officers' insurance.  The Debtors will maintain
the D&O Insurance coverage for the period through which claims
can be made against those persons.

Alan D. Holtz, a managing director at APS, declared that none of
APS' principals, employees, agents, or affiliates have any
connection with the Debtors, their creditors, the U.S. Trustee,
or any other party, with an actual potential interest in the
Debtors' Chapter 11 cases.

Mr. Holtz related that APS has represented Angelo Gordon, AT&T
Corp., Bear Stearns, BellSouth, Blue Diamond, Bombardier Inc.,
Caterpillar, Citicorp Del-Lease, Credit Suisse First Boston,
DaimlerChrysler, Deloitte & Touche, Fiat, Ford, General Motors
Corp., Honda, Morgan Stanley, among others, in matters unrelated
to the Debtors.

                      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 components 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.

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


RESI FINANCE: Superior Performance Cues S&P to Lift Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services raised it ratings on 12 classes
of real estate synthetic investment securities issued by RESI
Finance L.P.'s series 2003-A and 2003-B.
     
The raised ratings reflect the series' superior performance and
increased percentages of loss protection provided through
remaining credit support (subordination).  S&P expect the
remaining percentages of credit enhancement to increase over time
unless significant losses occur, because class B12 from
each series (the most subordinate classes) will receive no
principal allocations unless the amounts of all other class B
interests have been reduced to zero.  Significant prepayments have
lowered the pool balances of series 2003-A and 2003-B to
approximately 11.3% and 8.8% of their original size, respectively.  
These prepayments have increased percentages of loss protection
provided by the remaining credit support.
     
In addition, the upgrades reflect an updated loan-by-loan analysis
performed on the mortgage pools. The loss coverage requirements
derived from the recent loan-by-loan analysis are significantly
lower than the original runs, primarily because of loan seasoning,
updated FICO scores, and amortized and value-adjusted loan-to-
value ratios.  The analysis also incorporates projected loss
severities for the delinquent loans.  As a result, Standard &
Poor's adjusted its ratings to reflect the lower loss coverage
percentages needed to support the raised ratings.
     
As of the Oct. 25, 2007, distribution date, these series had
experienced low delinquency levels of 0.26% (series 2003-B) and
0.33% (series 2003-A) of the current remaining pool balances.  
Severely delinquent loans (90-plus days, foreclosures, and REOs)
were 0.15% (series 2003-B) and 0.20% (series 2003-A).  Realized
losses have been particularly low at 0.00% (series 2003-B) and
0.01% (series 2003-A) of the original pool balances.  The
remaining credit support should be sufficient to support the
certificates at the raised and affirmed rating levels.
     
These transactions are real estate synthetic investments,
synthetic securitizations of jumbo, A-quality, fixed-rate and
first-lien residential mortgage loans (the reference portfolio).  
Unlike traditional mortgage-backed securitizations, the actual
cash flow from the reference portfolio is not paid to the holders
of the securities.  Rather, the proceeds from the issuance of the
securities are invested in eligible investments.  Interest payable
to the securityholders is paid from income earned on the eligible
investments and from payments from the Bank of America under a
financial guarantee contract.


                         Ratings Raised
   
                        RESI Finance L.P.
          Real estate synthetic investment securities

                                     Rating
                                     ------
                Series   Class   To          From
                ------   -----   --          ----
                2003-A   B8      AAA         AA
                2003-A   B9      AA+         AA-
                2003-A   B10     AA-         A-
                2003-A   B11     A-          BB+
                2003-B   B4      AAA         AA
                2003-B   B5      AA+         A
                2003-B   B6      AA          A-
                2003-B   B7      AA-         BBB
                2003-B   B8      A+          BBB-
                2003-B   B9      BBB+        BB
                2003-B   B10     BBB         BB-
                2003-B   B11     BB          B-


RESIDENTIAL CAPITAL: Incurs $2.3 Bil. Net Loss in Third Qtr. 2007
-----------------------------------------------------------------
Residential Capital LLC incurred a net loss of $2.3 billion for
the third quarter ended Sept. 30, 2007, compared to net income of
$83.0 million in the third quarter of 2006.  Interest income for
the third quarter 2007 was $1.9 billion, compared with interest
income of $2.1 billion for the third quarter 2006.

ResCap's U.S. residential mortgage earnings deteriorated sharply
as a result of:

    i) higher provision for credit losses;

   ii) mark-to-market adjustments on trading securities and
       mortgage loans held for sale;

  iii) tighter margins on the sale of mortgage loans;

   iv) a decrease in net financing revenue driven by higher
       borrowing costs; and

    v) lower production levels.  Additionally, the reported net
       income for the quarter includes a non-cash $455 million
       goodwill impairment.

                       Liquidity and Capital

ResCap significantly strengthened its liquidity position in the
third quarter.  ResCap cash and certain marketable securities
increased from $3.7 billion at the end of the second quarter to
$6.5 billion on Sept. 30, 2007 -- including $2.2 billion held at
GMAC Bank.  ResCap took several important measures in the third
quarter to augment cash balances during the capital markets
turmoil.  In September, GMAC established a committed secured
funding facility with Citi to finance automotive, mortgage and
commercial finance assets of up to $21.4 billion.  A portion of
this facility is available to ResCap.

In the third quarter, GMAC injected $1 billion of equity into
ResCap to bolster the company's capital base.  As of Sept. 30,
2007, ResCap's equity base stood at $6.2 billion.

As of Sept. 30, 2007, ResCap has $114.5 billion total assets,
$107.1 billion total liabilities, $1.2 billion minority interests,
and $6.2 billion stockholders' equity.

A full-text copy of the company's third quarter report for 2007 is
available for free at http://ResearchArchives.com/t/s?2592

                        Real Estate Finance

ResCap's total revenue was depressed in the third quarter,
reflecting the company's concerted efforts to sharply curtail
originations of all non-conforming product for which there was
virtually no outlet in the capital markets.  However, as part of
ResCap's overall restructuring plan, the company will maintain the
flexibility to quickly modify its product offerings based on
changing market conditions.

"We have significantly reduced our exposure to nonprime and non-
conforming loans this year, but the company will selectively
originate higher-margin non-conforming product as secondary market
distribution becomes available," said GMAC Chief Executive Officer
Eric Feldstein.  "Meanwhile, ResCap continues to avail itself of
its relationship with GMAC Bank to help support its current
mortgage loan production. Accordingly, ResCap remains committed to
offering a broad and competitive menu of high quality products to
its customers."

ResCap's business lending operation posted a loss for the third
quarter as severely weak conditions in the housing market
contributed to an increase in the number of unsold homes and
higher cancellation rates for homebuilders.  ResCap's
international business also experienced a loss in the third
quarter as mortgage finance markets in the U.K. and Continental
Europe tightened abruptly, leading to higher cost of funds and
depressed valuations on the company's portfolio of European assets
held for sale.

                          Restructuring

"The third quarter financial performance of ResCap is a major
disappointment," said Mr. Feldstein.  "We are moving swiftly and
aggressively to restructure our real estate finance business as
weakness in the housing market and mortgage industry continues to
prevail."

As announced on Oct. 17, ResCap is implementing a major
restructuring of its business in order to streamline operations
and significantly reduce structural cost.  The company will be
reducing its workforce by about 25 percent, or approximately 3,000
employees, and will be rationalizing numerous facilities. This
reduction in workforce is in addition to the measures undertaken
in the first half of 2007, in which 2,000 positions were
eliminated.

"Successful execution of these plans will be essential to
restoring the mortgage business to profitability," Mr. Feldstein
continued.  "This is a top priority for ResCap."

                              Outlook

Looking ahead, ResCap expects that the challenges in the housing
and mortgage markets will continue to prevail. Nonetheless, the
company's strengthened liquidity position and sound capital base
will provide flexibility to execute its restructuring plan and
right-size the businesses in line with the industry environment.

                  About GMAC Financial Services

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

                   About Residential Capital

Residential Capital LLC -- http://www.rescapholdings.com/-- is a
real estate finance company, focused primarily on the residential
real estate market in the United States, Canada, Europe, Latin
America and Australia.  The company's diversified businesses cover
the spectrum of the U.S. residential finance industry, from
origination and servicing of mortgage loans through their
securitization in the secondary market.  It also provides capital
to other originators of mortgage loans, residential real estate
developers, and resort and timeshare developers.

Residential Capital is the home mortgage unit of GMAC Financial
Services, which is in turn wholly owned by GMAC LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's downgraded to Ba3, from Ba1, its ratings on the senior
debt of Residential Capital LLC.  The outlook is negative.  This
concludes a rating review that was initiated on Aug. 16, 2007, at
which time senior debt was downgraded from Baa3.  This rating
action follows ResCap's $2.3 billion loss in Q307.

At the same time, Standard & Poor's Ratings Services removed its
ratings on Residential Capital LLC from CreditWatch, where they
were placed with negative implications on Oct. 17, 2007.  S&P also
lowered its long-term counterparty credit rating on Residential
Capital LLC to 'BB+/B' from 'BBB-/A-3'.  The outlook is negative.

The company, as of Nov. 16, 2007, holds Fitch's B short-term
ratings and BB+ long-term ratings.  Fitch has placed the ratings
under review for possible downgrade.


RESIDENTIAL CAPITAL: Commences $750 Million Cash Tender Offer
-------------------------------------------------------------
Residential Capital, LLC, a GMAC Financial Services subsidiary,
has commenced a cash tender offer for its debt securities.  ResCap
is offering to purchase up to $750 million aggregate principal
amount (the maximum tender amount) of the notes, upon the terms
and subject to the conditions in its Offer to Purchase, dated Nov.
21, 2007 and the related Letter of Transmittal.  The tender offer
will expire at 12:00 midnight EST on Dec. 19, 2007, unless
extended or earlier terminated by ResCap in its sole discretion
(the expiration time).

The total consideration for each $1,000 principal amount of notes
validly tendered and accepted for purchase pursuant to the tender
offer will be the applicable total consideration in the table
below (in each case, the total consideration).  Subject to the
terms and conditions of the tender offer, notes tendered will be
accepted for purchase in a specified acceptance priority.  The
series of notes subject to the tender offer, the acceptance
priority and the total consideration for each series of notes are
enumerated:

a) Security: Floating Rate Notes Due June 9, 2008
   Principal Amount Outstanding: $1,250,000,000
   Early Tender Premium(1): $30
   Acceptance Priority Level: 1
   Total Consideration Per $1,000 Principal Amount: $830

b) Security: Floating Rate Notes Due Nov. 21, 2008(2)
   Principal Amount Outstanding: $500,000,000
   Early Tender Premium(1): $30
   Acceptance Priority Level: 2
   Total Consideration Per $1,000 Principal Amount: $760

c) Security: 6.125% Notes Due Nov. 21, 2008(2)
   Principal Amount Outstanding: $750,000,000
   Early Tender Premium(1): $30
   Acceptance Priority Level: 3
   Total Consideration Per $1,000 Principal Amount: $760

d) Security: Subordinated Floating Rate Notes Due April 17,   
             2008(2)(3)
   Principal Amount Outstanding: $1,000,000,000
   Early Tender Premium(1): $30
   Acceptance Priority Level: 4
   Total Consideration Per $1,000 Principal Amount: $500


   1 -- Per $1,000 principal amount of notes.
   2 -- Listed on the Luxembourg Stock Exchange.
   3 -- Notes are currently callable at par.

Holders must tender their notes prior to 5:00 p.m. EST on Dec. 5,
2007 (unless extended or earlier terminated, the early tender
time), in order to be eligible to receive the total consideration,
which includes an early tender premium of $30 per $1,000 principal
amount of notes purchased.  Holders that validly tender their
notes after the early tender time but prior to the expiration time
will be eligible to receive the total consideration less the early
tender premium, which amount we refer to as the tender offer
consideration.  In addition, in each case, holders whose notes are
accepted for purchase by ResCap, will also receive accrued and
unpaid interest on such notes from the last interest payment date
for the applicable series of notes to, but not including, the
settlement date.  The settlement date with respect to the notes is
the date on which ResCap will pay the total consideration or
tender offer consideration, as applicable, in respect of the notes
accepted for purchase.  The settlement date is expected to be the
first New York City business day following the expiration time.

Subject to applicable law, ResCap may, with respect to any or all
series of notes:

   (i) extend or otherwise amend the early tender time or the
       expiration time, or

  (ii) increase the maximum tender amount without extending the
       withdrawal deadline or otherwise reinstating withdrawal
       rights of holders.

In the event of a termination of the tender offer with respect to
any series of notes, all notes of such series tendered pursuant to
the tender offer will be promptly returned to the tendering
holders.  ResCap will (subject to the terms and conditions of the
tender offer) accept notes based on the acceptance priorities and
will pro-rate the notes purchased as set forth in the Offer to
Purchase. Except as set forth in the Offer to Purchase or as
required by applicable law, notes tendered prior to 5:00 p.m. EST
on Dec. 5, 2007 (the withdrawal deadline) may only be withdrawn in
writing before the withdrawal deadline, and notes tendered after
the withdrawal deadline but before the expiration time may not be
withdrawn.

The tender offer is conditioned on the satisfaction of certain
conditions.  If any of the conditions are not satisfied or waived,
ResCap is not obligated to accept for payment, purchase or pay
for, and may delay the acceptance for payment of, any tendered
notes, in each event, subject to applicable laws, and may
terminate the tender offer.

Banc of America Securities LLC and Citi are the dealer managers
for the tender offer.  Global Bondholder Services Corporation is
the information agent and depositary.  Deutsche Bank Luxembourg
S.A. is the Luxembourg tender agent for the tender offer.  Persons
with questions regarding the tender offer should contact the
dealer managers: Banc of America Securities LLC toll-free at (866)
475-9886 or collect at (704) 386-3244 and Citi toll-free at (800)
558-3745 or collect at (212) 723-6106, or the information agent,
toll-free at (866) 294-2200.

                  Net Worth Covenant Compliance

Several of ResCap's credit facilities contain a financial covenant
requiring ResCap to maintain a minimum consolidated tangible net
worth as of the end of each fiscal quarter.

As of Sept. 30, 2007, the most restrictive provision requires
ResCap to maintain a minimum consolidated tangible net worth of
$5.4 billion. ResCap's reported consolidated tangible net worth
as of Sept. 30, 2007, was $6.2 billion.

The purchase of the notes in this tender offer at a discount and
the retirement of the notes will increase ResCap's income in the
fourth quarter of 2007 and its consolidated tangible net worth as
of the end of the year above the levels that would have occurred
in the absence of acquiring notes pursuant to the tender offer.

Management of GMAC Financial Services (GMAC) currently intends to
take steps, to the extent necessary, to cause ResCap to be in
compliance with all of the consolidated tangible net worth
covenants contained in its credit facilities as of Dec. 31, 2007,
subject to approval of GMAC's board of directors. Among the steps
that GMAC's management intends to recommend is, to the extent
necessary, a capital contribution to ResCap.  There can be no
assurances, however, that GMAC's board will authorize such a
capital contribution or any other actions, or that such a capital
contribution will actually be made.

During this tender offer, GMAC may purchase ResCap notes in open
market transactions, other than those that are the subject of this
tender offer.  Thereafter, GMAC may contribute notes that it
purchases to ResCap as part of any capital contribution.  
Following the tender offer, GMAC also may purchase ResCap notes,
including those that are the subject of this tender offer and are
outstanding following this tender offer, in open market purchase
transactions or otherwise.

                      Strategic Initiatives

GMAC and ResCap continue to investigate strategic alternatives for
a variety of reasons, including to improve ResCap's liquidity and
to adjust its business in light of current domestic and
international market conditions.  These strategic alternatives
include potential acquisitions as well as dispositions, alliances,
and joint ventures with a variety of third parties with respect to
some or all of ResCap's businesses.  
GMAC and ResCap are in various stages of discussions with respect
to certain of these alternatives, including, in some cases,
execution of confidentiality agreements, indications of interest
and other exploratory activities such as preliminary due diligence
and conceptual discussions.  Recently, GMAC and ResCap also have
engaged advisers to explore the sale of certain parts of ResCap's
operations.  There are currently no substantive binding contracts,
agreements or understandings with respect to any particular
transaction.  Further, there can be no assurances that any of
these strategic alternatives will occur, or that even if they do,
they will achieve their anticipated benefits.

One substantial transaction currently under consideration includes
GMAC's recent submission of a second-round non-binding indication
of interest to acquire a large non-U.S. mortgage lending
institution.  If it were successful in making such an acquisition,
GMAC's current intention would be to integrate ResCap's local
mortgage business with the acquired institution.  Other interested
parties are actively pursuing the same acquisition and there can
be no assurance that GMAC will be successful in consummating a
transaction for all or part of such institution.

                  Certain On-Balance Sheet Assets

ResCap actively manages risks associated with its balance sheet.  
As disclosed in ResCap's Form 10-Q for the period ending Sept. 30,
2007, the balance sheet includes the consolidation of certain
securitization trusts that primarily include mortgage loans held
for investment and related collateralized borrowings.  The
investors in these securitization trusts have no recourse to
ResCap's other assets beyond the assets inside the securitization
trusts.  At Sept. 30, 2007, total assets, after allowance for loan
losses, relating to on-balance sheet securitization trusts totaled
$38.6 billion while the related total liabilities of the on-
balance sheet securitization trusts were $37.9 billion.  If every
mortgage loan underlying these on-balance sheet securitizations
were deemed to be completely uncollectable, ResCap would incur an
economic loss of approximately $0.7 billion (or 2% of the total
assets after allowance for loan losses).  In addition, ResCap's
balance sheet includes unsecuritized mortgage loans in its held
for investment portfolio.  As of Sept. 30, 2007, this portfolio of
unsecuritized mortgage loans was $21.7 billion, prior to the
allowance for loan losses, of which approximately $4.1 billion
consisted of nonprime mortgage loans.

                  About GMAC Financial Services

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

                   About Residential Capital

Residential Capital LLC -- http://www.rescapholdings.com/-- is a
real estate finance company, focused primarily on the residential
real estate market in the United States, Canada, Europe, Latin
America and Australia.  The company's diversified businesses cover
the spectrum of the U.S. residential finance industry, from
origination and servicing of mortgage loans through their
securitization in the secondary market.  It also provides capital
to other originators of mortgage loans, residential real estate
developers, and resort and timeshare developers.

Residential Capital is the home mortgage unit of GMAC Financial
Services, which is in turn wholly owned by GMAC LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's downgraded to Ba3, from Ba1, its ratings on the senior
debt of Residential Capital LLC.  The outlook is negative.  This
concludes a rating review that was initiated on Aug. 16, 2007, at
which time senior debt was downgraded from Baa3.  This rating
action follows ResCap's $2.3 billion loss in Q307.

At the same time, Standard & Poor's Ratings Services removed its
ratings on Residential Capital LLC from CreditWatch, where they
were placed with negative implications on Oct. 17, 2007.  S&P also
lowered its long-term counterparty credit rating on Residential
Capital LLC to 'BB+/B' from 'BBB-/A-3'.  The outlook is negative.

The company, as of Nov. 16, 2007, holds Fitch's B short-term
ratings and BB+ long-term ratings.  Fitch has placed the ratings
under review for possible downgrade.


RESIDENTIAL CAPITAL: May File for Bankruptcy, Gimme Analyst Says
----------------------------------------------------------------
GMAC Financial Services and Cerberus Capital LP are likely to
place Residential Capital LLC into bankruptcy due to ResCap's
exposure to homebuilders, the Associated Press relates, citing
Gimme Credit analyst Kathleen Shanley's statement Monday.

ResCap presently holds more than $500 million equity in two
homebuilders, has a subsidiary which is bankrupt Neumann Homes
Inc.'s largest unsecured lender, and holds $1.5 billion
investments in residential development at Sept. 30, 2007, Ms.
Shanley says, AP notes.

On the other hand, ResCap spokeswoman Gina Proia said that the
company believes it has the "right plan" to counter the present
issues, AP relates.

As of Sept. 30, 2007, ResCap has $114.49 billion total assets,
$107.16 billion total liabilities, $1.16 billion minority
interests, and $6.17 billion stockholders' equity.

During the third quarter ended Sept. 30, 2007, the company
incurred $2.26 billion net loss on $1.88 billion revenue, as
compared with $83.43 million net income on $2.08 billion revenue
in the year-ago quarter.

A full-text copy of the company's third quarter report for 2007 is
available for free at http://ResearchArchives.com/t/s?2592

                  About GMAC Financial Services

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

                   About Residential Capital

Residential Capital LLC -- http://www.rescapholdings.com/-- is a
real estate finance company, focused primarily on the residential
real estate market in the United States, Canada, Europe, Latin
America and Australia.  The company's diversified businesses cover
the spectrum of the U.S. residential finance industry, from
origination and servicing of mortgage loans through their
securitization in the secondary market.  It also provides capital
to other originators of mortgage loans, residential real estate
developers, and resort and timeshare developers.


Residential Capital is the home mortgage unit of GMAC Financial
Services, which is in turn wholly owned by GMAC LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's downgraded to Ba3, from Ba1, its ratings on the senior
debt of Residential Capital LLC.  The outlook is negative.  This
concludes a rating review that was initiated on Aug. 16, 2007, at
which time senior debt was downgraded from Baa3.

This rating action follows ResCap's $2.3 billion loss in Q307. The
loss was primarily driven by marks on the company's residential
mortgage held-for-sale inventory and mortgage backed securities,
high levels of provisioning and an impairment of goodwill of $455
million.  This represents ResCap's fourth consecutive quarterly
loss.  As a result of this loss the company received a $1 billion
capital injection from its parent to avoid violating its minimum
net worth covenant of $5.4 billion at Sept. 30, 2007.

At the same time, Standard & Poor's Ratings Services removed its
ratings on Residential Capital LLC from CreditWatch, where they
were placed with negative implications on Oct. 17, 2007.  S&P also
lowered its long-term counterparty credit rating on Residential
Capital LLC to 'BB+/B' from 'BBB-/A-3'.  The outlook is negative.

The company, as of Nov. 16, 2007, holds Fitch's B short-term
ratings and BB+ long-term ratings.  Fitch has placed the ratings
under review for possible downgrade.


RESIDENTIAL FUNDING: Fitch Assigns 'B' Rating on $258,500 Certs.
----------------------------------------------------------------
Fitch Ratings has assigned these ratings to Residential Funding
Mortgage Securities I, Inc.'s mortgage pass-through certificates,
series 2007-S9:

  -- $165,049,398 classes I-A-1, I-A-2, II-A-1, II-A-2, II-A-3,
     I-A-P, I-A-V, II-A-P, II-A-V, R-I, R-II and the non-
     offered P certificates (senior certificates) 'AAA';
  -- $3,449,000 class M-1 'AA';
  -- $1,465,000 class M-2 'A';
  -- $603,000 class M-3 'BBB';
  -- $949,000 non-offered class B-1 'BB';
  -- $258,500 non-offered class B-2 'B'.

The 'AAA' rating on the senior certificates reflects the 4.25%
credit enhancement provided by the 2.00% class M-1, the 0.85%
class M-2, the 0.35% class M-3, the 0.55% non-offered class B-1,
the 0.15% non-offered class B-2, and the 0.35% non-offered and
non-rated class B-3.  Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults as well as
bankruptcy, fraud and special hazard losses in limited amounts.  
In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, and the master servicing capabilities of
Residential Funding Company, LLC, rated 'RMS2+' by Fitch and the
primary servicing capabilities of GMAC Mortgage, LLC, rated 'RPS1-
' by Fitch.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  The
class II-A-1, II-A-2, and II-A-3 certificates are exchangeable
certificates.  The other classes are regular certificates.

The certificates represent ownership in a trust fund, which
consists primarily of 318 one-to four-family conventional, fixed-
rate mortgage loans secured by first liens on residential mortgage
properties.  As of the cut-off date (Nov. 1, 2007), the mortgage
pool has an aggregate principal balance of approximately
$172,377,289, a weighted average original loan-to-value ratio of
73.20%, a weighted average coupon of 6.58%, a weighted average
remaining term of 323 months, and an average balance of $542,067.  
The mortgage loans consist of 100% fixed-rate loans.  The weighted
average credit score of the mortgage loans is expected to be
approximately 742.  The loans are primarily located in California
(21.90%), Virginia (11.24%) and Illinois (6.05%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in the prospectus supplement, except in the case of
approximately 10.2% and 68.0% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from Homecomings and GMAC Mortgage, LLC, respectively.  
First Savings Mortgage Corp. sold approximately 11.7% of the
mortgage loans by stated principal balance to Residential Funding.  
No unaffiliated seller sold more than approximately 4.7% of the
mortgage loans.  RFMSI, a special purpose corporation, deposited
the loans in the trust, which issued the certificates.  US Bank
National Association (AA-/F1+) will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as two real estate mortgage investment conduit (REMICs).


RH DONNELLEY: Fitch Affirms 'B+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Ratings on R.H.
Donnelley Corp, R.H. Donnelley, Inc., Dex Media, Inc., Dex Media
East and Dex Media West.

Fitch has also taken these rating actions:

R.H. Donnelley Corp. (RHD Holding Company)

  -- IDR affirmed at 'B+';
  -- Senior unsecured upgraded to 'B/RR5' from 'B-/RR6'

R.H. Donnelley Inc. (Operating Company; subsidiary of RHD)

  -- IDR affirmed at 'B+';
  -- Bank facility affirmed at 'BB+/RR1';
  -- Senior unsecured upgraded to 'BB+/RR1' from 'B+/RR4';

Dex Media, Inc. (Dex Holding Company; subsidiary of RHD)

  -- IDR affirmed at 'B+';
  -- Senior unsecured upgraded to 'B/RR5' from 'CCC+/RR6.'

Dex Media East, Inc. (Operating Company; subsidiary of Dex)

  -- IDR affirmed at 'B+';
  -- Bank facility affirmed 'BB+/RR1';
  -- Senior unsecured withdrawn from 'BB/RR1';
  -- Senior subordinated withdrawn from 'B-/RR6'.

Dex Media West, Inc. (Operating Company; subsidiary of Dex)

  -- IDR affirmed at 'B+';
  -- Bank facility affirmed at 'BB+/RR1';
  -- Senior unsecured upgraded to 'BB+/RR1 from 'B/RR5';
  -- Senior subordinated upgraded to 'B/RR5' from 'B-/RR6'.

The Rating Outlook remains Stable.

Three key developments over the past several months have
contributed to the rating actions described above (and contributed
to two prior rating actions on Sept. 20 and Oct. 3, 2007.)  First,
the company issued $1.5 billion in unsecured notes at the RHD
holding company level and downstreamed a total of roughly $830
million to RHDI: $640 to refinance the senior unsecured notes and
approximately $190 to paydown secured debt. Second, the company
refinanced its DXE senior secured credit facility.  As part of
this transaction the company downstreamed $300 million from RHD
holding company (also through proceeds from the $1.5 billion
issuance) and tendered for DXE unsecured notes.  The remaining
$370 million of the $1.5 billion issuance was predominantly used
to repay $328 million in borrowings associated with the
acquisition of www.business.com, as well as to pay for fees and
expenses related to the refinancings. Lastly, in addition to
capital structure actions, repayment of debt from operating
cashflow has improved the recoverability of securities at the
various debt issuing entities (DXW in particular).

Consistent with Fitch's recovery methodology, the individual
security ratings reflect the determination and application of
prospective recovery in a stressed scenario and are notched
accordingly.  R.H Donnelley's recovery ratings reflect Fitch's
expectation that the enterprise value of the company, and hence,
recovery rates for its creditors, will be maximized in a
restructuring scenario (going concern), rather than a liquidation.  
Fitch reviewed the recovery prospects of each of the three
operating companies separately. Specifically, the 'RR1' recovery
rating for the each of the senior secured facilities, as well as
RHDI and DXW senior unsecured notes reflects Fitch's belief that
91%-100% recovery is reasonable.  The recovery rating of 'RR5' for
RHD and DXI senior unsecured and DXW senior subordinated notes
reflects that 10%-30% recovery is reasonable due to their position
in the capital structure.

Going forward, Fitch expects the company to continue to pay down
debt under the secured facilities.  Also, the company has several
relatively high priced debt tranches (at DXW) that could be called
around mid-2008.  Fitch will continue to address the changes in
expected recovery as these events unfold.  Fitch expect management
will continue to balance debt repayment with returns of capital to
shareholders (including the recently instituted dividend) and that
leverage levels will remain above management's stated target of
5.5 times for the next three to five years.  There is capacity for
some sustained top line revenue softness and modest additional
shareholder friendly actions incorporated into the IDR.

The secured lenders to R.H. Donnelley Inc, Dex Media West and Dex
Media East have a strong covenant package.  The facilities contain
financial covenants, change of control provisions, additional debt
restrictions, limitation on asset sales, restricted payments
tests, limitation on liens, cross default, and mandatory pre-
payments among other protections.  The bonds are covered under
various indentures, each with slightly different provisions from
one another.  Key provisions generally include protections in the
form of financial covenants, change of control language,
restrictions on secured debt, cross acceleration language and
restricted payment tests. The consolidated leverage covenant
maximum is 7.25x.


RICHARD HIGGINS: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Richard S. Higgins
        625 Mirabay Boulevard
        Apollo Beach, FL 33572

Bankruptcy Case No.: 07-11199

Chapter 11 Petition Date: November 19, 2007

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital One Bank                 Credit Card             $6,269
TSYS Debt Management
P.O. Box 5155
Norcross, GA 30091

Beneficial/Household Finance     Credit Card             $4,399
961 Weigel Drive
Elmhurst, IL 60126

Citibank USA                      Credit Card              $818
P.O. Box 20487
Kansas City, MO 64195


RICHARD SAYLOR: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard D. Saylor
        3684 Kingwood Road
        Rockwood, PA 15557

Bankruptcy Case No.: 07-71277

Chapter 11 Petition Date: November 16, 2007

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: David J. Novak, Esq.
                  Spence, Custer, Saylor, Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735

Total Assets: $2,160,002

Total Debts:  $4,944,926

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Reed A. Luce                   Livestock             $205,454
2091 New Centerville Road      consisting of 643
Rockwood, PA 15557             cows and 539
                               heifers

U.S. of America Acting Thru    Livestock             $152,877
Farm Service Agency            consisting of 643
1590 North Center Avenue,      cows and 539
Suite 102                      heifers
Somerset, PA 15501

Walker's Farm Service, Inc.    Consignment of        $88,965
1694 North Center Avenue       milk proceeds for
Somerset, PA 15501             chemicals/fertilizer

Yachere Feed, Inc.             trade debt feed       $49,437

Stearns Bank, N.A.             1 Spreader            $46,221

                               1 Penta 8000 TMR      $39,640
                               Mixer

Luther P. Miller, Inc.         trade debt fuel       $43,986

Animal Medical Center          trade debt vet        $42,249

Kinard & Associates            trade debt U.S.       $41,964
                               Commodities, L.L.C.

A.T.&T. Universal Card         credit card           $32,442
                               purchases

Nel Net, Inc.                  trade debt school     $31,484
                               loan

Furst McNess                   trade debt            $30,579

LeFerne Saylor                 loan                  $30,000

John Deere Credit              1 John Deere 1780     $28,656
                               Corn Planter

J.&L. Hay                      trade debt            $27,005
                               hay/stray

Academy Collection Service,    trade debt A.T.&T.    $26,176
Inc.                           Universal Card

National Collegiate Trust      Education loan        $24,794

Renaissance Nutrition, Inc.    trade debt minerals   $23,836

Agri-Financial Services,       Livestock             $21,766
L.L.C.                         consisting of 643
                               cows and 539
                               heifers


SAGEMARK COMPANIES: Sept. 30 Balance Sheet Upside-Down by $60,000
-----------------------------------------------------------------
The Sagemark Companies Ltd.'s consolidated balance sheet at
Sept. 30, 2007, showed $17.37 million in total assets,
$15.88 million in total liabilities, and $1.55 million in minority
interest, resulting in a $60,000 total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $3.66 million in total current
assets available to pay $8.10 million in total current
liabilities.

The company reported a net loss of $5.25 million on total revenues
of $2.02 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $252,000 on total revenues of
$2.92 million in the same period last year.

Total revenues for the third quarter of 2007 represent a net
decrease of approximately $892,000 from the third quarter of 2006
which is the impact of decreases in management fee revenues of
$198,000, a decrease in net patient service revenues of $678,000,
and a decrease in lease revenues of $16,000.  

Consolidated operating expenses when comparing the third quarter
of 2007 to the third quarter of 2006 increased by $3.06 million,  
or 108%, of which $2.73 million was goodwill impairment, $33,000
was increased expenses of the company's PET imaging centers and
$291,000 was increased corporate expenses.  

The net loss for the three months ended Sept. 30, 2007, also
includes a loss on sale of investment in an unconsolidated
affiliate of $986,000.

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?2599

                            Liquidity

During the first nine months of 2007, the company used
$1.51 million of working capital for its operations compared to
$1.09 million provided by operations for the first nine months of
2006.  Other uses of working capital during the first nine months
of 2007 included $1.23 million of loan and capital lease payments,
as compared to $1.31 million for the first nine months of 2006,
$2.44 million for capital expenditures as compared to
$1.12 million of capital expenditures and constructions deposits
for the first nine months of 2006.  

Effective July 11, 2006, the company sold its interest in Trident
Growth Fund L.P to Trident Advisors for $2,570,000 which was
comprised of a $625,000 cash payment and a $1,945,000 four year
secured promissory note.  As of June 30, 2007, the current portion
of the note approximated $486,000 and the long-term portion was
$1,459,000.  Payments under the note were due in four annual
installments in amounts equal to the greater of $486,250, or 75%
of the amount of all cash and property distributions received by
Trident Advisors from Trident Growth Fund L.P. each year, plus
accrued interest.  On Aug. 13, 2007, in order to accelerate the
timing in which the company received funds, it executed an
amendment to the sale agreement whereby the sales price was
reduced by approximately $986,000 in exchange for an acceleration
of the remaining payments owed on the note receivable.  As a
result of the amendment, on Aug. 13, 2007, the company received a
payment of $775,000. On  Oct. 31, 2007, the company received a
final payment of $225,000.

                       Going Concern Doubt

Moore Stephens P.C., in Cranford, N. J., expressed substantial
doubt about The Sagemark Companies Ltd.'s ability to continue as a
going concern after reviewing the company's consolidated financial
statements as of Sept. 30, 2007.  

The auditing firm pointed to the company's continuing recurring
losses, minimal volume growth in the number of outpatient medical
diagnostic imaging procedures performed by its PET imaging
centers, reduced reimbursement rates for outpatient medical
diagnostic imaging procedures performed on patients as a result of
the effectivity of the Federal Deficit Reduction Act of 2005 on
Jan. 1, 2007, non-compliance with certain loan covenants required
by some of its capital lease and loan agreements, and working
capital deficiency as of Sept. 30, 2007.

                    About Sagemark Companies

Based in New York, The Sagemark Companies Ltd. (OTC BB: SKCO.OB)
together with its subsidiaries, owns, operates, and manages out-
patient medical diagnostic imaging centers in the United States.  
The company's imaging centers utilize positron emission
tomography, combination PET and computed tomography, and related
equipment and technology. PET is a non-invasive medical diagnostic
imaging procedure that produces images of the body's metabolic and
biologic functions for diagnosis, staging, and treatment of
certain cancers, coronary disease, and neurological disorders.  

As of Sept. 30, 2007, the company owns or operates eight PET
imaging centers.


SALANDER-O'REILLY: Gets Interim Nod for Halperin as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its interim nod for Salander-O'Reilly Galleries LLC to employ      
Halperin Battaglia Raicht, LLP, as its bankruptcy counsel.

As counsel, Halperin Battaglia is expected to:

   a. advise the Chief Restructuring Officer, on behalf of the
      Debtor, with respect to its powers and duties as a
      debtor-in-possession in the continued operation of its
      business and the management of its property;

   b. assist the Debtor to emerge from the Chapter 11 case;

   c. assist the Debtor in confirming a plan of reorganization;

   d. prepare, on behalf of the CRO and the Debtor, necessary
      applications, answers, orders, reports, and other motions,
      complaints, pleadings, and documents;

   e. appear before the Bankruptcy Judge and the U.S. Trustee and
      represent the interests of the Debtor before said  
      Bankruptcy Judge and U.S. Trustee.

   f. perform any and all other legal services for the Debtor that
      may be necessary and appropriate herein.

The Debtor tells the Court that attorneys at the firm bill between
$195 to $410 per hour.  Law clerks bill $100 per hour while
paraprofessionals bill between $75 to $95 per hour.

To the best of the Debtor's knowledge, the firm is disinterested
as that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

      Alan D. Halperin, Esq.
      Halperin Battaglia Raicht, LLP
      555 Madison Avenue - 9th Floor
      New York, NY 10022-3301
      Tel: (212) 765-9100
      Fax: (212) 765-0964
      http://www.halperinlaw.net/

            About Salander-O'Reilly Galleries

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art  
from renaissance to contemporary. On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476). The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million. Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).

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

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


SALANDER-O'REILLY: U.S. Trustee Appoints Seven-Member Committee
---------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in Salander-O'Reilly Galleries LLC's chapter 11 case.

The Creditors Committee members are:

   1. Earl Davis
      6 Horizon Road, Apt. 2906
      Fort Lee, NJ 07024

      Represented by:
      William P. Weintraub, Esq.
      Friedman Kaplan Seiner & Adelman, LLP
      1633 Broadway
      New York, NY 10019

   2. Nella Longari S.R.L.
      Via Bigli 15
      2021 Milan, Italy

      Represented by:
      Francesco Di Pietra
      Wuersch & Gering, LLP
      100 Wall Street, 21st Floor
      New York, NY 10005

   3. John Crawford
      609 Bergen Street
      Brooklyn, NY 11238

   4. Lawrence Sunden, Inc.
      111 Old Hook Road
      Harrington Park, NJ 07640

   5. Donald Schupak.
      c/o Schupak Group
      595 Madison Avenue, 35th Floor
      New York, NY 10022

   6. Frelinghuysen Morris Foundation
      P.O. Box 2256
      Lenox, MA 01240

      Represented by:
      Debra A. Mayer, Esq.
      Shatzkin & Mayer, P.C.
      1776 Broadway, 21st Floor
      New York, NY 10019

   7. Thomson Works of Art Limited
      Suite 2400, 65 Queen Street West
      Toronto, Ontario M5H2M8
      Attn: Sarah K. Lerchs

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.

            About Salander-O'Reilly Galleries

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art  
from renaissance to contemporary. On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476). The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million. Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).

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

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


SANCON RESOURCES: Sept. 30 Balance Sheet Upside-Down by $117,919
----------------------------------------------------------------
Sancon Resources Recovery Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $1,358,220 in total assets, $1,345,003 in
total liabilities, and $131,136 in minority interest, resulting in
a $117,919 total stockholders' deficit.

The company reported net income of $76,166 on net sales of
$1,270,261 for the third quarter ended Sept. 30, 2007, compared
with net income of $53,098 on net sales of $1,589,117 in the same
quarter last year.  The decrease in revenues was mainly due to the
significant sales drop contributed from DFSL in the third quarter
of 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?2595

                          Going Concern

Kabani & Company Inc., in Los Angeles, expressed substantial doubt
about Sancon Resources Recovery Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing frim
pointed to the company's accumulated deficit of $116,715 as of
Dec. 31, 2006 and working capital deficiency of $288,087.

                      About Sancon Resources

Sancon Resources Recovery Inc. (OTC BB: SRRY.OB) --
http://www.sanconinc.com/-- is an industrial waste recycling  
company with operations based in Australia, Hong Kong and China.  
Sancon currently exports more than 25,000 tons of recycled
industrial waste material annually to its processing partners and
manufacturers in China.


SENDTEC INC: Posts $4.4 Million Net Loss in the Third Quarter
-------------------------------------------------------------
SendTec Inc. reported a net loss of $4.4 million on revenues of
$7.4 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $3.0 million on revenues of $9.4 million for
the corresponding period in 2006.

Internet advertising revenues decreased $2.3 million to
$4.4 million in the third quarter of 2007, from $6.7 million in
the 2006 quarter because one of the company's largest clients in
2006 ended their advertising campaign in August 2006.  
Accordingly, this revenue did not recur in 2007.  Advertising
program revenues decreased $417,927, or 27.9%, due to fewer
projects being completed during the three months ended Sept. 30,
2007, as compared to the prior year period.  These decreases were
partly offset by revenue increases in online search revenues and
direct response media revenues.

Operating loss increased to $1.3 million for the three months
ended Sept. 30, 2007, from $5,574 for the three months ended
Sept. 30, 2006.  The increase in the operating loss is the result
of the decrease in gross profit of $146,377, the increase in  
salaries wages and benefits of $154,305, the increase in
professional fees of $98,543, and the increase in selling, general
and administrative expenses of $917,620.

The company reported a loss from continuing operations of
approximately $4.4 million for the three months ended Sept. 30,
2007, compared to a loss from continuing operations of
approximately $3.0 million for the three months ended Sept. 30,
2006.  Included in the loss from continuing operations for the
three months ended Sept. 30, 2007, and 2006, are non-cash expenses
totaling $3.3 million and $3.0 million, respectively.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$55.4 million in total assets, $41.6 million in total liabilities,
and $13.8 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $13.9 million in total current
assets available to pay $41.5 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?2596

                 Defaults Upon Senior Securities

As of Sept. 30, 2007, the company was required to have a minimum
cash balance of $3,500,000 pursuant to the financial covenants the
company is required to maintain under the modified terms of the
Securities Purchase Agreement with the Debenture holders.  As of
Sept. 30, 2007, the company was not in compliance with this
requirement.  In addition, the company did not make a required
interest payment of approximately $502,000 due on Nov. 1, 2007.
The company's failure to meet the financial covenants and to make
interest payments are events of default under the Debentures.

Subsequent to Nov. 1, 2007 the company and Debenture holders
representing more than 75%, the required minimum, of the
outstanding principal amount of the Debentures, executed a Letter
Agreement, which among other things, provides that during the
period from the signing of the Letter Agreement until the close of
business on Nov. 16, 2007, the Debenture holders forbear their
right to declare the company in default under the Debentures and
the Securities Purchase Agreement and their right to demand
acceleration of the Debentures.

                        Bankruptcy Warning

If the company is not able to restructure the Debentures or
negotiate a further forbearance, holders of 75% of the principal
amount of the Debentures may elect to declare the company in
default of the Debentures. If the company is declared in default,
this would have a material adverse effect on the business,
operating results, and financial condition. In such event, the
company may be forced to restructure, file for bankruptcy, sell
assets, or cease operations, any of which would put the company,
its investors and the value of its common stock, at significant
risk.

                        About SendTec Inc.

Headquartered in St. Petersburg, Florida, SendTec Inc. (OTC BB:
SNDN) -- http://www.sendtec.com/-- is a holding company organized  
for the purpose of acquiring, owning, and managing various
marketing and advertising businesses, primarily involving the
Internet.  The direct response marketing services business of the
company's wholly-owned subsidiary, SendTec Acquisition Corp., has
been its sole line of business.


SEQUA CORPORATION: Fitch Withdraws 'B+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has withdrawn its ratings on Sequa Corporation and
its subsidiaries, including the Issuer Default Rating, bank credit
facilities, and senior unsecured notes.

On July 9, 2007, SQA announced it had agreed to be acquired by The
Carlyle Group for approximately $2.8 billion, including
$745 million of debt.  All existing debt is expected to be repaid
as a part of the transaction.  If the transaction closes as
planned, Fitch expects that Sequa's IDR would be no lower than 'B-
'.

At the time of the withdrawal, Fitch's ratings for Sequa were:

Sequa Corporation:
  -- Issuer Default Rating 'B+';
  -- Senior unsecured notes 'BB/RR2'.

Warwick International Group Ltd.
Chromalloy UK Ltd.
Chromalloy Holland B.V.:
  -- Senior secured bank credit facility 'BB+/RR1'.

The ratings were placed on Ratings Watch Negative on July 10,
2007.  Fitch will no longer provide rating coverage of Sequa.


TECO ENERGY: S&P Lifts Corporate Credit Rating to BBB- from BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on utility holding company TECO Energy Inc. to 'BBB-' from
'BB', and affirmed its 'BBB-' corporate credit rating on
TECO's primary subsidiary, Tampa Electric Co.
     
At the same time, a 'BBB-' corporate credit rating was assigned to
Teco Finance Inc. in anticipation of that entity assuming a
portion of TECO's debt that will be guaranteed by TECO.  The
outlook on all entities is stable.  Tampa, Florida-based TECO has
about $3.5 billion of debt outstanding.
      
"The impending sale of TECO's marine transportation business, TECO
Transport, will allow the company to accelerate a debt-reduction
plan that will restore its balance sheet to an investment-grade
level," said Standard & Poor's credit analyst Todd Shipman.  
"Shedding TECO Transport and deemphasizing the unregulated coal
operations in 2008 as synthetic coal production ceases will bring
TECO back to a utility-focused business strategy that also
bolsters credit quality," Shipman added.
     
The stable outlook on TECO and subsidiaries reflects the company's
commitment to the redefined business strategy and the reconfigured
balance sheet.  Debt leverage and other credit metrics after the
execution of TECO's debt-management plan will support the higher
ratings, but without significant further debt reduction, upgrade
potential is limited until the company can grow into the newly
constituted balance sheet.  Ratings could improve if TECO is able
to successfully invest in Tampa Electric in a prudent manner that
is supported by regulators and enhances cash flow and earnings.  A
negative outlook or a downgrade is unlikely short of significant
financial or operational deterioration.


TECO FINANCE: Fitch Assigns 'BB+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has assigned these ratings to TECO Finance, Inc.:

  -- 'BB+' Issuer Default Rating;
  -- Senior unsecured 'BB+'.

Fitch has also placed TECO Finance's ratings on Rating Watch
Positive, as are those of TECO Energy, Inc.  (TECO, Fitch IDR
'BB+').  TECO Finance's ratings are based on the unconditional
guarantee of TECO.

TECO Finance is a wholly owned finance subsidiary of TECO.  Its
business activities consist solely of providing funds to TECO for
general corporate purposes.  As part of TECO's ongoing debt
management plan, TECO expects to exchange TECO Energy notes ($1.2
billion) maturing in 2011-2015 with new unsecured notes issued by
TECO Finance and extend the maturity on up to
$300 million of TECO notes maturing in 2011-2012 to 2017.  
Completion of the exchange offers will enhance the company's
consolidated debt maturity profile.

TECO management also intends to complete $500 million of parent
debt retirements.  TECO plans to tender $300 million of unsecured
parent company notes due 2010 using the proceeds from the sale of
TECO Transport Corp. by the end of December 2007.  The sales
transaction is anticipated to close by Dec. 31, 2007. TECO also
plans to retire debt obligations not included in the debt tender
and exchange offers in 2008 .  TECO has already retired $110
million of Dock and Wharf bonds at Transport on the maturity date
in September 2007 using cash on hand.

TECO Finance's ratings are based on the unconditional and
irrevocable guarantee of TECO Finance's obligations by parent
company TECO.  As a result, both entities have the same IDR.  
TECO's guarantee will be unsecured and will rank on parity with
all of TECO's other unsecured and unsubordinated indebtedness.   
Also, the $200 million bank revolving agreement, dated May 9,
2007, includes TECO Finance as a borrower and TECO as guarantor.


TRUE TEMPER: S&P Cuts Corporate Credit Rating to CCC from CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Memphis,
Tennessee-based golf shaft manufacturer True Temper Sports Inc.,
including its corporate credit rating, to 'CCC' from 'CCC+'.  At
the same time, Standard & Poor's lowered its rating on the
company's first-lien senior secured credit facility to 'B-' from
'B'; the recovery rating is unchanged at '1', indicating the
expectation for very high recovery (90%-100%) of principal in the
event of a payment default.  Standard & Poor's also lowered
ratings on the company's senior subordinated notes to 'CC' from
'CCC-'.  All the ratings were removed from CreditWatch, where they
had been placed with negative implications on Aug. 17, 2007.
     
"The ratings on TTSI reflect the company's very high debt
leverage, extremely tight financial covenants, weak operating
performance, narrow product focus, and the discretionary nature of
its products," said Standard & Poor's credit analyst Kenneth Shea.
     
TTSI's financial performance has been weak in 2007, and has been
volatile since 2004. "Credit measures have weakened
significantly," said Mr. Shea.  "We remain concerned about the
company's liquidity position, which could become constrained in
the event that the company violates its covenants and is unable
to obtain a bank waiver."


VALMONT INDUSTRIES: S&P Puts 'BB' Rating Under Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Valmont Industries Inc. on
CreditWatch with positive implications.
     
"The CreditWatch listing reflects the company's continued improved
financial performance due to steady sales growth and continued
cost controls," said Standard & Poor's credit analyst Thomas
Nadramia.  "During 2007, despite modest growth in operating
margins, EBITDA and operating cash flow have continued to improve.  
As a result, credit measures have strengthened to a level that we
consider to be strong for the current rating."
     
Specifically, at Sept. 30, 2007, total debt to EBITDA, adjusted
for pensions and operating leases, was about 1.4x, and total debt
to capital about 34%.
     
In resolving the CreditWatch listing on the Omaha, Nebraska-based
company, S&P will meet with management and review its expectations
for operational trends and financial strategies in the near to
intermediate term, particularly with respect to acquisitions.
     
"If an upgrade is the ultimate outcome of our review, it would
likely be limited to one notch," Mr. Nadramia said.
     
Valmont has a well-established market position in its Engineered
Structural Support segment, which provides custom designed metal
poles for use in the lighting, traffic, utility, and specialty
markets.  It also benefits from its significant market positions
in its Utility Support Structures and Irrigation Segments.


VESCOR DEVELOPMENT: Files Chapter 11 Liquidation Plan in Nevada
---------------------------------------------------------------
Vescor Development LLC and its debtor-affiliates delivered their
Joint Chapter 11 Plan of Liquidation dated Nov. 19, 2007, to the
United States Bankruptcy Court for the District of Nevada.

                       Overview of the Plan

The Plan contemplates the liquidation and distribution of the
Debtors' assets to all of their valid creditors.  The Debtors
together with the Plan administrator will continue to market each
of the Debtors' properties for sale.

The Debtors say that only the Plan administrator has the authority
to close each sale and the net sale proceeds will be held by the
Plan administrator into the payment reserve.

The Debtors further say that, if no offer is received by the
offer deadline, the automatic stay will be lifted, so that Apex
Holding Company LLC may foreclose the Debtors' properties in
accordance with the applicable state law.

The Plan further implements the Global Settlement Agreement that
provides unsecured creditors against Val E. Southwick and his
affiliates a pro rata distribution in any remaining proceeds and
any intercompany collections after all valid claims have been paid
in full.

                        Treatment of Claims

Under the Plan, each allowed Administrative and Priority Tax
Claims will be paid in full from the Plan distribution cash on the
effective date.  In addition, unpaid balance, if any, of allowed
Priority Tax claim will accrue interest fixed at the rate per
annum equal to the rate provided by Internal Revenue code Section
6621 and 6622.

Apex Holding Company LLC's Claims will be paid from the net sale
proceeds on one or more payment date established by the Plan
administrator after the closing of one or more sales.

Apex Utility Holding Company's Claims will also be paid from the
nets sale proceeds on one or more payment dates established by the
Plan administrator after the closing of one or more sales.

Under the Plan, if offers for all of the Debtor's properties are
received on the confirmation date, each of these allowed claims,
among others:

   -- Apex Holding Company LLC
   -- Apex Utility Holding Company
   -- Miscellaneous Secured
   -- VesCor Lease Rejection
   -- General Unsecured

will be cured or reinstated by payment of these amount, from the
Plan distribution cash in the payment reserve, including:

   a) the principal portion of the claim, prepetition interest at
      the non-default contract rate and prepetition charges that
      are not default-related;

   b) posptetion interest from the petition date at the applicable
      non-default contract of statutory rate; and

   c) the amount of actual damages incurred by these holders as
      provided in Section 1124(2)(C) and 1124(2)(D) of the
      Bankruptcy Code.

In contrast, if offers are not received on the confirmation date,
holders of these claims will be entitled to receive 100% plus
interest, only if the Debtors are solvent.
   
Other Priority Claims will be entitled to receive cash in full
amount, but without interest on the distribution date.

The Debtors tell the Court that each holder of Affiliate's
Intercompany Claims will be entitled to vote.  According to the
Debtor, any value attributable to these claim is being re-
directed, which value is to be distributed through global
settlement payments and interpleader, all of which in accordance
with the Plan.

Equity Interest in each of the Debtors will be transferred to
the Plan administrator to enable it to carry out the terms of the
Plan.  The Debtors said holders have consented to re-direct the
value attributable to their interest, which value is also to be
distributed through global settlement payments and interpleader.

A full-text copy of Vescor's Joint Chapter 11 Plan of Liquidation
is available for a fee at:

   http://www.researcharchives.com/bin/download?id=071121012805

                    About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered its
reorganization plan and disclosure statement in January 2007,
whereby they planned to pay its general unsecured creditors in
full.  The Court confirmed that plan on March 20, 2007, with a
condition to retain a qualified chief restructuring officer.


VIJAYKUMAR PATEL: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Vijaykumar U. Patel
        faw Johnston Threads, Inc.
        aka Vijay U. Patel
        9922 Gladiola Circle
        Fountain Valley, CA 92708

Bankruptcy Case No.: 07-13886

Chapter 11 Petition Date: November 20, 2007

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Thomas J. Tedesco, Esq.
                  1855 West Katella Avenue, Suite 365
                  Orange, CA 92867
                  Tel: (714) 771-1693

Estimated Assets: $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
International City Bank        value of collateral:    $1,022,245
249 East Ocean Boulevard       $800,000; value of
Long Beach, CA 90802           security: $656,820

Khan, Afzal/Greenstar                                    $800,000
Technology, Inc.
C/O James B. Christensen,
Esq.
1202 Kettner Boulevard,
Suite 4200
San Diego, CA 92101

Johnston, Tom and Charlotte                             $600,000
c/o Mark Asdourian Esq.
4695 MacArthur Court,
Suite 30
Newport Beach, CA 92660-1882

Bank of America                                         $109,163

Toyota Federal Credit Union                              $39,799
Mastercard

California State Board of      Trade debt                $31,634
Equalization

CitiBank                                                 $29,222

Chase                                                    $27,852

United Mileage Plus                                      $20,173

J.A.M.S.                                                 $18,599

Capital One Services                                     $14,037

Sears Gold MasterCard                                     $8,240

Wells Fargo Business Card                                 $6,516

Home Depot Credit Services                                $2,985

American Express                                          $2,951

Wells Fargo Card Services                                 $2,249

Mervyns Card                                                $171


WATERFORD EQUITIES: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Waterford Equities, L.L.C.
             245 Long Hill Road
             Middletown, CT 06457

Bankruptcy Case No.: 07-32719

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Waterford Equities, L.L.C.                 07-32719
        Haven Eldercare, L.L.C.                    07-32720
        Haven Health Care Center of Windham,       07-32721
        L.L.C.
        Haven Healthcare Management, L.L.C.        07-32722
        Haven Health Center of Cromwell, L.L.C.    07-32723
        Haven Health Center of Rocky Hill, L.L.C.  07-32724
        Haven Health Center of Danielson, L.L.C.   07-32725
        Haven Health Center of Litchfield Hills,   07-32726
        L.L.C.
        Haven Health Center of East Hartford,      07-32727
        L.L.C.
        Haven Health Center of Jewett City,        07-32728
        L.L.C.
        Haven Health Center, Soundview L.L.C.      07-32729
        Haven Health Center of New Haven, L.L.C.   07-32730
        Haven Health Center of West Hartford,      07-32731
        L.L.C.
        Haven Health Center of Farmington, L.L.C.  07-32732
        Haven Health Center of Norwich, L.L.C.     07-32733
        Haven Health Center of Waterbury, L.L.C.   07-32734
        Haven Health Center of South Windsor,      07-32735
        L.L.C.
        Haven Health Center of Waterford, L.L.C.   07-32736
        Haven Health Center of Rutland, L.L.C.     07-32740
        Lighthouse Medical Supply, L.L.C.          07-32741
        Haven Health Center of St. Albans, L.L.C.  07-32742
        Haven Health Care Trust II, L.L.C.         07-32743
        Cromwell Crest Convalescent Home, Inc.     07-32744
        Applegate Lane, Inc.                       07-32745
        Haven Health Center of Claremont, L.L.C.   07-32746
        Litchfield Health Care Trust, L.L.C.       07-32747
        Haven Health Care Center of Warren, L.L.C. 07-32748
        Ferretti's Nursing Home, Inc.              07-32749
        Haven Equities of Warren, Rhode Island,    07-32750
        L.L.C.
        Haven Health Center of Pawtucket, L.L.C.   07-32751
        Pawtucket Equities, L.L.C.                 07-32752
        Haven Health Center of Derry, L.L.C.       07-32753
        Haven Health Center of Greenville, L.L.C.  07-32754
        Haven Eldercare of New Hampshire, L.L.C.   07-32755
        Haven Eldercare II, L.L.C.                 07-32756
        Greenville Equities, L.L.C.                07-32757
        Hampton Equities , L.L.C.                  07-32758
        Haven Health Center at Seacoast, L.L.C.    07-32759
        Haven Health Center of Coventry, L.L.C.    07-32760
        Chelsea Equities, L.L.C.                   07-32761
        Coventry Equities, L.L.C.                  07-32762
        Haven Health Center of Chelsea, L.L.C.     07-32763

Type of Business: The Debtors provide nursing care to the elderly
                  in New England, Connecticut.  They operate
                  health centers and assisted living facilities.  
                  They specialize in short-term rehabilitative
                  care and long-term care.  See
                  http://www.havenhealthcare.com/

Chapter 11 Petition Date: November 20, 2007

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtors' Counsel: Robert S. Hoff, Esq.
                  Wiggin & Dana
                  400 Atlantic Street, 7th Floor
                  Stamford, CT 06911
                  Tel: (203) 363-7626
                  Fax: (203) 363-7676
                     --and--
                  Sharyn B. Zuch, Esq.
                  Wiggin & Dana
                  One CityPlace, 34th Floor
                  185 Asylum Street
                  Hartford, CT 06103-3715
                  Tel: (860) 297-3715
                  Fax: (860) 525-9380

Debtors' Estimated Assets: $1 Million to $100 Million

Debtors' Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Omnicare Value Health Care     trade debt            $13,710,301
Attention: Richard T. Richow,
Director
National Credit & Collections
Omnicare, Inc.
1600 RiverCenter II
100 East RiverCenter
Boulevard, Suite 1500
Covington, KY 41011
Tel: (859) 392-3495
Fax: (859) 392-3330

Medventures Consulting,        consultant            $1,817,641
L.L.C.
Attention: Jim Allen
1349 Southwest 80th Avenue
Bell, FL 32619
Tel: (203) 772-4134

McKeeson Medical Co.           trade debt            $1,646,605
Supply
Attention: Don Trull
Director, Credit &
Collections
McKeeson Medical and Surgical
8741 Landmark Road
Richmond, VA 23228
Tel: (804) 553-2247
Fax: (804) 264-7540

Tax Administrator-Provider     tax                   $1,392,170
Tax
Attention: Eileen Hall,
Collections Manager
State of Rhode Island
One Capitol Hill
Providence, RI 02908
Tel: (401) 222-3195
Fax: (401) 222-3145

State of Vermont-Path          tax                   $1,315,470
Attention: Mr. John Dick
P.O. Box 888
312 Hurricane Lane
Williston, VT 05495-0888
Tel: (802) 879-5937

P.F.G.                         P.F.G. Note and       $1,018,775
Attention: Shane J. Gebo       invoices
Multi-Unit Sales Manager
P.F.G.-Springfield
340 Taylor Street
P.O. Box 3024
Springfield, MA 01101
Tel: (413) 846-5465
Fax: (413) 272-1602

Anthem                         self-insured health   $1,009,351
Attention: Ed Kask             claims
Tel: (203) 985-7496
Fax: (860) 655-9447

C.I.T. Carroll Hospital        note for bed lease    $667,724
Lease
Attention: Archie Leach
Carroll Hospital Group
825 Bradley Avenue
London, Ontario
Canada N63 3C2
Tel: (519) 963-4010
Fax: (519) 963-4013

Commissioner of Revenue        sales tax audit       $585,688
Services                       through various
Attention: Ronald Dirienzo     2005 dates dispute
Tax Division Assistant Chief   interest and penalty
State of Connecticut           of $250,000
Department of Revenue
Services
25 Siguourney Street
Hartford, CT 06106-5032

N.E.H.C. Pension Fund          Union 1199            $530,708
Attention: Robert Tessier      Pension
Executive Director
1199 New England Healthcare
77 Huyshope Avenue
Hartford, CT 06106-7001
Tel: (860) 728-1100
Fax: (860) 947-8080

C.I.&P.                        utilities-electric    $419,457
Attention: Susan Hissong
Collections Manager
Connecticut Light & Power
1985 Blue Hills Avenue
Extension
Windsor Locks, CT 06095
Tel: (860) 607-4627

Health Care Services           trade debt            $413,603
Collections Manager
Health Care Services Group
3220 Tillman Drive
Glenview Corp. Center
Bensalem, PA 19020

First Insurance Funding        insurance             $373,858
Attention: Mark C. Lucas
Senior V.P. Loan Collections
First Insurance Funding
8075 Innovation Way
Chicago, IL 60682
Tel: (800) 837-3707-4982
Fax: (847) 509-7112

Fire Protection Testing        trade debt            $370,619
Attention: Robert Babcock
Manager, F.P.T.
1701 Highland Avenue,
Suite 4
Cheshire, CT 06410
Tel: (203) 250-1115

Gulf South Medical Supply      medical supplies      $302,280
Attention: Billy Williams
V.P. Sales
Gulf South Medical Supply
4345 Southpoint Boulevard
Jacksonville, Florida 32216
Tel: (775) 854-9381

Zurich American Insurance      insurance             $274,573
Co. of Illinois
Attention: Howard R. Heilweil
Customer Service Executive
Zurich Global Corporate,
North American
60 State Street
Suite 600
Boston, MA 02109
Tel: (617) 570-8974
Fax: (404) 805-2246

Connecticut Natural Gas        utilities-heat        $260,000
Attention: Juliete Morle
Credit Services
The Connecticut Natural
Gas Corp.
P.O. Box 1500
Hartford, CT 06144-1500
Tel: (860) 727-3000

Genter Healthcare, Inc.        trade debt            $250,263
Attention: Dennis Genter,
President
Genter Healthcare
28 Ridgewood Commons
Wilmot, New Hampshire 03287
Tel: (603) 526-6559

Direct Supply                  trade debt            $237,235

Nstar Electric                 utilities-electric    $236,500

Hudson Home Health Care        trade debt            $236,258

Lawn Tailors                   trade debt            $230,202

Triple A Supplies, Inc.        trade debt            $216,085

National Grid #64712           utilities-electric    $215,042
21660 26

William Backus Hospital        ancillary medical     $213,130
                               services

N.E.H.C. Welfare Fund          union claim           $204,237

Guardian                       insurance             $173,891

Microsoft Licensing, G.P.      licensing             $162,590

Staples                        trade debt            $162,457

Complete Waste Removal         trade debt            $160,291

W.B. Mason Co., Inc.           trade debt            $154,253

Metro District Water           utilities-water       $138,828

Holland & Knight Attorney      legal fees            $135,000

Ufcwlocal 371 Welfare          union claim           $134,700

Guida Selbert Dairy Co.        trade debt            $129,914

H.&E. Enterprise               fire sprinklers       $126,700
                               and construction

Care Realty Group              settlement of care    $125,000
                               health bridge
                               facilities

R. Thomas Crovo                tax claim             $121,042

Heidell, Pittoni, Murphy &     legal fees            $108,590
Bach, L.L.P.

New England Gas                utilities-gas         $106,378

New England Mobil X-Ray        X-rays                $101,334

Therapeutic Dimensions         trade rentals         $98,174
Northeast, Inc.

Collaborative Lab Services     labs                  $89,316

C.T. Mobile Diagnostics,       X-rays                $88,013
L.L.C.

Path Lab, Inc.                 labs                  $84,514

Yankee Gas Account             utilities-gas         $82,102

Tax Collector-South Windsor    tax                   $82,001

City of Chelsea #153501/       utilities-water       $80,396
Water-Sewer                    and sewer

Hill-Rom                       trade debt            $79,129

American Medical Response      trade debt            $78,268


WATERFORD EQUITIES: Haven's CEO Denies State Counsel's Accusations
------------------------------------------------------------------
Raymond Termini, chief executive officer of Haven Healthcare, a
debtor-affiliate of Waterford Equities LLC, published his response
to the Hartford Courant's articles on Nov. 18, 2007 at Haven's Web
site.

The Hartford Courant had published articles regarding allegations
of the State Attorney General Richard Blumenthal that Mr. Termini
used Haven's assets for his personal gain and that the company
rendered poor care to its elderly patients.

As a response, Mr. Termini says, "The Hartford Courant story
unfairly misrepresents Haven Healthcare's commitment to quality
care, adequate staffing and financial management."

"The story references seven malpractice cases while ignoring the
fact that Haven has served 15,000 medically complex and frail
elderly in the past three years.  The complete circumstances of
each lawsuit and Haven's point of view are not represented at all
in the story.  The story takes into account the words of those who
stand to gain financially by their negative statements."

"The Courant displayed a complete misunderstanding of the state's
review process and the unique role played by Haven in providing
hope and care to the medically complex and frail elderly."

"Like other providers, Haven has struggled for years with
inadequate state reimbursements.  Since July, Haven has begun to
invest more than $10 million in frontline caregivers for our
facilities.  Hundreds of new staff are now at the bedside in Haven
homes and the benefits are already showing.  No one asked us to do
that; no one forced us to do it.  That was our decision because we
want the best for our patients," added Mr. Termini.

Meanwhile, Governor M. Jodi Rell ordered several state agencies to
attend to about 2,000 patients at Haven's 15 nursing homes in
Connecticut after Haven Health of Waterford's admission was halted
by the Department of Public Health, StamfordPlus reports, citing
Governor Rell's Office.

Gov. Blumenthal said Wednesday that the state will request the
appointment of an independent trustee to manage Haven's nursing
facilities, StamfordPlus relates.

Haven Healthcare is indebted to more than 50 creditors for almost
$31 million, Hartford Courant reveals.

Middletown, Connecticut-based Waterford Equities LLC --
http://www.havenhealthcare.com/-- and its affiliates operate  
nursing homes and provide nursing care throughout New England
states.


WCI COMMUNITIES: Gets Performance Waiver Effective Until Dec. 7
---------------------------------------------------------------
WCI Communities Inc. was not able to comply with a modified Fixed
Charge Coverage covenant under its Senior Secured Revolving Credit
Agreement and Term Loan Agreement for the quarter ended Sept. 30,
2007.  As a result, on Nov. 7, 2007, the company obtained a
limited waiver of performance under this covenant of the Credit
Facility and Term Loan which is effective through Dec. 7, 2007.

As of Sept. 30, 2007, the balance on the Credit Facility was
$448.7 million, the balance on the Term Loan was $262.5 million,
and the balance on the $390 million Revolving Tower Construction
Loan Agreement was $358.5 million.

At this time, it is not certain that the company will reach
agreement or obtain approval of the anticipated longer-term
amendment.  This amendment will be expensive and there can be no
assurance that WCI will able to comply with the amended covenants
and other requirements.

If WCI is unable to obtain the amendment or comply with its terms,
the lenders would have the right to exercise remedies specified in
the loan agreements, including foreclosing on certain collateral
and accelerating the maturity of the loans, which could result in
the acceleration of substantially all of WCI's other outstanding
indebtedness.  In this situation, there can be no assurance that
WCI would be able to obtain alternative financing.

In addition, if the company is determined to be in default of
these loan agreements, it may be prohibited from drawing
additional funds under the Credit Facility and the Tower Loan,
which could impair WCI's ability to maintain sufficient working
capital.  Either situation could have a material adverse affect on
the solvency of the company.

As reported in the Troubled Company Reporter on Aug. 21, 2007,
WCI has reached an agreement with its lenders to amend the
company's Revolving Credit Facility, Term Loan Agreement, and
Tower Facility, on Aug. 17, 2007.  The amendments are intended to
provide for greater operational flexibility in the current market
environment.

                      About WCI Communities

Headquartered in Florida, WCI Communities Inc. (NYSE: WCI) --
http://www.wcicommunities.com/-- is a home builder catering to      
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers both traditional and tower home choices and features a wide
array of recreational amenities in its communities.  In addition
to homebuilding, WCI generates revenues from its Prudential
Florida WCI Realty Division and its recreational amenities, well
as through land sales and joint ventures.  The company currently
owns and controls developable land on which the company plans to
build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Moody's lowered the ratings of WCI Communities Inc., including its
corporate family rating to Caa2 from B3 and the ratings on its
senior subordinated notes to Caa3 from Caa2.  The ratings outlook
is negative.


WCI COMMUNITIES: Incurs $69.7 Million Net Loss in Third Qtr. 2007
-----------------------------------------------------------------
WCI Communities Inc. reported a net loss of $69.7 million for the
three months ended Sept. 30, 2007, as compared with net income of
$10.7 million in the third quarter of 2006.  Revenues for the
third quarter of 2007 were $166.0 million, compared with
$425.6 million for the third quarter of 2006, a 61.0% decrease.  
Of this decrease, $88.9 million was due to reversal of Tower
Homebuilding revenue related to defaults recorded this quarter.

Company gross margin for the third quarter of 2007 was negative
$40.6 million versus positive $62.6 million, or 14.7% of revenue,
for the third quarter of 2006, a decrease of $103.2 million.  Of
this decrease, $23.7 million was due to reversal of Tower
Homebuilding gross margin related to defaults and default reserves
recorded this quarter.

Other unfavorable adjustments of estimates totaling $12.9 million
were also recorded to the Tower Homebuilding gross margin this
quarter.  In addition, real estate inventory impairment charges
and write-offs totaled $35.9 million in this third quarter.

"Demand continues to be unpredictable from week to week and we saw
an increase in defaults and cancellations during the third
quarter," said Jerry Starkey, President and chief executive
officer of WCI Communities.  "We are focused on reducing our costs
of operation and recently announced a restructuring that we expect
will enable us to lower our annual salary and benefit expenses by
about $46 million.  As a part of this restructuring, we have
combined geographic regions and retained the top talent capable of
taking on expanded roles and responsibility during this downturn.
During the quarter, we experienced higher tower defaults and
increased our reserves for future tower defaults.  This resulted
in revenue and earnings reversals and had a negative impact on our
financial performance during the period."

"We also wrote down our traditional and tower inventory to reflect
impairments caused by expected lower prices and slower absorption
in some product lines.  While lower demand and increased defaults
have severely hampered our earnings, we continue to expect
significant cash flow in the fourth quarter to result in about
$210 million to $460 million of cash flow for the full year
($200 million to $450 million from operating activities and
$10 million from investing activities).  The company's expected
cash flow from operations includes 275 to 300 traditional homes
closings in the fourth quarter.  The backlog of 591 traditional
homes as of Sept. 30, 2007 includes 273 homes scheduled to close
by year end."

For the nine month period ended Sept. 30, 2007, net loss totaled
$118.8 million compared with net income of $73.6 million during
the first nine months of 2006.  Revenues decreased 51.0% to $746.5
million from $1.52 billion for the nine months ended Sept. 30,
2006.

For the three months ended Sept. 30, 2007, gross new orders
totaled 197 units, a decline of 13.6% compared to the same quarter
in 2006, with a value for the third quarter of 2007 of
$139.1 million, down 22.5% from 2006.  Due largely to the reversal
of orders upon recording tower defaults, aggregate net orders were
a negative $14.3 million for this quarter, while the number of net
unit orders declined 82.9% to 24.

Traditional Homebuilding

Third quarter 2007 revenues for Traditional Homebuilding,
including lot sales, fell 25.9% to $157.0 million from $211.9
million for the third quarter of 2006.  The company closed 212
homes compared with 279 for the same period a year ago.

For the nine month period ended September 30, 2007, Traditional
Homebuilding revenues decreased 27.3% to $550.2 million.  The
company closed 735 homes compared with 1,143 for the same period a
year ago.  

Tower Homebuilding

For the three months ended Sept. 30, 2007, Tower Homebuilding
reported negative revenue of $36.8 million as compared to revenue
of $172.3 million for the same period a year ago, primarily due to
the reversal of revenue during the quarter related to defaulted
tower contracts, as well as a decrease in the number of towers
under construction this quarter and limited progression of
building percentage of completion among the towers under
construction.

For the nine months ended Sept. 30, 2007, revenues in Tower
Homebuilding fell 93.5% to $39.3 million.

Real Estate Services

Revenues for the Real Estate Services Division for the third
quarter 2007 were $20.8 million, an 11.1% decrease from the
$23.4 million recorded for the same period a year ago.  The
decline was primarily due to the slowing market for new and resale
homes during the quarter.

For the nine month period ended Sept. 30, 2007, revenues in the
Real Estate Services Division totaled $73.8 million, down 15.2%
from the $87.1 million recorded for the nine months ended
Sept. 30, 2006.

                  Cash Flow/Financial Position

For the nine months ended Sept. 30, 2007, cash flow from operating
activities and investing activities totaled $59.5 million
($33.3 million from operating activities and $26.2 million from
investing activities), compared with cash used of $650.1 million
($605.0 million used in operations and $45.1 million used for
investing activities) in the same period a year ago.

As of Sept. 30, 2007, the company had $3.4 billion in total
assets, $2.5 billion in total liabilities, and $974.9 million in
total stockholders' equity.

A full-text copy of the company's third quarter report for 2007 is
available for free at:

              http://ResearchArchives.com/t/s?2594

                      About WCI Communities

Headquartered in Florida, WCI Communities Inc. (NYSE: WCI) --
http://www.wcicommunities.com/-- is a home builder catering to      
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers both traditional and tower home choices and features a wide
array of recreational amenities in its communities.  In addition
to homebuilding, WCI generates revenues from its Prudential
Florida WCI Realty Division and its recreational amenities, well
as through land sales and joint ventures.  The company currently
owns and controls developable land on which the company plans to
build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Moody's lowered the ratings of WCI Communities Inc., including its
corporate family rating to Caa2 from B3 and the ratings on its
senior subordinated notes to Caa3 from Caa2.  The ratings outlook
is negative.


WILD WEST: Auction Sale of Amusement Park Begins December 11
------------------------------------------------------------
Wild West World LLC will be up for a series of public sale
beginning Dec. 11, 2007, after no buyer turned out to  
take over and operate the Debtor's business, Bill Rochelle
of Bloomberg News reports.

A hearing will take place on December 10 should any party
objects to the request, Bloomberg News adds.

As reported in the Troubled Company Reporter on Oct. 30, 2007,
the Debtor obtained authority from the U.S. Bankruptcy Court for
the District of Kansas to hire Rides-4-U Inc. as its broker.

Rides-4-U will assist the Debtor in the sale of about 24 rides
located within the Debtor's amusement park.

The broker will receive compensation of 10% commission for its
services.  No retainer will be paid to the broker.

The Bank of Blue Valley had previously filed a limited objection
with the Court indicating that the Debtor and the broker had
historical relationship with the bank.  BBV also indicated
intention to hire Rides-4-U to liquidate its assets.  Hence, the
Court ruled that BBV may separately hire Rides-4-U for the sale of
BBV's assets in a subsequent employment.  However, the subsequent
employment will not preclude the Debtor from seeking, or BBV
opposing, an assessment of administrative claims for the sale of
BBV's collateral within the Debtor's facility.
        
Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


WILLIAM LYON: S&P Lowers Ratings with Negative Outlook
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on William Lyon Homes.  The
outlook remains negative.  The rating actions affect $550 million
of unsecured notes.

"The downgrades reflect the likelihood that conditions will remain
very challenging in 2008, which will weigh on this privately held
homebuilder's already weak liquidity position and interest
coverage," said Standard & Poor's credit analyst George Skoufis.  
"The company's investments in community growth have resulted in
elevated debt and inventory levels, and tough operating conditions
in 2008 will make it difficult to liquidate inventory, which we
believe will weigh on the company's financial profile."

Standard & Poor's expects market conditions to remain challenging,
which will negatively affect the company's more concentrated
platform.  S&P would lower the ratings further if continued
weakness in key housing markets further constrains liquidity.  
Alternatively, S&P would revise the outlook back to
stable if market conditions stabilize, inventory liquidations
reduce revolver balances, and interest coverage improves.


WOLVERINE TUBE:Moody's Confirms Caa2 Ratings and Revises Outlook
----------------------------------------------------------------
Moody's Investors Service confirmed Wolverine Tube's Caa2
corporate family rating, Caa2 probability of default rating, and
Caa3 senior unsecured rating (LGD4, 63%).  The rating outlook was
revised to negative from ratings under review.  This action
concludes the review on Wolverine's ratings originated on August
30, 2007, when the ratings were placed under review for a possible
upgrade, which was prompted by the announcement of the rights
offering for up to $51 million, from which, together with the
exercised option value, the company could have received a maximum
of $83 million in cash proceeds.

On October 29, 2007, Wolverine completed its equity rights
offering, which resulted in gross proceeds of $28 million from the
shareholders' purchase of 25,450,453 shares of common stock.  
Wolverine also anticipates realizing an additional
$4.6 million in proceeds from the Alpine Group's and/or
Plainfield's purchase of an additional 4,620 shares of preferred
stock, needed to maintain their fully diluted ownership in
Wolverine at 55%.  Combined with additional $4.6 million in
preferred share proceeds, total proceeds would approximate
$32.6 million in equity, which has improved its near-term
liquidity.  The proceeds from the rights offering and $45.2
million in proceeds from the initial sale of preferred stock in
February 2007 have been used to repurchase all receivables
outstanding under the receivables sale facility as of November 7,
2007.

Wolverine's current ratings are reflective of the company's still
constrained liquidity profile due to near-term debt maturities,
cost and working capital pressures on the raw materials side,
particularly associated with copper price escalation, cash charges
resulting from the discontinuation of the US plumbing tube
business and closure of two facilities in Alabama and Mississippi,
as well as an overall weak operational profile and prolonged
margin compression.  The Caa2 corporate family rating incorporates
a greater likelihood than not that Wolverine will be able to
refinance its credit facilities and its $137 million of 7.375%
senior notes prior to their maturity in April 2008 and August
2008, respectively.  Therefore, a lack of progress in refinancing
upcoming debt maturities could lead to a downgrade.

As of September 30, 2007, Wolverine's current liquidity included
unrestricted cash of $25.8 million and $11.5 million of
availability under its $35 million senior secured credit facility.  
The availability under this facility has been reduced by $23.3
million of standby letters of credit.  The company also has about
$60 million of availability under its receivables sale facility.  
The company's credit facility and receivables sale facility both
terminate on April 28, 2008, and are expected to be refinanced in
the first quarter of 2008 as part of a complete recapitalization
plan.

These ratings were confirmed:

  -- Corporate family rating -- Caa2

  -- Probability of default -- Caa2

  -- 7.375% guaranteed senior unsecured notes due 2008 -- Caa3
     (LGD4, 63%)
  -- 10.5% guaranteed senior unsecured notes due 2009 -- Caa3
     (LGD4, 63%)

The rating outlook was changed to negative from under review for
possible upgrade

Moody's previous rating action for Wolverine was on November 1,
2006, when its corporate family rating was lowered to Caa2 from
Caa1 and its unsecured note rating was lowered to Caa3 from Caa2.

Headquartered in Huntsville, Alabama, Wolverine Tube, Inc. is U.S.
manufacturer and distributor of copper alloy tube, fabricated
products, and metal joining products for use in refrigeration and
air conditioning.  For the LTM ended
Sept. 30, 2007, the company had revenues of $1.3 billion, but
generated a $40 million net loss.


WORD & BOGGUS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Word & Boggus Building Co., Inc.
        Post Office Box 278
        Guntersville, AL 35976

Bankruptcy Case No.: 07-41984

Chapter 11 Petition Date: October 31, 2007

Court: Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Harry P. Long, Esq.
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  Fax: (256) 237-3268

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Madison Materials                           $879,370
P.O. Box 306
Guntersville, AL 35976

Hanson Pipe & Precast, Inc.                 $300,233
P.O. Box 730477
Dallas, TX 75373

Atlas Blasting Corporation                  $126,064
4204 Underwood Ind. Drive
Birmingham, AL 35210

Whitaker Contracting Corporation            $125,328

Tractor & Equipment Company                 $122,685

Bancorpsouth                                 $90,956

Marshall County Concrete                     $87,829

CDG Engineers & Associates, Inc.             $86,930

Komatsu Financial                            $30,838

Ragghlantl Foundations, Inc.                 $29,233

Cowin Equipment Co., Inc.                    $25,923

Magnolia Steel Company                       $20,787

Ingram & Associates                          $15,000

Volvo Commercial Finance                     $12,226

ASC Construction Equipment                   $11,905

Mericap Credit Corporation                    $9,760

Citizens Bank                                 $8,718

Wolford Excavation, LLC                       $8,010

Sunshine Supplies                             $6,300

Key Equipment Company                         $6,226


* Moody's Says Liquidity of US Companies Continue to Drop
---------------------------------------------------------
The intrinsic liquidity of US speculative-grade companies
continued to drop in October, as the number of issuers with weak
liquidity grew for the fourth month in a row and more issuers
showed a decline in liquidity quality than an improvement for the
third month in a row, says Moody's Investors Service in its
monthly Liquidity Risk Monitor.

Specifically, nine companies experienced downgrades of their
Speculative-Grade Liquidity rating in October, while only four
issuers had upgrades.  During the month, there were three
downgrades to the lowest SGL-4 rating of "weak," while only a
single issuer was upgraded out of the SGL-4 category.

"SGL rating changes have taken a decidedly negative turn since the
summer, in conjunction with the tighter credit environment," says
Analyst John Puchalla.  "Not withstanding a favorable credit
market that has aided balance-sheet repair in recent years, the
fragility of the speculative-grade issuers is increasingly
evident."

As of Oct. 31, 2007, Moody's had SGL ratings on 453 issuers, with
total rated debt of approximately $1.04 trillion.  Thirty of these
issuers now have SGL-4 or "weak" liquidity, which represents a 36%
jump from the 22 issuers with SGL-4 ratings at the end of June.

Puchalla says that an expanding population of issuers with SGL-4
ratings, especially at the lower end of the corporate family
rating scale, suggests an increase in the number of issuers in the
"pipeline" for default.

Of the 30 issuers with SGL-4 ratings, 19 have corporate family
ratings of Caa1 or lower.  The number of issuers rated Caa1 or
below with either SGL-4 ("weak") or SGL-3 ("adequate") ratings
increased to 35 in October from 32 in September.  In all, the
number of such issuers has increased 52% from 23 a year ago.

Currently 90% of Caa1-or-lower rated issuers have SGL ratings of
either SGL-3 or SGL-4, down slightly from the 91% of a month ago,
but above the 85% average over the last two years.

This "priming" for a rise in defaults is in line with Moody's
current projections of an increase in the global speculative-grade
default rate from its currently extremely low level of 1.1%.  
Moody's projects the default rate to rise to 3.6% in October 2008
and to 3.9% in October 2009.

Liquidity is a fundamental component of credit analysis. As part
of its liquidity stress analysis for speculative-grade rated
companies, Moody's looks at their ability\u2014in the event of
complete loss of market access\u2014to meet financial obligations
due over the next 12 months with available cash and liquid assets,
ongoing cash generation, and committed sources of financing.  
These latter financing alternatives include bank lines not subject
to material adverse change clauses, triggers, or other conditions.


* Moody's Says Private Equity Ownership Can Bring Enhancements
--------------------------------------------------------------
Private equity ownership can bring some corporate governance
enhancements that benefit bondholders, says Moody's Investors
Service in a new report.

Private equity owners have a high tolerance for leverage/risk and
minimal public transparency.  This approach heightens credit risk
and highlights that private equity owners pay less regard to
bondholders (at least, holders of bonds prior to the buy-out).  
The owner's relatively short-term investment horizon creates event
risk.

" Notwithstanding the very material risks associated with private
equity ownership, the involvement of private equity can provide
benefits for bondholders and potentially some reduction of the
credit risk posed by governance concerns, at least when compared
to other companies with high leverage that have different
ownership forms," says Moody's Team Managing Director Mark Watson,
author of the report.

Overall, private equity ownership usually heightens credit risk,
because of increased leverage and tolerance for risk, and also
because of the event risk created by the potential for dividends
and the inevitability of the company's eventual sale, which also
means owners are focused on increasing near-term investment
returns and on engineering the exit.  But all the effects on
governance are not against the interests of bondholders.

Watson notes, "Current market conditions may mean private equity
firms have to work harder to generate returns from the improved
governance and oversight they bring to companies they own.  After
all, the credit market squeeze means the companies have to operate
with less leverage, at least when compared to earlier in the year.  
And volatile equity markets limit the owner's IPO options."

Watson explains that private equity ownership structures typical
lead to management rewards based strictly on successfully creating
value, an ongoing commitment to robust controls and financial
reporting, and, importantly, an extremely involved board of
directors.

"Ultimately, bondholders benefit when engaged, knowledgeable board
of directors oversees management," says Watson.  "Boards of
private equity owned companies, which are comprised mainly of
representatives of the owner, are arguably the most engaged
boards."

Boards of private equity-owned companies are also much more
willing and able to fire managers that under perform, a quick
trigger usually in the interests of bondholders.

In general, the pay-for-performance culture and philosophy that
permeates private equity ownership is double-edged for
bondholders.

"On the one hand, pay-for-performance promotes a high performance
culture among management and focuses management on value-adding
activities," says Watson.  "On the other hand, it can encourage
management to share the owner's pre-disposition towards higher
leverage and risk and to focus on actions that have short-term,
not long-term, benefits."

As for financial reporting, while the quality and quantity of
publicly available information on a company clearly drops off when
a company goes private, and this lack of transparency adds credit
risk, reporting processes may well in fact be enhanced as owners
work to remove any hurdles to an eventual sale.

"It is often incorrect to infer that the lack of transparency from
going private translates into weak financial reporting processes
or under-resourced control functions such as audit, compliance, or
legal," says Watson.  "The private equity firm has a self-interest
in ensuring that these processes remain robust, and indeed in some
cases financial reporting and systems are strengthened to enable
more detailed, timely reporting to the private equity firm."

Moody's analysis of the governance implications of private equity
ownership develops over time as the private equity firm goes
through the stages of acquiring, running, and then selling the
company.  Factors with major credit implications include whether
there is a strategic investor or multiple investors (participating
in a "club deal") and the issues surrounding related party
transactions.

The full title of this Moody's Special Comment is "Credit
Implications of Corporate Governance in Private Equity Owned
Companies."


* Moody's Takes Rating Actions on Various Classes
-------------------------------------------------
Moody's Investors Service has issued press releases on these
rating actions:

                          Downgrades

360(Degree) Communications Company
  -- $16.49M affected
  -- BACKED Senior Unsecured ... to Caa1 from A2

ALLTEL Corporation
  -- $2.50B affected
  -- Senior Unsecured ... to Caa1 from A2

ALLTEL Ohio Limited Partnership
  -- $17.30M affected
  -- Senior Unsecured ... to Caa1 from A2

Saphir Finance Plc
  -- $2.05B affected
  -- STRUCT. Senior Secured ... to Baa3 from A2

                          Upgrades

Center for Diagnostic Imaging, Inc.
  -- $95.00M affected
  -- LT Corporate Family Ratings ... to B1 from B2
  -- Senior Secured Bank Credit Facility ... to Ba3 from B1

N-45 First CMBS Issuer Corporation, Commercial Mortgage-Backed
Bonds, Series 2000-2
  -- $6,902,000 Class C Notes ... to Aaa from Aa2
  -- $7,530,000 Class D Notes ... to Aaa from A2
  -- $8,785,000 Class E Notes ... to A2 from Baa3
  -- $6,275,000 -Class F Notes ... to Ba2 from B1

                 Review for Possible Downgrade

Amegy Bank National Association
  -- LT Bank Deposits ... A1
  -- LT OSO ... A1
  -- LT Issuer Rating ... A1
  -- Bank Financial Strength ... B-

Amegy Corporation
  -- LT Issuer Rating ... A2

Aphex Capital Plc
  -- $14.63M may be affected
  -- STRUCT. Senior Secured ... Baa2

California Bank & Trust
  -- LT Bank Deposits ... A1
  -- LT OSO ... A1
  -- LT Issuer Rating ... A1
  -- Bank Financial Strength ... B-

MortgageIT Mortgage Loan Trust 2006-1
  -- $17.79M may be affected
  -- STRUCT. Subordinate ... B3
  -- STRUCT. Subordinate ... Aa2

Nevada State Bank
  -- LT Bank Deposits ... A1
  -- LT OSO ... A1
  -- LT Issuer Rating ... A1
  -- Bank Financial Strength ... B-

Northern Rock plc
  -- $18.47B may be affected
  -- STRUCT. Senior Secured ... Aaa

Royal Bank of Scotland plc
  -- $15.00M may be affected
  -- STRUCT. Senior Subordinate ... Aa3

Saphir Finance Plc
  -- $820.78M may be affected
  -- STRUCT. Senior Secured ... Baa3

Zions Bancorporation
  -- $1.44B may be affected
  -- Senior Unsecured ... A2
  -- Subordinate ... A3
  -- Preferred Stock ... Baa1
  -- Senior Unsec. Shelf ... (P)A2
  -- Subordinate Shelf ... (P)A3
  -- Preferred Shelf ... (P)Baa1
  -- Preferred shelf -- PS2 ... (P)Baa1
  -- Commercial Paper ... P-1

Zions Capital Trust B
  -- $285.00M may be affected
  -- BACKED Preferred Stock ... A3

Zions Capital Trust C
  -- $1.10B may be affected
  -- BACKED Preferred Shelf ... (P)A3

Zions Capital Trust D
  -- $1.10B may be affected
  -- BACKED Preferred Shelf ... (P)A3

Zions First National Bank
  -- $793.19M may be affected
  -- LT Bank Deposits ... A1
  -- LT Deposit Note/CD Program ... A1
  -- LT OSO ... A1
  -- LT Issuer Rating ... A1
  -- Bank Financial Strength ... B-

Zions Institutional Capital Trust A
  -- $200.00M may be affected
  -- BACKED Preferred Stock ... A3

                   Review for Possible Upgrade

Athena Assurance Company
  -- Insurance Financial Strength ... Aa3

Atlantic Insurance Company
  -- Insurance Financial Strength ... Aa3

Automobile Insurance Company of Hartford
  -- Insurance Financial Strength ... Aa3

BNP Paribas, London Branch
  -- $87.80M may be affected
  -- STRUCT. Senior Subordinate ... Aa1

Charter Oak Fire Insurance Co.
  -- Insurance Financial Strength ... Aa3

Farmington Casualty Company
  -- Insurance Financial Strength ... Aa3

Gulf Underwriters Insurance Company
  -- Insurance Financial Strength ... Aa3

MMI Capital Trust I
  -- $125.00M may be affected
  -- BACKED Preferred Stock ... Baa1

MMI Companies, Inc.
  -- $125.00M may be affected
  -- Junior Subordinate ... Baa1

Phoenix Insurance Co.
  -- Insurance Financial Strength ... Aa3

Select Insurance Company
  -- Insurance Financial Strength ... Aa3

St. Paul Fire and Marine Insurance Company
  -- Insurance Financial Strength ... Aa3

St. Paul Medical Liability Insurance Company
  -- Insurance Financial Strength ... Aa3

St. Paul Reinsurance Company Limited
  -- Insurance Financial Strength ... Aa3

St. Paul Surplus Lines Insurance Company
  -- Insurance Financial Strength ... Aa3

Target Corporation
  -- $17.29B may be affected
  -- Senior Unsecured ... A1
  -- Senior Unsecured MTN ... A1
  -- LT Issuer Rating ... A1
  -- Senior Unsec. Shelf ... (P)A1
  -- Preferred Shelf ... (P)A3
  -- Preferred shelf -- PS2 ... (P)A3

Travelers Capital II
  -- BACKED Preferred Shelf ... (P)Baa1

Travelers Capital III
  -- BACKED Preferred Shelf ... (P)Baa1

Travelers Capital IV
  -- BACKED Preferred Shelf ... (P)Baa1

Travelers Capital V
  -- BACKED Preferred Shelf ... (P)Baa1

Travelers Casualty & Surety Co of Europe, Ltd
  -- Insurance Financial Strength ... Aa3

Travelers Casualty Company CT
  -- Insurance Financial Strength ... Aa3

Travelers Casualty and Surety Co of Illinois
  -- Insurance Financial Strength ... Aa3

Travelers Casualty and Surety Company
  -- Insurance Financial Strength ... Aa3

Travelers Casualty and Surety of America
  -- Insurance Financial Strength ... Aa3

Travelers Commercial Insurance Company
  -- Insurance Financial Strength ... Aa3

Travelers Companies, Inc. (The)
  -- $4.21B may be affected
  -- Senior Unsecured ... A3
  -- Senior Unsecured MTN ... A3
  -- Junior Subordinate ... Baa1
  -- Senior Unsec. Shelf ... (P)A3
  -- Subordinate Shelf ... (P)Baa1
  -- Preferred Shelf ... (P)Baa2
  -- Preferred shelf -- PS2 ... (P)Baa2
  -- Commercial Paper ... P-2

Travelers Indemnity Company
  -- Insurance Financial Strength ... Aa3

Travelers Indemnity Company of America
  -- Insurance Financial Strength ... Aa3

Travelers Indemnity Company of Connecticut
  -- Insurance Financial Strength ... Aa3

Travelers Indemnity Company of Illinois
  -- Insurance Financial Strength ... Aa3

Travelers Insurance Group Holdings, Inc.
  -- $200.00M may be affected
  -- Senior Unsecured ... A3

Travelers Personal Security Ins Co
  -- Insurance Financial Strength ... Aa3

Travelers Property Casualty Corp.
  -- $1.40B may be affected
  -- Senior Unsecured ... A3

Travelers Property Casualty Ins Co of ILL
  -- Insurance Financial Strength ... Aa3

Travelers Property Casualty Insurance Company
  -- Insurance Financial Strength ... Aa3

USF&G Capital I
  -- $100.00M may be affected
  -- BACKED Preferred Stock ... Baa1

USF&G Capital III
  -- $100.00M may be affected
  -- BACKED Preferred Stock ... Baa1

USF&G Corporation
  -- $525.00M may be affected
  -- Senior Unsecured MTN ... A3
  -- BACKED Subordinate ... Baa1
  -- BACKED Junior Subordinate ... Baa1

United States Fidelity & Guaranty Company
  -- Insurance Financial Strength ... Aa3

                          Assignments

Alltel Communications, Inc.
  -- $1000.00M 10.38% GTD PIK NOTES due 2017 ... Caa1

BA Credit Card Trust, BAseries (formerly MBNA credit Card Master
Note Trust, MBNAseries)
  -- $1.25 Billion Floating Rate Class A(2007-15) Notes ...
     (P)Aaa

BBVA RMBS 4 Fondo de Titulizacion de Activos
  -- EUR2,740.0 Million Series A1 notes due 2060 ... Aaa
  -- EUR960.0 Million Series A2 notes due 2060 ... Aaa
  -- EUR1,050.5 Million Series A3 notes due 2060 ... Aaa
  -- EUR41.7 Million Series B notes due 2060 ... Aa3
  -- EUR107.8 Million Series C notes due 2060 ... Baa1

Balti Investeeringute Grupi Pank AS
  -- BANK FINANCIAL STRENGTH RATING ... E+
  -- Frgn.Cur. BANK DEPOSIT RATING ... B1
  -- Frgn.Cur. BANK DEPOSIT RATING ... NP

Banco de Santiago del Estero S.A.
  -- BANK FINANCIAL STRENGTH RATING ... D-
  -- Ar.Peso BANK DEPOSIT RATING ... NP
  -- Ar.Peso BANK DEPOSIT RATING ... Ba2
  -- Frgn.Cur. BANK DEPOSIT RATING ... NP
  -- Ar.Peso BANK DEPOSIT RATING ... Aa2.ar
  -- Frgn.Cur. BANK DEPOSIT RATING ... Caa1
  -- Frgn.Cur. BANK DEPOSIT RATING ... Ba1.ar

Banco Espiritu Santo, S.A.
  -- EUR 0.00M Series 1 COVERED BONDS due 2012 ... (P)Aaa
  -- Frgn.Cur. 0.00M Programme COVERED BOND PROGRAMS ... (P)Aaa

CCT MTN Pte.
  -- Sing.$1000.00M GTD SINGAPORE MTN PROGRAM ... Baa1

Capital Auto Receivables Asset Trust 2007-4
  -- $51.76M 6.39% Cl. B COLL NOTES due 2014 ... A2
  -- $7.96M 7.50% Cl. D COLL NOTES due 2014 ... Ba1
  -- $23.89M 7.40% Cl. C COLL NOTES due 2014 ...Baa2
  -- $301.95M 5.30% Cl. A-4 COLL NOTES due 2014 ... Aaa
  -- $333.00M 4.91% Cl. A-1 COLL NOTES due 2008 ... P-1
  -- $100.00M 4.93% Cl. A-2a COLL NOTES due 2010 ... Aaa
  -- $160.00M 5.00% Cl. A-3a COLL NOTES due 2011 ... Aaa

Nuevo Banco de La Rioja S.A.

BANK FINANCIAL STRENGTH RATING ... D-
  -- Ar.Peso BANK DEPOSIT RATING ... NP
  -- Ar.Peso BANK DEPOSIT RATING ... Ba2
  -- Frgn.Cur. BANK DEPOSIT RATING ... NP
  -- Ar.Peso BANK DEPOSIT RATING ... Aa2.ar
  -- Frgn.Cur. BANK DEPOSIT RATING ... Caa1
  -- Frgn.Cur. BANK DEPOSIT RATING ... Ba1.ar

Wachovia Capital Trust X
  -- $750.00M PFD/PREF STOCK due 2047 ... A1

Rated 11/13/2007

                         Withdrawals

St. Paul Capital Trust I
  -- BACKED Preferred Stock ... Formerly Baa1

USF&G Capital II
  -- BACKED Preferred Stock ... Formerly Baa1

USF&G Corporation
  -- Junior Subordinated ... Formerly Baa1

                        Outlook Actions

360(Degree) Communications Company
  -- To Stable ... from Rating(s) Under Review

ALLTEL Corporation
  -- To Stable ... from Rating(s) Under Review

ALLTEL Ohio Limited Partnership
  -- To Stable ... from Rating(s) Under Review

Amegy Bank National Association
  -- To Rating(s) Under Review ... from Stable

Amegy Corporation
  -- To Rating(s) Under Review ... from Stable

Athena Assurance Company
  -- To Rating(s) Under Review ... from Positive

Atlantic Insurance Company
  -- To Rating(s) Under Review ... from Positive

Balti Investeeringute Grupi Pank AS
  -- To Stable ... from Never Assigned

Banco de Santiago del Estero S.A.
  -- To Stable(m) ... from Never Assigned

CCT MTN Pte.
  -- To Stable ... from Never Assigned

California Bank & Trust
  -- To Rating(s) Under Review ... from Stable

Farming  -- Ton Casualty Company
  -- To Rating(s) Under Review ... from Positive

Konica Minolta Holdings, Inc.
  -- To Positive ... from Stable

MMI Capital Trust I
  -- To Rating(s) Under Review ... from Positive

MMI Companies, Inc.
  -- To Rating(s) Under Review ... from Positive

Nevada State Bank
  -- To Rating(s) Under Review ... from Stable

Nuevo Banco de La Rioja S.A.
  -- To Stable(m) ... from Never Assigned

Phoenix Insurance Co.
  -- To Rating(s) Under Review ... from Positive

St. Paul Capital Trust I
  -- To Ratings Withdrawn ... from Positive

Target Corporation
  -- To Rating(s) Under Review ... from Stable

Travelers Capital II
  -- To Rating(s) Under Review ... from Positive

Travelers Capital III
  -- To Rating(s) Under Review ... from Positive

Travelers Capital IV
  -- To Rating(s) Under Review ... from Positive

Travelers Capital V
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty & Surety Co of Europe, Ltd
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty Company CT
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty and Surety Co of Illinois
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty and Surety Company
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty and Surety of America
  -- To Rating(s) Under Review ... from Positive

Travelers Commercial Insurance Company
  -- To Rating(s) Under Review ... from Positive

Travelers Capital II
  -- To Rating(s) Under Review ... from Positive

Travelers Capital III
  -- To Rating(s) Under Review ... from Positive

Travelers Capital IV
  -- To Rating(s) Under Review ... from Positive

Travelers Capital V
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty & Surety Co of Europe, Ltd
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty Company CT
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty and Surety Co of Illinois
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty and Surety Company
  -- To Rating(s) Under Review ... from Positive

Travelers Casualty and Surety of America
  -- To Rating(s) Under Review ... from Positive

Travelers Commercial Insurance Company
  -- To Rating(s) Under Review ... from Positive

USF&G Capital I
  -- To Rating(s) Under Review ... from Positive

USF&G Capital II
  -- To Ratings Withdrawn ... from Positive

USF&G Capital III
  -- To Rating(s) Under Review ... from Positive

USF&G Corporation
  -- To Rating(s) Under Review ... from Positive

United States Fidelity & Guaranty Company
  -- To Rating(s) Under Review ... from Positive

Zions Bancorporation
  -- To Rating(s) Under Review ... from Stable

Zions Capital Trust B
  -- To Rating(s) Under Review ... from Stable

Zions Capital Trust C
  -- To Rating(s) Under Review ... from Stable

Zions Capital Trust D
  -- To Rating(s) Under Review ... from Stable

Zions First National Bank
  -- To Rating(s) Under Review ... from Stable

Zions Institutional Capital Trust A
  -- To Rating(s) Under Review ... from Stable

POS = Positive
NEG = Negative
DEV = Developing
NOO = No Outlook
RUR = Rating(s) Under Review
(m) = Multiple outlooks with directional differences exist for
      this issuer.
STA(m) = Stable with directional differences at the asset/issue
      level.
NEG(m) = Negative with directional differences at the
      asset/issue level.
POS(m) = Positive with directional differences at the
      asset/issue level.
DEV(m) = Developing with directional differences at the
      asset/issue level.
RWR = Ratings Withdrawn


* S&P Holds Ratings on Nine Ford-Related U.S. Repack Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on nine
U.S. repack transactions related to Ford Motor Co. (Ford;
B/Stable/B-3) and removed them from CreditWatch, where they
were placed with positive implications on Sept. 28, 2007.
     
These rating actions reflect the Nov. 19, 2007, affirmation of the
long-term corporate credit and senior unsecured debt ratings on
Ford and related entities and their removal from CreditWatch
positive.  The corporate rating actions on Ford and its affiliates
have no immediate rating impact on the Ford-related asset-backed
securities supported by collateral pools
of consumer auto loans or auto wholesale loans.
     
All of the transactions with affirmed ratings are pass-through
transactions, and the ratings are based solely on the senior
unsecured rating assigned to the underlying collateral.  The
underlying collateral consists of securities issued by Ford, as
indicated in the list below.
     
    
     Ratings Affirmed and Removed from Creditwatch Positive
   
       Corporate Backed Trust Certificates Ford Motor Co.
              Debenture-Backed Series 2001-36 Trust

               Rating
               ------
     Class   To     From              Underlying collateral
     -----   --     ----              ---------------------
     A-1     CCC+   CCC+/Watch Pos    7.7% deb due 05/15/2097
     A-2     CCC+   CCC+/Watch Pos    7.7% deb due 05/15/2097
      
       Corporate Backed Trust Certificates Ford Motor Co.
                 Note-Backed Series 2003-6 Trust

               Rating
               ------
     Class   To     From              Underlying collateral
     -----   --     ----              ---------------------
     A-1     CCC+   CCC+/Watch Pos  7.45% Global Landmark Secs
                                  (GlobLS) notes due 07/16/2031
    
                CorTS Trust for Ford Debentures

               Rating
               ------
     Class   To     From              Underlying collateral
     -----   --     ----              --------------------
     Certs   CCC+   CCC+/Watch Pos    7.4% deb due 11/01/2046
    
                  CorTS Trust II for Ford Notes

              Rating
              ------
    Class   To     From                Underlying collateral
    -----   --     ----                ---------------------
    Certs   CCC+   CCC+/Watch Pos    7.45% Global Landmark Secs
                                  (GlobLS) notes due 07/16/2031

                   PPLUS Trust Series FMC-1

              Rating
              ------
   Class    To       From              Underlying collateral
   -----    --       ----              ---------------------
   Certs    CCC+     CCC+/Watch Pos  7.45% Global Landmark Secs
                                  (GlobLS) notes due 07/16/2031
    
                PreferredPLUS Trust Series FRD-1

             Rating
             ------
   Class   To     From                 Underlying collateral
   -----   --     ----                 ---------------------
   Certs   CCC+   CCC+/Watch Pos       7.4% deb due 11/01/2046

              Public STEERS Series 1998 F-Z4 Trust

            Rating
            ------
   Class   To     From                 Underlying collateral
   -----   --     ----                 ---------------------
   A       CCC+   CCC+/Watch Pos       7.7% deb due 05/15/2097
   B       CCC+   CCC+/Watch Pos       7.7% deb due 05/15/2097
     
                    SATURNS Trust No. 2003-5

             Rating
             ------
   Class   To     From                 Underlying collateral
   -----   --     ----                 ---------------------
   Units   CCC+   CCC+/Watch Pos     7.45% Global Landmark Secs
                                  (GlobLS) notes due 07/16/2031
    
        Trust Certificates (TRUCs) Series 2002-1 Trust

             Rating
             ------
   Class   To     From                 Underlying collateral
   -----   --     ----                 ---------------------
   A-1     CCC+   CCC+/Watch Pos       7.7% deb due 05/15/2097


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re 442 North Sutter Street
   Bankr. E.D. Calif. Case No. 07-29563
      Chapter 11 Petition filed November 9, 2007
         See http://bankrupt.com/misc/caeb07-29563.pdf

In Re Club Boogie 2, Inc.
   Bankr. E.D. Penn. Case No. 07-16726
      Chapter 11 Petition filed November 13, 2007
         Filed as Pro Se

In Re Lisa Peterson Love
   Bankr. D. Ariz. Case No. 07-06046
      Chapter 11 Petition filed November 14, 2007
         See http://bankrupt.com/misc/azb07-06046.pdf

In Re Timberpoint Unfinished Furniture, L.L.C.
   Bankr. D. Ariz. Case No. 07-06068
      Chapter 11 Petition filed November 14, 2007
         See http://bankrupt.com/misc/azb07-06068.pdf

In Re J.G.T. Restaurant Group #2, L.L.C.
   Bankr. N.D. Ga. Case No. 07-79192
      Chapter 11 Petition filed November 14, 2007
         See http://bankrupt.com/misc/ganb07-79192

In Re Sean O. Hanlin
   Bankr. S.D. Ind. Case No. 07-11352
      Chapter 11 Petition filed November 14, 2007
         See http://bankrupt.com/misc/insb07-11352.pdf

In Re Sharon Ringgenberg
   Bankr. N.D. Calif. Case No. 07-43886
      Chapter 11 Petition filed November 14, 2007
         Filed as Pro Se

In Re J.R.B. Food, Inc.
   Bankr. N.D. Tex. Case No. 07-35664
      Chapter 11 Petition filed November 14, 2007
         See http://bankrupt.com/misc/txnb07-35664.pdf

In Re Rio Sabor Brazil Restaurant, L.L.C.
   Bankr. D. Ariz. Case No. 07-06087
      Chapter 11 Petition filed November 15, 2007
         See http://bankrupt.com/misc/azb07-06087.pdf

In Re Parnasa Holding, L.L.C.
   Bankr. S.D. Fla. Case No. 07-20084
      Chapter 11 Petition filed November 15, 2007
         See http://bankrupt.com/misc/flsb07-20084.pdf

In Re Joel Richard Saline
   Bankr. D. Md. Case No. 07-21525
      Chapter 11 Petition filed November 15, 2007
         See http://bankrupt.com/misc/mdb07-21525.pdf

In Re Challenger Resources, L.L.C.
   Bankr. E.D. N.C. Case No. 07-04337
      Chapter 11 Petition filed November 15, 2007
         See http://bankrupt.com/misc/nceb07-04337.pdf

In Re R.J.C. Realty Holding Corp.
   Bankr. E.D. N.Y. Case No. 07-74678
      Chapter 11 Petition filed November 15, 2007
         See http://bankrupt.com/misc/nyeb07-74678.pdf

In Re R.G. Endeavors, Inc.
   Bankr. S.D. N.Y. Case No. 07-13609
      Chapter 11 Petition filed November 15, 2007
         See http://bankrupt.com/misc/nysb07-13609.pdf

In Re A.G.C. Petcenter, Inc.
   Bankr. N.D. Ohio Case No. 07-34972
      Chapter 11 Petition filed November 15, 2007
         See http://bankrupt.com/misc/ohnb07-34972.pdf

In Re Touch of Summer, Ltd.
   Bankr. E.D. N.Y. Case No. 07-74677
      Chapter 11 Petition filed November 15, 2007
         Filed as Pro Se

In Re Jeffrey A. Catlin
   Bankr. E.D. Calif. Case No. 07-29760
      Chapter 11 Petition filed November 15, 2007
         Filed as Pro Se

In Re Unlimited Clothing & Shoes, Inc.
   Bankr. N.D. Calif. Case No. 07-43943
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/canb07-43943.pdf

In Re The Rug Merchant
   Bankr. D. Mass. Case No. 07-17353
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/mab07-17353.pdf

In Re Bon Vie, Inc.
   Bankr. D. Md. Case No. 07-21536
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/mdb07-21536.pdf

In Re Greentrails, Inc.
   Bankr. E.D. N.C. Case No. 07-02602
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/nceb07-02602.pdf

In Re Willow Creeks, Inc.
   Bankr. D. Nev. Case No. 07-51560
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/nvb07-51560.pdf

In Re Willow Creek Partners, L.L.C.
   Bankr. D. Nev. Case No. 07-51561
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/nvb07-51561.pdf

In Re Oak Engineered Products, Inc.
   Bankr. W.D. Penn. Case No. 07-27290
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/pawb07-27290.pdf

In Re ClassicStar, L.L.C.
   Bankr. D. Utah Case No. 07-70001
      Chapter 11 Petition filed November 16, 2007
         Filed as Pro Se

In Re Alazon Waco Corp.
   Bankr. N.D. Tex. Case No. 07-35703
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/txnb07-35703.pdf

In Re M.G.A. Planning Services, Inc.
   Bankr. W.D. Tex. Case No. 07-12137
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/txwb07-12137.pdf

In Re Startup Partnership #1
   Bankr. W.D. Wash. Case No. 07-43888
      Chapter 11 Petition filed November 16, 2007
         See http://bankrupt.com/misc/wawb07-43888.pdf

In Re Nievezquez Production, Inc.
   Bankr. D. Conn. Case No. 07-21662
      Chapter 11 Petition filed November 19, 2007
         See http://bankrupt.com/misc/ctb07-21662.pdf

In Re Nu-Way Cleaners, Inc. of Medford
   Bankr. D. Mass. Case No. 07-17417
      Chapter 11 Petition filed November 19, 2007
         See http://bankrupt.com/misc/mab07-17417.pdf

In Re Strategic Applications & Technologies, Inc.
   Bankr. D. Md. Case No. 07-21661
      Chapter 11 Petition filed November 19, 2007
         See http://bankrupt.com/misc/mab07-21661.pdf

In Re Keenan-Dylan Entertainment, L.L.C.
   Bankr. D. Nev. Case No. 07-51572
      Chapter 11 Petition filed November 19, 2007
         See http://bankrupt.com/misc/nvb07-51572.pdf

In Re Keystone Cue and Cushion, Inc.
   Bankr. D. Nev. Case No. 07-51573
      Chapter 11 Petition filed November 19, 2007
         See http://bankrupt.com/misc/nvb07-51573.pdf

In Re Alison Novelties
   Bankr. D. Nev. Case No. 07-51574
      Chapter 11 Petition filed November 19, 2007
         See http://bankrupt.com/misc/nvb07-51574.pdf

In Re H.R.E., Inc.
   Bankr. W.D. Va. Case No. 07-71845
      Chapter 11 Petition filed November 19, 2007
         See http://bankrupt.com/misc/vawb07-71845.pdf

In Re Richmond Beach Coffee Co.
   Bankr. W.D. Wash. Case No. 07-15536
      Chapter 11 Petition filed November 19, 2007
         See http://bankrupt.com/misc/wawb07-15536.pdf

In Re Statewide Express, Inc.
   Bankr. M.D. Fla. Case No. 07-11309
      Chapter 11 Petition filed November 20, 2007
         See http://bankrupt.com/misc/flmb07-11309.pdf

In Re M.C.G. I, L.L.C.
   Bankr. N.D. Ill. Case No. 07-21866
      Chapter 11 Petition filed November 20, 2007
         See http://bankrupt.com/misc/ilnb07-21866.pdf

In Re Dovetail, Inc.
   Bankr. N.D. Ill. Case No. 07-72820
      Chapter 11 Petition filed November 20, 2007
         See http://bankrupt.com/misc/ilnb07-72820.pdf

In Re Tile Solutions Corp.
   Bankr. D. N.J. Case No. 07-27112
      Chapter 11 Petition filed November 20, 2007
         See http://bankrupt.com/misc/njb07-27112.pdf

In Re Fernali Ferrice
   Bankr. N.D. Ill. Case No. 07-21850
      Chapter 11 Petition filed November 20, 2007
         Filed as Pro Se

In Re Gluth Construction Co., Inc.
   Bankr. W.D. Va. Case No. 07-71851
      Chapter 11 Petition filed November 20, 2007
         See http://bankrupt.com/misc/vawb07-71851.pdf

                            *********

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
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                    *** End of Transmission ***