TCR_Public/071129.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 29, 2007, Vol. 11, No. 283

                             Headlines



101 MONUMENT: Case Summary & Three Largest Unsecured Creditors
738 ST MARKS: Case Summary & 13 Largest Unsecured Creditors
AINSWORTH LUMBER: Posts CDN$37.2MM Net Loss in Qtr. Ended Sept. 30
ALLSTATE EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
AMERIQUEST: Fitch Downgrades Ratings on Three Cert. Classes

AMERIQUEST MORTGAGE: Fitch Holds Ratings on $1.48 Bil. Certs.
AMKOR TECHNOLOGY: Improved Cash Flow Cues S&P's Positive Outlook
AMR CORP: Plans to Divest American Eagle Division
ARLO VI: Moody's Hacks Rating on $15 Mil. Notes to Ba3 from A3
ARLO VI: Moody's Cuts Rating on $7.5MM Notes to B2 from Baa2

ASPEN EXECUTIVE: Gets Interim OK to Use Calim Venture DIP Funds
ASPEN EXECUTIVE: Asset Sale Protocol Gets Court Approval
ASSET BACKED: Fitch Lowers Rating on Class M-6 Certs. to B
AXON FINANCIAL: Poor Market Value Prompts S&P's Default Ratings
BEAR STEARNS: Fitch Holds Low-B Ratings on Six Cert. Classes

BEAR STEARNS: Moody's Junks Rating on 2004-SD3 Class B Trusts
BFC SILVERTON: Moody's Junks Ratings on Three Note Classes
CIGNA CORP: Moody's Affirms (P)Ba1 Rating on Preferred Stock Shelf
COLORADO EDUCATIONAL: S&P Lifts Revenue Debt Rating to B+
COLUMBIA AIRCRAFT: Park Electrochemical Cancels Bid for Assets

COLUMBIA AIR: Cessna Aircraft Wins Auction with $26.4 Million Bid
COMPASS DIVERSIFIED: Offers Shareholders Reinvestment Plan
COUNTRYWIDE HOME: Moody's Junks Ratings on Two Loan Classes
CREDIT SUISSE: Fitch Lowers Ratings on $209.9MM Transactions
CREDIT SUISSE: Fitch Lowers Rating on Class M-3 Certs. to B

CRESTED CORP: Completes Merger Deal with U.S. Energy
CROWN CASTLE: Fitch Holds 'BB' Rating on $83MM Class G Notes
CROWN HOLDINGS: Completes Share Repurchase Deal with BNP Paribas
CSFB 2004-CF1: Moody's Lowers Rating on Class B Loan to B3
CYRUS REINSURANCE: Moody's Rates $65MM Sr. Secured Loan at Ba1

DANKA BUSINESS: Delists American Depositary Shares from Nasdaq
DECORDOVA/PERMIAN: Fitch Assigns 'B/RR4' Rating on 7.48% Bonds
DEERFIELD TRIARC: Moody's Cuts Corporate Family Rating to Ba3
DENNY'S INC: Credit Repayment Cues S&P to Revise Rating to BB
DOLE FOOD: Poor Operating Results Cue S&P's Negative Watch

DUNMORE HOMES: U.S. Trustee Appoints 7-Member Creditors' Committee
DUNMORE HOMES: Three Big Creditors Want Venue Moved to California
DURA AUTOMOTIVE: Court Postpones Confirmation Hearing
EMAGIN CORP: Sept. 30 Balance Sheet Upside-Down by $3.6 Million
ENESCO GROUP: IRS Balks Second Amended Liquidation Plan

ENVIRONMENTAL TECTONICS: PNC Waives Default on Credit Facility
EQUINOX ON THE PARK: Case Summary & 20 Largest Unsecured Creditors
FEENUNE LLC: Case Summary & Five Largest Unsecured Creditors
FIELDSTONE MORTGAGE: Can Access C-BASS' $1.5 Mil. DIP Facility
FINLAY ENTERPRISES: Posts $7.5MM Net Loss in Period Ended Nov. 3

GAP INC: Board Declares $0.08 Per Share Quarterly Dividend
GP&E OPERATING LP: Involuntary Chapter 11 Case Summary
GS MORTGAGE: Fitch Lowers Rating on $14.9MM Certificates to BB
HANESBRANDS INC: S&P Affirms 'B+' Rating and Revises Outlook
HOMEBANC CORP: Can Sell Mortgage Loans with Unpaid Amount of $10MM

HOMESTAR MORTGAGE: S&P Cuts Rating on Class M-8 to B from BBB-
IPSWICH STREET: Moody's Places B1 Rating Under Review
ISONICS CORP: Inks Merger Term Sheet with Universal Guardian
JAMES RIVER: Selling 4.5MM Shares Common Stock in Public Offering
JAMESON DEVELOPMENT: Voluntary Chapter 11 Case Summary

JAYS FOODS: Court Fixes December 17 as Claims Bar Date
JOHN RYAN: Case Summary & 4 Largest Unsecured Creditors
KMART CORP: Fitch Retains Junk Ratings on $3.9MM Certificates
LAKE MARTIN: Selects Espy Metcalf as Bankruptcy Counsel
LAKE MARTIN: Can Borrow $4,415,000 from Empire Financial

LAKE MARTIN: Wants R. Smith and D. Huskey as Special Counsels
LEVITT AND SONS: Homeowners Object to Home Sale Contracts Closing
LEVITT AND SONS: Laurel Canyon Residents Want Grace Period
LIFEPOINT HOSPITALS: Board Okays $150 Mil. Share Repurchase Plan
MACO INC: Files Schedules of Assets and Liabilities

MACO STEEL: Committee Wants to Hire Barnes & Thornburg as Counsel
MARCAL PAPER: Court Approves Bidding Procedure for Sale of Assets
MEDICAL SOLUTIONS: Sept. 30 Balance Sheet Upside-Down by $2.1 Mil.
MERRILL LYNCH: Fitch Rates $3.1 Million Class B-5 Certs. at B+
MERRILL LYNCH: Fitch Downgrades Rating on Class B3 Loans to B

MICHAEL CLIFFORD: Case Summary & 20 Largest Unsecured Creditors
MORGAN CREEK/PERMIAN: Fitch Rates 7.46% Facility Bonds at B/RR4
MORGAN STANLEY: Moody's Lowers Junks Ratings on Three Classes
MOTHERS WORK: S&P Hold 'B' Rating and Revises Outlook to Negative
MOVIE GALLERY: Panel Taps Imperial Capital as Financial Advisor

MOVIE GALLERY: Wants to Pay Obligations to Smaller Suppliers
MRS FIELDS: S&P Withdraws Ratings at Company's Request
MTI TECHNOLOGY: U.S. Trustee Appoints Nine-Member Creditors Panel
MTI TECHNOLOGY: Committee Taps Winthrop as Insolvency Counsel
NEPTUNE INDUSTRIES: Sept. 30 Balance Sheet Upside-Down by $2 Mil.

NETBANK INC: Intends to Liquidate Assets Under Chapter 11
ORION 2006-2: Poor Credit Quality Cues Moody's Rating Downgrades
ORLANDO CITYPLACE: Wants Additional Time to Sell Lexington Hotel
PACER HEALTH: Sept. 30 Balance Sheet Upside-Down by $6.8 Million
PACIFICNET INC: Posts $220,000 Net Loss in Qtr. Ended Sept. 30

PARK PLACE: Fitch Puts 'BB' Ratings on Three Cert. Classes
PARK PLACE: Fitch Cuts Rating on Three Class Certificates
PHARMED GROUP: Hires Berger Singerman as Bankruptcy Counsel
PHARMED GROUP: Hires Trumbull Group as Claims and Noticing Agent
POINTE LLC: Case Summary & Five Largest Unsecured Creditors

PRIMITIVO IGLESIAS: Case Summary & 18 Largest Unsecured Creditors
QUEBECOR WORLD: Dividend Payment Suspension Cues S&P to Cut Rating
REFCO INC: RJM Wants Settlement Pact with FXCM Parties Approved
REFCO INC: Judge Drain Approves Settlement Agreement with SPhinX
REFCO INC: RCM Distributes $279.5 Million from SPhinX Proceeds

RESIDENTIAL ACCREDIT: S&P Retains 'B' Rating Under Neg. Watch
RESIDENTIAL ASSET: Moody's Lowers Ratings on 13 Tranches
REUNION INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
RFSC SERIES: Moody's Lowers Rating on Class M-2 Loans to Ba1
RIDGEVIEW PROFESSIONAL: Case Summary & Seven Largest Creditors

SACO MORTGAGE: Fitch Lowers Ratings on $56.9 Million Certificates
SAN HOLDINGS: Files for Bankruptcy Under Chapter 7 in Colorado
SAN HOLDINGS: Voluntary Chapter 7 Case Summary
SAVE OUR SPRINGS: To Pay Creditors from $60,000 Settlement Fund
SBA CMBS: Fitch Affirms 'B+' Rating on $71 Million Certificates

SEA CONTAINERS: Wants Exclusive Period Extended to February 20
SEA CONTAINERS: Court Approves Payment of Diligence Fees
SECURED ASSETS: Richard Kipperman Appointed as Chapter 11 Trustee
SILVER ELMS: Moody's Cuts Rating on $8 Million Notes to B2
SINOFRESH HEALT: Sept. 30 Balance Sheet Upside-Down by $2.8 Mil.

SPECIALTY UNDERWRITING: Fitch Holds 'BB' Rating on $2.7MM Trust
STANDARD PACIFIC: Denies Rumors of Looming Bankruptcy Filing
STRUCTURED ASSET: S&P Junks Rating on Class M3 Certificates
STRUCTURED ASSET: Moody's Cuts Rating on Class M4 Loans to B3
SUNNY DELIGHT: Improved Performance Cues S&P to Lift Rating

T&B MORTGAGE: Case Summary & 14 Largest Unsecured Creditors
TARRAGON CORP: Provides Update on Addressing Liquidity Issues
TCM MEDIA: Completed Sale Cues Moody's to Affirm B2 Rating
TERWIN MORTGAGE: S&P Puts Default Rating on Class B-5 Loans
TESORO CORP: Tracinda Withdraws Common Stock Tender Offer

THORPE INSULATION: Taps Pachulski Stang as General Counsel
THORPE INSULATION: U.S. Trustee Appoints Nine-Member Committee
THORPE INSULATION: Pacific Taps Clark & Trevithick as Counsel
TRANSAX INT'L: Sept. 30 Balance Sheet Upside-Down by $3.3 Million
TRAVELCLICK HOLDINGS: S&P Assigns 'B' Corporate Credit Rating

TREY RESOURCES: Unit Inks LOI to Sell Assets to SWK Solutions
TRIBUNE COMPANY: FCC to Decide on Temporary Waiver Today
TRICADIA CDO: S&P Puts 'BB' Rating on Class F Notes Under Watch
TRUMAN CAPITAL: Moody's Cuts Rating on Two Classes Loan to B3
TYCO INTERNATIONAL: Receives Notice of Default from Bank of NY

UAL CORP: Proposed Amendment Prompts S&P to Hold 'B' Rating
UAL CORP: Planned Amendment Cues Moody's to Hold B2 Rating
UNIVERSAL GUARDIAN: Inks Merger Term Sheet with Isonics
VICTOR BELLO: Case Summary & 10 Largest Unsecured Creditors
WACHOVIA BANK: Moody's Assigns B3 Rating on $5.547 Million Trust

WACHOVIA MORTGAGE: Moody's Cuts Rating on Two Classes to Ba1
WELLS FARGO: Fitch Rates $2.234MM Class B-5 Certificates at B
WHERIFY WIRELESS: Sept. 30 Balance Sheet Upside-Down by $13.8 Mil.
WILLIAM SPURGEON: Case Summary & 14 Largest Unsecured Creditors
WORKFLOW MANAGEMENT: S&P Places 'B' Rating Under Negative Watch

ZUFFA LLC: Poor Performance Cues S&P's Ratings Downgrades

* Euler Hermes Says Business Bankruptcy Numbers Continue to Rise

* Steve Hedberg Nominated to American College of Bankruptcy Board

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



                             *********

101 MONUMENT: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 101 Monument Road, Inc.
        c/o Atlantia Holdings, Inc.
        645 East Dania Beach Boulevard
        Dania Beach, FL 33004

Bankruptcy Case No.: 07-20345

Chapter 11 Petition Date: November 26, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Harold D. Moorefield Jr., Esq.
                  Stearns Weaver Miller et al.
                  150 West Flagler Street, Suite 2200
                  Miami, FL 33130
                  Tel: (305) 789-3467
                  Fax: (305) 789-3395

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
   ------                          ---------------   ------------
DBR Asset Management               Trade Debt             Unknown
Brian Mark
One Financial Plaza, Suite 2001
Fort Lauderdale, FL 33394

Probate Estate of                  Loans                  Unknown
Konstantinos Boulis
c/o Joan S. Wagner and Gus
Morfidis
Co-Personal Representatives
645 East Danie Beach Boulevard
Dania, FL 33004

Waldman Feluren Hildebrandt and    Legal Services        $39,625
Trigoboff
2200 North Commerce Parkway
Suite 202
Weston, FL 33326-3258


738 ST MARKS: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 738 St. Marks Avenue Associates
        aka 738 St. Marks Avenue Rehab Associates
        738 St. Marks Avenue
        Brooklyn, NY 11213

Bankruptcy Case No.: 07-46457

Chapter 11 Petition Date: November 26, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene et al.
                  1345 Avenue of the Americas
                  31st Floor
                  New York, NY 10105
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164

Total Assets: $1,632,553

Total Debts:  $1,150,224

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Bernard Schnitzer                           $125,333
27 Island Drive
Boynton Beach, FL 33463

Jay Oberst                                  $125,333
6 Westminster Road
Medham, NJ 07945

Alan Halpert                                $125,333
7282 Ballantrae Court
Boca Raton, FL 33496

AICCO Inc.                                   $10,000

Lex Construction                              $5,000

BPC Management Corp.                          $2,000

Keyspan Energy Delivery                       $1,100

Con Edison                                      $975

Kone Inc.                                       $347

Jordan Intercom                                 $250

Paychex Inc.                                    $137

Global Paladin Compactor                         $54

Sprint                                           $44


AINSWORTH LUMBER: Posts CDN$37.2MM Net Loss in Qtr. Ended Sept. 30
------------------------------------------------------------------
Ainsworth Lumber Co. Ltd. reported its financial results for the
quarter ended Sept. 30, 2007.

The net loss for the quarter ending Sept. 30, 2007, was
CDN$37.2 million on sales of CDN$150.8 million, compared to
a net loss of CDN$77.5 million on sales of CDN$181.1 million
in 2006.  The reduced loss for the third quarter of 2007
reflected production curtailments and other cost control
measures implemented by the company as well as a significant
foreign exchange gain on long-term debt.  The reported results
for the 2007 quarter included a CDN$52.1 million tax valuation
allowance on previously benefited tax losses, an  CDN$8.6 million
impairment charge on intangible assets, and an CDN$8.6 million
legal settlement provision.  On a year to date basis, the net
loss of CDN$32.0 million for 2007 was CDN$2.1 million higher
than the net loss in the same period of 2006.

Cash from operations decreased compared to the third quarter
of 2006 and the first nine months of 2006 as a result of the
unfavourable market conditions, which reduced profitability.  
As of Sept. 30, 2007, its adjusted working capital was
CDN$170.6 million, compared to CDN$186.6 million as at Dec. 31,
2006.  Additions to capital assets were CDN$7.4 million in the
third quarter of 2007, down from CDN$60.1 million in the third
quarter of 2006.  Year to date capital spending was
CDN$65.7 million in 2007 compared to CDN$166.9 million in 2006.  
This decrease reflects our decision to put any discretionary
capital expenditures, including the expansion of Grande Prairie,
on hold until market conditions improve.

At Sept. 30, 2007, the company's balance sheet showed total assets
of CDN$1.3 billion and total liabilities of CDN$1.1 billion,
resulting in a stockholders' equity of CDN$191.5 million.  Equity
at Dec. 31, 2006, CDN$294.1 million.

Headquartered in Vancouver, British Columbia, Ainsworth Lumber Co.
Ltd. (TSE:ANS) -- http://www.ainsworth.ca/-- manufactures   
structural-engineered wood products, including oriented strand
board, and specialty overlaid plywood.  The company owns and
operates six OSB manufacturing facilities, three in Canada and
three in northern Minnesota.  It has a 50% ownership interest in
an OSB facility, located in High Level, Alberta.  Ainsworth is
also a manufacturer of specialty overlaid concrete-form plywood
products in North America.  Ainsworth's business is focused on the
structural wood panels sector.  It offers value-added products,
such as OSB webstock, rimboard, radiant barrier OSB panels, jumbo
OSB panels, export-standard OSB and specialty overlaid plywood.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Moody's Investors Service downgraded Ainsworth Lumber Co. Ltd.'s
corporate family rating to Caa1 from B2.  At the same time, the
ratings on the senior unsecured notes were downgraded to Caa1 from
B2 and the rating on the secured term loan was downgraded to B2
from Ba3.

Standard & Poor's Ratings Services placed Ainsworth Lumber Co.
Ltd.'s long-term foreign and local issuer credit ratings at
'CCC+' in March 2007.  The outlook is negative.  The ratings still
hold to date.


ALLSTATE EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Allstate Excavating Corp.
        aka Allstate Precast
        201 Wheatsworth Road
        Hamburg, NJ 07419

Bankruptcy Case No.: 07-27391

Chapter 11 Petition Date: November 27, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, & Davis LLP
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Total Assets: $2,310,000

Total Debts:  $6,212,908

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Estate of William H. Wurster                           $2,700,000
c/o Black & Gerngross P.C.
1617 John F. Kennedy Boulevard
Suite 1575
Attn: Alfred Rauch III, Esq.
Philadelphia, PA 19103

Woodland Group                                           $354,442
376 Route 15
Suite 205
Sparta, NJ 07871

All State Property Management      Rent                  $198,500
201 Wheatsworth Road
Hamburg, NJ 07419

Lehigh Cement Company                                     $59,292

Kennedy Culvert & Supply                                  $54,481

Hamburg Supply                                            $43,053

Foley Machinery                                           $41,234

JC Concrete and Curb Co.                                  $34,997

Giant Tire Service                                        $29,928

Peerless Concrete Co.                                     $20,851

Specco Industries Inc.                                    $19,926

Double Twenties, Inc.                                     $19,005

Extec Northeast                                           $18,509

American Express                                          $16,493

Carista, Kulsar & Wade                                    $15,754

Recon Wall Systems                                        $15,601

Civil Solutions Group, LLC                                $13,160

Equipment Supply                                          $12,264

C&C Foundations                                           $10,000

AJ Concrete                                                $9,490


AMERIQUEST: Fitch Downgrades Ratings on Three Cert. Classes
-----------------------------------------------------------
Fitch has taken rating actions on these two Ameriquest subprime
issues:

Argent Series (ARSI) 2004-W3:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'A-';
  -- Class M-2 affirmed at 'BBB+';
  -- Class M-3 affirmed at 'BBB';
  -- Class M-4 downgraded to 'BB' from 'BBB-';
  -- Class M-5 downgraded to 'B' from 'BB+,' placed on Rating
     Watch Negative;

Ameriquest Series (AMSI) 2003-AR3:

  -- 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 downgraded to 'BB' from 'BBB-'; placed on Rating
     Watch Negative.

The affirmations, affecting approximately $170.1 million of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

In series 2004-W3, class M-4 is downgraded and class M-5 is
downgraded and placed on Rating Watch Negative due to monthly
losses exceeding excess spread, which has caused deterioration in
the overcollateralization amount.  As of the October 2007
distribution, the OC amount of $2.9 million is below the target
amount of $3.8 million.  Monthly losses have exceeded excess
spread by an average of $270 thousand over the last twelve months.  
As of the cut-off date, the pool factor (percentage of loans
remaining) for series 2004-W3 is 18% and 13.94% of the remaining
balance is more than sixty days delinquent.  The deal is currently
seasoned 43 months.

In series 2003-AR3, class M-6 is placed on Rating Watch Negative
due to monthly losses exceeding excess spread, which has caused
deterioration in the OC amount.  As of the October 2007
distribution, the OC amount of $11.4 million is below the target
of $21.2 million.  Monthly losses have exceeded excess spread by
an average of $591 thousand over the last 12 months.  As of the
cut-off date, the pool factor for series 2003-AR3 is 7% and 22.8%
of the remaining balance is more than sixty days delinquent.  The
deal is currently seasoned 52 months.

The collateral in the aforementioned transaction consists of
fixed- and adjustable-rate, closed-end, first lien subprime
mortgage loans.  For series 2003-AR3 and 2004-W3 the majority of
loans were originated or acquired by Ameriquest or Argent
respectively.  All of the mortgage loans are serviced by Citi
Residential Lending Inc., which is rated 'RPS3+' by Fitch.


AMERIQUEST MORTGAGE: Fitch Holds Ratings on $1.48 Bil. Certs.
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Ameriquest
mortgage pass-through certificates.  Affirmations total
$1.48 billion and downgrades total $39.5 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2005-R2:

  -- $143.6 million class A affirmed at 'AAA' (BL:73.72,
     LCR:7.82);
  -- $31.2 million class M-1 affirmed at 'AA+' (BL:63.43,
     LCR:6.73);
  -- $49.8 million class M-2 affirmed at 'AA' (BL:48.97,
     LCR:5.2);
  -- $16.8 million class M-3 affirmed at 'AA-' (BL:44.9,
     LCR:4.77);
  -- $28.8 million class M-4 affirmed at 'A+' (BL:37.33,
     LCR:3.96);
  -- $16.8 million class M-5 affirmed at 'A' (BL:31.02,
     LCR:3.29);
  -- $12.0 million class M-6 affirmed at 'A-' (BL:26.05,
     LCR:2.76);
  -- $19.2 million class M-7 affirmed at 'BBB+' (BL:18.81,
     LCR:2);
  -- $9.0 million class M-8 affirmed at 'BBB' (BL:17.45,
     LCR:1.85);
  -- $13.2 million class M-9 affirmed at 'BBB' (BL:15.38,
     LCR:1.63);
  -- $7.8 million class M-10 affirmed at 'BB+' (BL:14.19,
     LCR:1.51);
  -- $12.0 million class M-11 affirmed at 'BB' (BL:12.62,
     LCR:1.34);

Deal Summary

  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 17.75%;
  -- Realized Losses to date (% of Original Balance): 1.22%;
  -- Expected Remaining Losses (% of Current Balance): 9.42%;
  -- Cumulative Expected Losses (% of Original Balance): 4.15%.

Series 2005-R3:

  -- $396.3 million class A affirmed at 'AAA' (BL:50.4,
     LCR:5.70);
  -- $53.0 million class M-1 affirmed at 'AA+' (BL:38.67,
     LCR:4.37);
  -- $47.0 million class M-2 affirmed at 'AA' (BL:31.58,
     LCR:3.57);
  -- $27.0 million class M-3 affirmed at 'AA-' (BL:27.38,
     LCR:3.09);
  -- $25.0 million class M-4 affirmed at 'A+' (BL:23.46,
     LCR:2.65);
  -- $19.0 million class M-5 affirmed at 'A' (BL:20.47,
     LCR:2.31);
  -- $13.0 million class M-6 affirmed at 'A-' (BL:18.37,
     LCR:2.08);
  -- $10.0 million class M-7 affirmed at 'BBB+' (BL:16.64,
     LCR:1.88);
  -- $10.0 million class M-8 affirmed at 'BBB' (BL:14.92,
     LCR:1.69);
  -- $13.0 million class M-9 affirmed at 'BBB-' (BL:12.63,
     LCR:1.43);
  -- $23.0 million class M-10 downgraded to 'BB' from 'BB+'
     (BL:8.94, LCR:1.01);

Deal Summary

  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 19.04%;
  -- Realized Losses to date (% of Original Balance): 0.78%;
  -- Expected Remaining Losses (% of Current Balance): 8.85%;
  -- Cumulative Expected Losses (% of Original Balance): 3.64%.

Series 2005-R5:

  -- $280.9 million class A affirmed at 'AAA' (BL:55.68,
     LCR:4.91);
  -- $48.0 million class M-1 affirmed at 'AA+' (BL:48.87,
     LCR:4.31);
  -- $43.5 million class M-2 affirmed at 'AA+' (BL:40.99,
     LCR:3.62);
  -- $29.3 million class M-3 affirmed at 'AA' (BL:35.53,
     LCR:3.13);
  -- $24.0 million class M-4 affirmed at 'AA-' (BL:31.01,
     LCR:2.73);
  -- $23.3 million class M-5 affirmed at 'A' (BL:26.64,
     LCR:2.35);
  -- $18.8 million class M-6 affirmed at 'A-' (BL:17.79,
     LCR:1.57);
  -- $15.0 million class M-7 affirmed at 'BBB+' (BL:15.79,
     LCR:1.39);
  -- $14.3 million class M-8 affirmed at 'BBB' (BL:13.84,
     LCR:1.22);
  -- $8.3 million class M-9 downgraded to 'BBB-' from 'BBB'
     (BL:12.59, LCR:1.11);
  -- $8.3 million class M-10 downgraded to 'BB' from 'BB+'
     (BL:11.59, LCR:1.02);
  -- $11.3 million class M-11 affirmed at 'BB' (BL:11.15,
     LCR:0.98);

Deal Summary

  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 17.73%;
  -- Realized Losses to date (% of Original Balance): 1.05%;
  -- Expected Remaining Losses (% of Current Balance): 11.34%;
  -- Cumulative Expected Losses (% of Original Balance): 5.12%.

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.


AMKOR TECHNOLOGY: Improved Cash Flow Cues S&P's Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Chandler, Arizona-based Amkor Technology Inc. to positive from
stable, reflecting improved cash flow and leverage.  The corporate
credit rating is affirmed at 'B+'.
     
"The ratings on Amkor reflect challenging industry
characteristics, limited demand visibility, and high operating
leverage," said Standard & Poor's credit analyst Lucy Patricola.  
"These factors are partially offset by the company's strong market
position and sustained improvement in operations and cash flow."
     
Amkor is a leading independent provider of outsourced packaging
and testing services to semiconductor makers.  Sales for the 12
months ended September 2007 totaled $2.7 billion, and total lease-
adjusted debt was $1.9 billion.
     
Positive free operating cash flow has been improving since 2006,
driven by stable profitability, working capital efficiencies, and
moderate capital spending.  For the nine months ended in
September, positive free cash flow totaled $254 million, up from
$128 million in 2006. Amkor has used surplus cash to reduce debt
and replenish liquidity.
     
Amkor's leverage currently is low for the rating, with debt to
EBITDA of 2.8x as of Sept. 30, 2007, compared with 6.5x as of
December 2005.  Pro forma for the potential retirement of 2008
maturities, leverage could fall further.


AMR CORP: Plans to Divest American Eagle Division
-------------------------------------------------
AMR Corporation, the parent company of American Airlines Inc.,
plans to divest American Eagle, its regional carrier.  AMR,
which has been engaged in an ongoing strategic value review
process, relates that a divestiture of American Eagle is in the
best interests of AMR and its shareholders and will be beneficial
to American, American Eagle, their employees, and other
stakeholders.

The divestiture of American Eagle is intended to provide it with
the structure, incentives and opportunities to win new business
and provide new opportunities for American Eagle's employees.  AMR
also stated that the divestiture will enable American to focus on
its mainline business, while ensuring American's continued access
to cost-competitive regional feed.

Once the two airlines are separated, it is expected that they will
operate pursuant to a mutually beneficial air services agreement
under which American Eagle will continue to provide American with
regional flying of a scope and quality comparable to that provided
prior to the separation and on terms that reflect today's market
for those services.

AMR evaluates the form of the divestiture, which may include a
spin-off to AMR shareholders, a sale to a third party, or some
other form of separation from AMR.  The company expects to
complete the divestiture in 2008; however, the completion of any
transaction and its timing will depend on a number of factors,
including general economic, industry and financial market
conditions, well as the ultimate form of the divestiture.

"The decision comes after a careful and deliberate evaluation of
the strategy that will best enable us to continue to create value
for our shareholders," Gerard Arpey, AMR Chairman and CEO, said.  
"We have worked hard over the years to build a regional airline
that is fully capable of standing on its own and is well
positioned to pursue growth opportunities outside of the AMR
corporate structure."

Mr. Arpey noted that, in addition to AMR having put in place an
independent American Eagle management structure, with a chief
executive officer and chief financial officer, American Eagle also
has a well-formed operational structure and organization and has
produced independently audited financial results for the past
several years.  

Earlier this year, American and American Eagle entered into a new
regional flying agreement between the airlines that reflects
market-based rates, which ensures that American continues to have
access to quality feed on competitive terms.

Mr. Arpey added that AMR's divestiture of American Eagle and the
regional airline's ability to provide quality feed at competitive
rates to other carriers, well as American, will better position
American Eagle to compete for new customers
and growth opportunities in the future.

American Eagle is a fully developed operating unit providing a
full range of regional airline services with excellent employees
and a modern fleet.  It operates approximately 300 aircraft, with
approximately 1,700 daily flights to more than 150 cities
throughout the United States, Canada, the Bahamas, the Caribbean
and Mexico.  In 2007, American Eagle expects to
generate annual revenues of approximately $2.3 billion.

The planned divestiture would include both American Eagle Airlines
Inc., which feeds American Airlines hubs throughout North America,
and its affiliate, Executive Airlines Inc., which carries the
American Eagle name throughout the Bahamas and the Caribbean from
bases in Miami and San Juan, Puerto Rico.

                     About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger    
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Fitch Ratings affirmed the debt ratings of AMR Corp. and its
principal operating subsidiary American Airlines Inc., as:
(i)AMR: issuer default rating at 'B-'; and senior unsecured debt
at 'CCC'/RR6'; (ii)American Airlines: issuer default rating at 'B-
'; secured bank credit facility at 'BB-/RR1'.

The Rating Outlook for both AMR and American has been revised to
positive from stable.


ARLO VI: Moody's Hacks Rating on $15 Mil. Notes to Ba3 from A3
--------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by ARLO VI Limited Series 2006 (Marine Pier 1) on review for
possible downgrade:

Class Description: $15,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2047

  -- Prior Rating: A3
  -- Current Rating: Ba3, on review for possible downgrade

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


ARLO VI: Moody's Cuts Rating on $7.5MM Notes to B2 from Baa2
------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by ARLO VI Limited Series 2006 (South Pier 1) on review for
possible downgrade:

Class Description: $7,500,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2047

  -- Prior Rating: Baa2
  -- Current Rating: B2, on review for possible downgrade

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


ASPEN EXECUTIVE: Gets Interim OK to Use Calim Venture DIP Funds
---------------------------------------------------------------
Aspen Executive Air LLC obtained interim approval from the
U.S. Bankruptcy Court for the District of Delaware to obtain
up to $2,000,000 in debtor-in-possession financing from John
P. Calamos, Sr. and Calim Venture Parters II, LLC.

The Debtor needs the interim facility to, among other things:

   -- maintain business relationships with vendors, suppliers
      and customers;

   -- make payroll;

   -- satisfy other working capital and operational needs; and
   
   -- proceed with an auction to sell its business as a going
      concern.

Interest on the funds will accrue at the rate of 11% per annum
calculated on a 360-day year.  Upon the occurrence of and during
the continuance of any event of default, interest will be payable
at 2% above the 11% rate.

Pursuant to Section 364(c)(l) of the Bankruptcy Code, $600,000
of the DIP Obligations will constitute allowed claims against
the Debtor with priority over any and all claims.

As security for a maximum of $600,000 of the DIP Obligations,
the Debtor grants the DIP Lenders these security interests and
liens:

   a) first lien on unencumbered property, including unencumbered
      cash, inventory, and accounts receivable;

   b) liens junior to certain other liens on all of the Debtor's
      prepetition and postpetition properties; and

   c) liens senior to any lien avoided and preserved for the
      benefit of the Debtor and its estate or any lien granted in
      favor of any federal, state, and other governmental units.

Pursuant to the Interim Order, the DIP Lenders will be named as
additional insured on each insurance policy maintained by the
Debtor which in any way relates to the DIP Lenders' collateral.  
The proceeds of any such insurance policy will be applied to repay
the obligations under the interim facility, in the priority in
which the DIP Lenders have an interest in the underlying the
collateral.

The hearing to consider final approval of the financing has
been set for Dec. 18, 2007, at 12:00 p.m., EST.

Based in Basalt, Colorado, Aspen Executive Air, L.L.C., aka AEXJet
-- http://www.aexjet.com/-- is a private jet travel company.  The     
company filed for chapter 11 protection on Sept. 14, 2007 (Bankr.
D. Del. Case No. 07-11341).  Laura Davis Jones, Esq., Bruce
Grohsgal, Esq., and Curtis A. Hehn, Esq., at Pachulski Stang Ziehl
& Jones LLP represent the Debtor.  Donald J. Bowman, Jr., Esq.,
and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection form its creditors, it listed assets
between $1 million and $100 million.  The Debtor's list of 20
largest unsecured creditors showed claims of more than $20
million.


ASPEN EXECUTIVE: Asset Sale Protocol Gets Court Approval
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the procedures proposed by Aspen Executive Air LLC governing
the sale of substantially all of its assets to Pinnacle Air LLC,
subject to higher and better offers.

Pinnacle Air is currently owned by Robert Thornton, Wiliam
Schwyhart, and Mrs. J.B. Hunt.  In connection with the sale, John
P. Calamos, Sr. -- the Debtor's postpetition financing lender --
is expected to make an investment in Pinnacle Air and become
its controlling shareholder.

Auction of the assets will be held on Dec. 14, 2007, at the
offices of Pachulski Stang Ziehl & Jones LLP, 919 North Market
Street, 17th Floor, P.O. Box 8705, in Wilmington, Delaware.

To participate in the auction, competing bids must be submitted
on or before 12:00 p.m. EST on Dec. 13, 2007.

Initial overbid for the assets is $150,000 with additional bids
in increments of at least $100,000.

The hearing to consider results of the sale has been set for
Dec. 18, 2007, at 12:00 p.m. EST.

Objections to the sale, if any, are due 4:00 p.m. EST on
Dec. 11, 2007.

Based in Basalt, Colorado, Aspen Executive Air, L.L.C., aka AEXJet
-- http://www.aexjet.com/-- is a private jet travel company.  The     
company filed for chapter 11 protection on Sept. 14, 2007 (Bankr.
D. Del. Case No. 07-11341).  Laura Davis Jones, Esq., Bruce
Grohsgal, Esq., and Curtis A. Hehn, Esq., at Pachulski Stang Ziehl
& Jones LLP represent the Debtor.  Donald J. Bowman, Jr., Esq.,
and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection form its creditors, it listed assets
between $1 million and $100 million.  The Debtor's list of 20
largest unsecured creditors showed claims of more than $20
million.


ASSET BACKED: Fitch Lowers Rating on Class M-6 Certs. to B
----------------------------------------------------------
Fitch Ratings has taken these rating actions on Asset Backed
Funding Corp. mortgage pass-through certificates:

Series 2003-WF1

  -- Class A-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 downgraded to 'BB' from 'BBB+' and removed from
     Rating Watch Negative;
  -- Class M-4 downgraded to 'BB-'from 'BBB-' and removed from
     Rating Watch Negative.

Series 2003-WMC1

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

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $65 million of outstanding certificates, as of the
October 2007 distribution date.

The downgrades total approximately $3.2 million of outstanding
certificates and the bond placed on rating watch negative has a
balance outstanding of approximately $1 million.  These rating
actions reflect the deterioration of CE relative to future
expected losses.

The transactions are seasoned 55 months and 47 months,
respectively.  The pool factors are 11% and 9%, respectively.  The
cumulative losses to date, as a percentage of the pools' initial
balances, are 1.17% and 0.68%, respectively.

The underlying collateral consists of 1) fixed-rate and
adjustable-rate loans secured by first liens on residential
mortgage properties extended to subprime borrowers for the 2003-
WF1 transaction and 2) fixed-rate and adjustable-rate mortgage
loans secured by first and second liens for the 2003-WMC1
transaction.  The servicers for the loans in these transactions
are Wells Fargo Home Mortgage, Inc (2003-WF1) and HomEq Servicing
Corp. (2003-WMC1) and they are both rated 'RPS1', by Fitch.

As of the October 2007 distribution date, for series 2003-WF1, the
overcollateralization was $597,470 with a target of $1,460,949.  
The 60+ delinquencies are 10.04% of current collateral balance.  
This includes foreclosures and REO of 0.96% and 1.18%,
respectively.

For the 2003-WMC1 transaction, the OC was $1,147,920 with a target
of $2,140,458.  The 60+ delinquencies are 10.69% of current
collateral balance.  This includes foreclosures and REO of 3.39%
and 2.14%, respectively.


AXON FINANCIAL: Poor Market Value Prompts S&P's Default Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on Axon Financial Funding LLC and Axon Financial Funding
Ltd., co-issuers of the structured investment vehicle.  Standard &
Poor's also lowered its ratings on Axon's commercial paper,
medium-term note, and subordinated mezzanine note
programs.
     
The downgrades reflect further deterioration of the market value
of Axon's portfolio.  On Nov. 19, 2007, Axon Asset Management Inc.
notified Standard & Poor's that it had determined that the assets
were insufficient to fully repay the senior liabilities, causing
an "automatic liquidation event."  The net asset value to total
paid-in capital has fallen below 0%.  All liability payments will
be suspended and all senior liabilities will be paid pari passu
once the collateral is liquidated.  As a result of the automatic
liquidation event, Axon failed to pay its liabilities maturing on
Nov. 26, 2007.
     
The outstanding amount of Axon's senior debt is approximately
$8.28 billion, and the outstanding amount of the subordinated
mezzanine notes is approximately $890.00 million.
     
Axon is a SIV structure managed by Axon Asset Management Inc.,
which purchases assets, manages the portfolio, and oversees the
issuance of CP and MTNs.  The portfolio is predominantly invested
in structured finance assets, a considerable portion of which is
U.S. RMBS, CMBS, and CDO securities.
  
                       Ratings Lowered
   
   Axon Financial Funding LLC and Axon Financial Funding Ltd.
           Up to $20.00 billion European and U.S. CP and
              MTN programs and up to $1.25 billion
               subordinated mezzanine note program
   
                                        Rating
                                        ------
                                     To        From
                                     --        -----
  Issuer credit                      D         CCC/Watch Neg/C
  CP program                         D         C/Watch Neg
  MTN program                        D         CCC/Watch Neg
  Sub. mezzanine note program        D         CCC-/Watch Neg


BEAR STEARNS: Fitch Holds Low-B Ratings on Six Cert. Classes
------------------------------------------------------------
Fitch Ratings has affirmed Bear Stearns Commercial Mortgage
Securities Trust's commercial mortgage pass-through certificates,
series 2002-TOP8, as:

  -- $99.3 million class A-1 at 'AAA';
  -- $538.8 million class A-2 at 'AAA';
  -- Interest only classes X-1 and X-2 at 'AAA';
  -- $25.3 million class B at 'AAA';
  -- $28.4 million class C at 'A+';
  -- $9.5 million class D at 'A'.
  -- $11.6 million class E at 'BBB+';
  -- $6.3 million class F at 'BBB';
  -- $4.2 million class G at 'BBB-';
  -- $8.4 million class H at 'BB+';
  -- $3.2 million class J at 'BB';
  -- $4.2 million class K at 'BB-';
  -- $3.2 million class L at 'B+';
  -- $3.2 million class M at 'B';
  -- $2.1 million class N at 'B-'.

Fitch does not rate the $5.1 million class O.

The rating affirmations are the result of stable performance since
Fitch's last rating action.  As of the October 2007 distribution
date, the pool's aggregate principal balance has decreased 10.6%
to $752.8 million compared to $842.2 million at issuance.  There
are currently no loans in special servicing. Fifteen loans (23.7%)
have defeased since issuance.

Seven loans (32.3% of the pool) were shadow rated investment grade
at issuance, three of which have defeased.  All shadow ratings
remain investment grade.

Dulles Towne Crossing (6.1%) is secured by a 737,558 sf power
retail center in Sterling, Virginia.  Wal-Mart, Lowe's, and Sam's
own their buildings (418,047 sf) and are on ground leases through
2021 with numerous extension options.  Additional tenants include:
Best Buy, Nordstrom Rack, Bed, Bath & Beyond, Dick's Sporting
Goods and T.J. Maxx.  As of June 2007, the property was 100%
occupied compared to 99% at issuance.

Flushing Plaza (3.9%) is secured by a 243,092 sf office building
with street level retail in Flushing, New York.  Occupancy as of
June 2007 was 96% compared to 100% at issuance.

Princeton Shopping Center (2.5%) is secured by a 228,679 sf
anchored retail center in Princeton, New Jersey.  Occupancy as of
June 2007 was 98% compared to 99% at issuance.

TriQuest Business Center (1.8%) is secured by a 205,060 sf
industrial building in Irvine, California.  Occupancy as of June
2007 was 94% compared to 93% at issuance.


BEAR STEARNS: Moody's Junks Rating on 2004-SD3 Class B Trusts
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three tranches
issued in two separate mortgage transactions.  The collateral
backing each tranche consists primarily of first-lien, fixed- and
adjustable-rate scratch and dent mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has been reduced from losses and stepdown.  The timing
of losses coupled with passing of performance triggers has caused
the protection available to the subordinate bonds to be
diminished.

Complete rating actions are:

Issuer: Bear Stearns Asset-Backed Securities Trust 2004-SD1

  -- Cl. B, Downgraded to B1 from Baa3

Issuer: Bear Stearns Asset Backed Securities Trust 2004-SD3

  -- Cl. M-3, Downgraded to Ba1 from Baa2
  -- Cl. B, Downgraded to Caa1 from Baa3


BFC SILVERTON: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by BFC Silverton, Ltd. and left on review for
possible further downgrade ratings of five of these classes of
notes.  The notes affected by the rating action are:

Class Description: Up to $450,000,000 Class A-1 Senior Variable
Funding Floating Rate Notes Due 2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: Up to $450,000,000 Class A-2 Senior Floating
Rate Notes Due 2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $75,000,000 Class B-1 Senior Floating Rate
Notes Due 2046

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

Class Description: $75,000,000 Class B-2 Senior Floating Rate
Notes Due 2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $56,250,000 Class C Senior Floating Rate Notes
Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $30,000,000 Class D Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $26,250,000 Class E Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 13, 2007, of an event of default
caused by a failure of the Class A/B Par Value Coverage Ratio to
equal or exceed 100%, as required under Section 5.1(d) of the
Indenture dated Oct. 31, 2006.

BFC Silverton CDO, Ltd is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to effect the calculation of
overcollateralization.  Thus, the Class A/B Par Value Coverage
Ratio failed to meet the required level.

Upon an event of default in this transaction, certain noteholders
are entitled to exercise certain remedies under the indenture.  
For example a majority of the aggregate outstanding amount of the
Class A Notes may direct the sale and liquidation of the
collateral when the Class A/B Par Value Coverage Ratio falls below
100 percent.  It is not clear at this time whether the Class A
Noteholders will choose to exercise this option.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The expected losses
of certain tranches may be different, however, depending on the
timing and choice of remedy to be pursued by the controlling
class.  Because of this uncertainty, the Class A-1, Class A-2,
Class B-1, Class B-2 and the Class C Notes remain on review for
possible downgrade pending the receipt of definitive information.


CIGNA CORP: Moody's Affirms (P)Ba1 Rating on Preferred Stock Shelf
------------------------------------------------------------------
Moody's Investors Service affirmed CIGNA Corporation's Baa2 senior
unsecured debt rating following the company's announcement to
acquire the health care operations of Great-West Life & Annuity
Insurance Company.  Also affirmed were CIGNA's P-2 commercial
paper rating and A2 insurance financial strength ratings of
Connecticut General Life Insurance Company and Life Insurance
Company of North America.  The outlook on the unsecured debt
rating and the IFSRs remains positive.

Moody's stated that CIGNA will fund the transaction with
$1.1 billion in cash and between $400 and $500 million of new long
term debt.  However, the rating agency noted, the resulting
financial leverage ratio at the time the deal closes in 2008 is
not expected to vary significantly from its current level.  CIGNA
will also provide approximately $400 million in capital support
for the acquired business to maintain its overall risk based
capital ratio at 300% of company action level.  It is anticipated
that CIGNA will retain approximately $250 million of cash at the
parent company.  The acquisition will provide CIGNA with an
additional 1.5 million members largely located in key geographic
areas the company had targeted for growth, namely, particularly
the Western regions of the United States.  Additionally, the
rating agency noted, CIGNA intends to utilize GWLA's operating
platform, thus reducing the risk of integration problems.

According to Moody's, the positive outlook reflects CIGNA's strong
business and financial profile as demonstrated by its continued
solid earnings and membership growth.  Through the first three
quarters of 2007, the company has realized organic commercial
membership growth of 4.8%, the largest growth among all the large
national healthcare insurers, and a net earnings margin of 6.5%.  
Although actual outstanding debt of approximately $1.8 billion as
of Sept. 30, 2007 is within a reasonable range for the company's
size, the company's pension liability and operating leases bring
financial leverage to 43% which is higher than what would be
expected for the current rating category.  However, Moody's
anticipates that CIGNA will be addressing its pension liability
and reducing this liability over the next several years and
expects the company to manage its adjusted debt in the 30% to 40%
range.

Moody's noted that the leveraged funding of the transaction and
the additional goodwill being added to CIGNA's balance sheet is a
credit concern.  Therefore, as a result of the additional debt
being added for the acquisition, the time frame for CIGNA to bring
its financial leverage below 40% is expected to be extended.  This
will likely delay a possible upgrade of the company's ratings, but
there is still positive momentum in CIGNA's credit profile.

Additionally, the rating agency pointed out that CIGNA's
Disability and Life, and International segments have produced
consistent results over the last several years and provide
diversification to CIGNA's core healthcare business.  Moody's also
stated that while a hedge program has been implemented to reduce
the adverse financial impact from CIGNA's problematic run-off
reinsurance segment, the company is still vulnerable to potential
losses from this block of business.

Moody's indicated that if CIGNA continues to achieve after-tax
earnings margins of at least 5%, organic commercial membership
growth of at least 4% in 2008, maintains its consolidated RBC in
the range of 300% CAL, and reduces its adjusted financial leverage
below 40% while maintaining EBIT interest coverage of at least 10
times, the ratings could be upgraded.  However, the outlook could
be changed back to stable if annual organic membership growth is
below 3%, after-tax earnings margins decline below 3%, financial
leverage increases above the current 43% level, there is a large
acquisition which involves significant integration challenges, or
there is adverse reserve development of over 10% of equity with
respect to the reinsurance segment.

These ratings were affirmed with a positive outlook:

  * CIGNA Corporation

     -- senior unsecured debt rating at Baa2;     

     -- provisional senior unsecured debt shelf rating at
        (P)Baa2;

     -- provisional subordinated debt shelf rating at (P) Baa3;

     -- provisional preferred stock shelf rating at (P) Ba1;

  * Connecticut General Life Insurance Company -- insurance
    financial strength rating at A2;

  * The Life Insurance Company of North America -- insurance
    financial strength rating at A2.

This rating was affirmed with a stable outlook:

  * CIGNA Corporation -- short-term debt rating for commercial
    paper at Prime-2.

CIGNA Corporation, headquartered in Philadelphia, Pennsylvania,
provides employee benefits, including health care products and
services, and group disability, life and accident insurance
throughout the United States.  It also provides life, accident,
health and expatriate employee benefits insurance coverage in
selected international markets, primarily in Asia and Europe.  For
the first nine months of 2007, the company reported consolidated
GAAP revenues of approximately $13.2 billion, shareholders' equity
of approximately $4.2 billion, and total enrollment of 10.2
million medical members (excluding Part D membership).

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


COLORADO EDUCATIONAL: S&P Lifts Revenue Debt Rating to B+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Colorado
Educational and Cultural Facilities Authority's charter school
revenue debt, supported by Renaissance Charter School Building
Corp., originally issued for the now defunct Renaissance Charter
School, one notch to 'B+' from 'B' due to North Star Academy
Charter School's positive enrollment and financial trends.
     
The positive outlook reflects the school's potential for continued
enrollment growth and strengthening of its financial position.
     
The rating reflects the new charter school's short operating
history; the risk associated with start-up operations, including
staffing and enrollment challenges; the risk associated with all
charter schools, including the need for multiple charter renewals
over the bonds' life; the relatively low cash reserves; a short
operating lease; and the potential for additional debt and
increased rental payments in the near future.
     
The positive outlook reflects the rating service's expectation
that the school will be able to meet its obligations under the
lease but that it might face challenges given its start-up nature
and the challenges all charter schools face, including enrollment
fluctuations and the need for multiple charter renewals through
the bonds' life.
     
"The school's continued exhibition of strong demand
characteristics, sound financial management, and stable overall
operations might warrant a higher rating," said Standard & Poor's
credit analyst James Breeding.
     
Given North Star Academy Charter School's start-up nature, a
limited financial and operational history is available.  State
per-pupil funding is currently estimated at $6,500 per pupil.  The
fiscal 2008 budget indicates total per-pupil revenues of $2.55
million.  Additional revenues bring total income to
$2.94 million.  Budgeted expenditures total $2.89 million:
$292,175, or about 10% of operations, of which management
allocates for rental payments, which fully cover debt service.  A
small $45,000 surplus is budgeted.  At fiscal year-end 2007,
unrestricted net assets totaled $51,231 with an additional
$66,280 restricted for emergencies.  The unaudited balance sheet
shows cash and deposits totaling slightly more than $270,000, or
about 40 days' operations.  Based on fiscal 2007 preliminary
results, net revenues provided debt service coverage of 1x.
     
Preliminary enrollment projections indicate growth to roughly 450
full-time equivalents by 2011 in K-8.  Preliminary financial
projections through 2012 point to rental payments more than
doubling to roughly $685,000, indicating that further capital
expenditures are likely because school officials would like to add
an additional facility for grade expansion in 2009
or 2010.
     
The rating action affects roughly $3 million of debt outstanding.


COLUMBIA AIRCRAFT: Park Electrochemical Cancels Bid for Assets
--------------------------------------------------------------
Park Electrochemical Corp. had discontinued its participation in
the bidding for certain of the assets and business of Columbia
Aircraft Manufacturing Corporation in an auction conducted in the
United States Bankruptcy Court for the District of Oregon in
Portland, Oregon on Nov. 27, 2007.

Park had submitted an initial bid for certain of the assets and
business of Columbia on Nov. 20, 2007 after conducting extensive
due diligence at Columbia in Bend, Oregon and elsewhere.  Park
participated in the auction in the Bankruptcy Court in Portland on
Nov. 27, 2007 but chose to discontinue its participation in the
auction bidding process.  Park has incurred approximately $500,000
in out-of-pocket expenses relating to its due diligence efforts,
all of which will be expensed in Park's third quarter ended
Nov. 25, 2007.

"We would like to thank the employees of Columbia Aircraft
Manufacturing for all of their help and assistance relating to our
due diligence efforts," Brian Shore, Park's President and CEO,
said.  "We wish the employees the best of luck in the future.  In
our opinion, the business will be in good hands with its new
owner.  I would also like to take this opportunity to thank Lance
Neibauer, the very talented designer of the Columbia aircraft
models, for his help in connection with our due diligence
efforts."

                    About Park Electrochemical

Headquartered in Melville, New York, Park Electrochemical Corp. --
http://www.parkelectro.com/-- develops and manufactures high-
technology digital and RF/microwave printed circuit materials (the
Nelco(R) product line) and advanced composite materials (the
Nelcote(TM) product line) principally for the telecommunications
and internet infrastructure, high-end computing and aerospace
markets.  Park focuses on the general aviation segment of the
aerospace market.  Park's core capabilities are in the areas of
polymer chemistry formulation and coating technology.  The
company's manufacturing facilities are located in Singapore,
China, France, Connecticut, New York, Arizona and California.

                     About Columbia Aircraft

Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing
Corporation -- http://www.flycolumbia.com/-- manufactures a      
variety of all-composite aircraft, including the Columbia 400 and
employs approximately 440 people.

The company filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. Ore. Case No. 07-33850).  Leon Simson, Esq., Albert
N. Kennedy, Esq., and Timothy J. Conway, Esq., at Tonkon Torp
LLP represent the Debtor in its restructuring efforts.  James
Ray Streinz, Esq., and Johnston A. Mitchell, Esq., at McEwen
Gisvold LLP serve as counsel to the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and liabilities of
$1 million to $100 million.  The Debtor's list of its 20 largest
unsecured creditors showed total aggregate claims of more than
$50 million.


COLUMBIA AIR: Cessna Aircraft Wins Auction with $26.4 Million Bid
-----------------------------------------------------------------
Cessna Aircraft Company of Textron Inc., was the successful bidder
for select assets of Columbia Aircraft Manufacturing Company.  The
bid of $26.4 million was the high bid in The United States
Bankruptcy Court for the District of Oregon.

"This is a significant day as it brings together two top aircraft
design and production companies to offer the global general
aviation community the widest range of propeller aircraft, along
with world-class product support, all under the Cessna brand --
one of the most trusted names in aviation," Jack. J. Pelton,
Cessna chairman, president and CEO, said.  "I would like to thank
the 400-plus Columbia employees for their continued hard work and
dedication during the bankruptcy process. We look forward to
welcoming them to the Cessna family."

"The Columbia models are a good fit with our existing product
line," Mr. Pelton said.  "We look forward to providing existing
Columbia owners with improved levels of service and support and
introducing new customers to these outstanding aircraft."

"We plan to make significant investments in Bend, in people and
operations, to bolster customer satisfaction and business
profitability," Mr. Pelton said.  "We will continue to improve
quality, reliability and performance as we strive to deliver
customer value and fulfill our commitments."

Once the transaction is completed, which is expected to occur by
Dec. 4, 2007, the Bend operation will take on the Cessna name and
be one of six Cessna manufacturing facilities.  Cessna intends to
rename the current Columbia product line to become the Cessna 350
and the Cessna 400.  Cessna and its network of authorized dealers
and service centers plan to integrate sales and support of the
former Columbia aircraft, and Cessna Parts Distribution is
expected to become the source for parts.  Cessna also intends to
develop direct communications with current owners.

"We feel it's very important for Cessna customers to enjoy a
seamless, high-quality experience throughout our entire product
line -- from the SkyCatcher all the way up to the Citation X.  It
only makes sense that we fully embrace these two new aircraft and
their owners as members of the Cessna family,"  Mr. Pelton said.  
"Current Columbia aircraft owners should feel very secure knowing
their investment will now be supported through our vast global
customer sales and service network."

                 About Cessna Aircraft Company

Headquartered in Wichita, Kansas, Cessna Aircraft Company \u2013-
http://www.cessna.com/-- is one of the most famous names in small  
planes.  A subsidiary of Textron, the company manufactures
business jets, utility turboprops, and small single-engine planes.  
Cessna is also a maker of business jets; it makes nine variations
of its popular Citation jet. Its utility turboprop plane, the
Caravan, has freight, bush, amphibious, and commercial (small
connecting flights) applications.  Cessna's single-engine planes
are typically used for personal and small-business purposes.  
Cessna also offers fractional ownership programs for its business
jets.

             About Columbia Aircraft Manufacturing

Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing
Corporation -- http://www.flycolumbia.com/-- manufactures a      
variety of all-composite aircraft, including the Columbia 400 and
employs approximately 440 people.

The company filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. Ore. Case No. 07-33850).  Leon Simson, Esq., Albert
N. Kennedy, Esq., and Timothy J. Conway, Esq., at Tonkon Torp
LLP represent the Debtor in its restructuring efforts.  James
Ray Streinz, Esq., and Johnston A. Mitchell, Esq., at McEwen
Gisvold LLP serve as counsel to the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and liabilities of
$1 million to $100 million.  The Debtor's list of its 20 largest
unsecured creditors showed total aggregate claims of more than
$50 million.


COMPASS DIVERSIFIED: Offers Shareholders Reinvestment Plan
----------------------------------------------------------
Compass Diversified Holdings is offering a Distribution
Reinvestment Plan to current and prospective shareholders.  The
Plan permits shareholders to acquire additional shares of
CODI automatically with quarterly distributions.

The Plan is administered by The Bank of New York.  To enroll in
the Plan, request an enrollment form or obtain a hard copy of the
Plan prospectus, contact The Bank of New York toll-free at 1-877-
296-3711.  

Headquartered in Westport, Connecticut, Compass Diversified
Holdings --www.compassdiversifiedholdings.com/ -- (Nasdaq GS:
CODI) is a Delaware statutory trust that was formed on Nov. 18,
2005, to acquire and manage a group of middle market businesses
that are headquartered in North America.  CODI provides public
investors with an opportunity to participate in the ownership and
growth of companies which have historically been owned by private
equity firms, wealthy individuals or families.  

Compass Group Diversified Holdings LLC, a Delaware limited
liability company, was also formed on Nov. 18, 2005.  In
accordance with the Trust Agreement, Compass Diversified Holdings
is the sole owner of 100% of the trust's Interests of Compass
Group Diversified Holdings LLC.  Compass Group Diversified
Holdings LLC is the operating entity with a board of directors and
other corporate governance responsibilities, similar to that of a
Delaware corporation.

Compass Diversified Holdings is managed by Compass Group
Management LLC, which was established in 1998 as a private equity
manager for an offshore philanthropic foundation established by J.
Torben Karlshoej, the late founder of Teekay Shipping Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Compass Group Diversified Holdings LLC.  The
outlook is stable.  At the same time, S&P assigned bank loan and
recovery ratings to Compass's $200 million first-lien term loan
due 2013.  The loan is rated 'BB-' with a recovery rating of '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.


COUNTRYWIDE HOME: Moody's Junks Ratings on Two Loan Classes
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
tranches issued in two separate mortgage transactions.  The
collateral backing each tranche consists primarily of first-lien,
fixed- and adjustable-rate scratch and dent mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has been reduced from losses and stepdown.  The timing
of losses coupled with passing of performance triggers has caused
the protection available to the subordinate bonds to be
diminished.

Complete rating actions are:

Issuer: Countrywide Home Loan Trust 2004-SD1

  -- Cl. B-1, Downgraded to Ba1 from Baa1
  -- Cl. B-2, Downgraded to Caa1 from Baa2

Issuer: Countrywide Home Loan Trust 2004-SD2

  -- Cl. B-1, Downgraded to Ba3 from Baa2
  -- Cl. B-2, Downgraded to Ca from Baa3


CREDIT SUISSE: Fitch Lowers Ratings on $209.9MM Transactions
------------------------------------------------------------
Fitch Ratings has taken these rating actions on four Credit Suisse
First Boston Home Equity Asset Trust transactions. Affirmations
total $1.6 billion and downgrades total $209.9 million.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

CSFB HEAT 2005-2

  -- $81.7 million class A affirmed at 'AAA' (BL: 82.18, LCR:
     7.12);
  -- $38.5 million class M-1 affirmed at 'AA+' (BL: 68.63, LCR:
     5.95);
  -- $35 million class M-2 affirmed at 'AA' (BL: 56.81, LCR:
     4.92);
  -- $24.1 million class M-3 affirmed at 'AA-' (BL: 48.61, LCR:
     4.21);
  -- $20.1 million class M-4 affirmed at 'A+' (BL: 25.49, LCR:
     2.21);
  -- $20.1 million class M-5 affirmed at 'A' (BL: 21.88, LCR:
     1.9);
  -- $16.1 million class M-6 affirmed at 'A-' (BL: 19.12, LCR:
     1.66);
  -- $16.1 million class B-1 affirmed at 'BBB+' (BL: 16.35,
     LCR: 1.42);
  -- $14.3 million class B-2 affirmed at 'BBB' (BL: 13.92, LCR:
     1.21);
  -- $8.6 million class B-3 downgraded to 'BB' from 'BBB-' (BL:
     12.40, LCR: 1.07);
  -- $9.7 million class B-4 downgraded to 'BB' from 'BB+' (BL:
     11.19, LCR: 0.97).

Deal Summary

  -- Originators: Various Originators
  -- 60+ day Delinquency: 29.07%,
  -- Realized Losses to date (% of Original Balance): 1.01%;
  -- Expected Remaining Losses (% of Current Balance): 11.54%;
  -- Cumulative Expected Losses (% of Original Balance): 4.0 %.

CSFB HEAT 2005-6

  -- $187.7 million class A affirmed at 'AAA' (BL: 55.32, LCR:
     3.7);
  -- $29.6 million class M-1 affirmed at 'AA+' (BL: 44.4, LCR:
     2.97);
  -- $26.4 million class M-2 affirmed at 'AA+' (BL: 38.74, LCR:
     2.59);
  -- $15.6 million class M-3 affirmed at 'AA' (BL: 34.31, LCR:
     2.29);
  -- $14.4 million class M-4 affirmed at 'AA-' (BL: 30.20, LCR:
     2.02);
  -- $9.6 million class M-5 affirmed at 'AA-' (BL: 27.44, LCR:
     1.84);
  -- $12.8 million class M-6 affirmed at 'A' (BL: 23.72, LCR:
     1.59);
  -- $10.4 million class M-7 downgraded to 'BBB+' from 'A-'
     (BL: 20.62, LCR: 1.38);
  -- $8.8 million class M-8 downgraded to 'BBB' from 'BBB+'
     (BL: 18.00, LCR: 1.2);
  -- $7.2 million class B-1 downgraded to 'B' from 'BBB+' (BL:
     12.61, LCR: 0.84);
  -- $7.6 million class B-2 downgraded to 'CC/DR3' from 'BBB';
  -- $7.2 million class B-3 downgraded to 'CC/DR3' from 'BB+';
  -- $4 million class B-4 downgraded to 'CC/DR3' from 'BB+',
     removed from Rating Watch Negative.

Deal Summary

  -- Originators: Various Originators
  -- 60+ day Delinquency: 24.8%;
  -- Realized Losses to date (% of Original Balance): 1.13%;
  -- Expected Remaining Losses (% of Current Balance): 14.95%;
  -- Cumulative Expected Losses (% of Original Balance): 7.69%.

CSFB HEAT 2005-7

  -- $274.5 million class A affirmed at 'AAA' (BL: 51.61, LCR:
     3.27);
  -- $36.5 million class M-1 affirmed at 'AA+' (BL: 40.58, LCR:
     2.57);
  -- $33 million class M-2 affirmed at 'AA' (BL: 36.41, LCR:
     2.3);
  -- $21 million class M-3 affirmed at 'AA-' (BL: 32.26, LCR:
     2.04);
  -- $16 million class M-4 affirmed at 'A+' (BL: 28.89, LCR:
     1.83);
  -- $16.5 million class M-5 affirmed at 'A' (BL: 25.40, LCR:
     1.61);
  -- $14.5 million class M-6 affirmed at 'A-' (BL: 22.29, LCR:
     1.41);
  -- $14.5 million class M-7 downgraded to 'BBB' from 'BBB+'
     (BL: 19.11, LCR: 1.21);
  -- $10 million class B-1 downgraded to 'B' from 'BBB' (BL:
     13.61, LCR: 0.86);
  -- $8.5 million class B-2 downgraded to 'B' from 'BBB' (BL:
     12.20, LCR: 0.77), removed from Rating Watch Negative;
  -- $6 million class B-3 downgraded to 'C/DR4' from 'BBB-',
     removed from Rating Watch Negative;
  -- $10 million class B-4 downgraded to 'C/DR5' from 'B+';
  -- $5 million class B-5 downgraded to 'C/DR5' from 'B+'.

Deal Summary
  -- Originators: Various Originators
  -- 60+ day Delinquency: 27.96%;
  -- Realized Losses to date (% of Original Balance): 1.14%;
  -- Expected Remaining Losses (% of Current Balance): 15.80%;
  -- Cumulative Expected Losses (% of Original Balance): 8.68%.

CSFB HEAT 2005-8

  -- $451.1 million class A affirmed at 'AAA' (BL: 51.05, LCR:
     3.18);
  -- $55.5 million class M-1 affirmed at 'AA+' (BL: 41.42, LCR:
     2.58);
  -- $51 million class M-2 affirmed at 'AA' (BL: 36.7, LCR:
     2.28);
  -- $33 million class M-3 affirmed at 'AA-' (BL: 32.44, LCR:
     2.02);
  -- $24 million class M-4 affirmed at 'A+' (BL: 29.29, LCR:
     1.82);
  -- $24.7 million class M-5 affirmed at 'A' (BL: 26.03, LCR:
     1.62);
  -- $21 million class M-6 affirmed at 'A-' (BL: 23.21, LCR:
     1.44);
  -- $20.2 million class M-7 downgraded to 'BBB' from 'BBB+'
     (BL: 20.42, LCR: 1.27);
  -- $15 million class M-8 downgraded to 'BBB-' from 'BBB+'
     (BL: 18.34, LCR: 1.14);
  -- $12.7 million class B-1 downgraded to 'BB' from 'BBB' (BL:
     16.51, LCR: 1.03);
  -- $7.5 million class B-2 downgraded to 'B' from 'BBB' (BL:
     14.26, LCR: 0.89), and removed from Rating Watch Negative;
  -- $15 million class B-3 downgraded to 'C/DR5' from 'BBB-',
     and removed from Rating Watch Negative;
  -- $11.2 million class B-4 downgraded to 'C/DR5' from 'BB';
  -- $10.5 million class B-5 downgraded to 'C/DR5' from 'B+'.

Deal Summary

  -- Originators: Various Originators
  -- 60+ day Delinquency: 25.6%;
  -- Realized Losses to date (% of Original Balance): 1.20%;
  -- Expected Remaining Losses (% of Current Balance): 16.07%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.01%.

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.


CREDIT SUISSE: Fitch Lowers Rating on Class M-3 Certs. to B
-----------------------------------------------------------
Fitch Ratings has taken rating action on Credit Suisse First
Boston Home Equity Asset Trust transactions:

CSFB HEAT, series 2002-5
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB' from 'A';
  -- Class B-1 downgraded to 'CCC/DR1' from 'B+'.

CSFB HEAT, series 2003-2

  -- Class A-IO affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB' from 'A-';
  -- Class M-3 downgraded to 'B' from 'BBB-';
  -- Class B-1 downgraded to 'CCC/DR1' from 'B';
  -- Class B-2 remains at 'C', and the DR is revised to 'DR6'
     from 'DR5'.

The collateral of the above transactions consists of first and
second lien fixed-rate and adjustable-rate subprime mortgage
loans.  All of the mortgage loans were purchased by an affiliate
of Credit Suisse First Boston Mortgage Securities Corp. from
various sellers in secondary market transactions.

The affirmations affect approximately $57.1 million in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The classes with
negative actions reflect the deterioration in the relationship of
CE to future loss expectations and affect
$17.5 million in outstanding certificates.

The overcollateralization of series 2002-5 has been declining over
the past year and is currently providing 1.99% in CE to the B1
bond.  The OC of series 2003-2 been completely exhausted for the
past five months.  As of the October 2007 remittance period, 60+
delinquencies for series 2002-5 and 2003-2 is 23.51% and 32.55%,
respectively.  Furthermore, the pool factors are less than 10%
which increases the chance of adverse selection to the trusts.

The mortgage loans are being serviced by Select Portfolio
Servicing, Inc., rated 'RPS2+' by Fitch Ratings.


CRESTED CORP: Completes Merger Deal with U.S. Energy
----------------------------------------------------
Crested Corp. shareholders voted in favor of the Agreement and
Plan of Merger to merge into U.S. Energy Corp.  The merger was
completed on Nov. 27, 2007, and Crested has been merged into USEG
pursuant to Colorado and Wyoming law.  

As a result, Crested has ceased to exist and all outstanding
shares of Crested have been converted into the right to receive
USEG shares, and Crested will terminate its obligations to file
further information with the SEC.

In accordance with the agreement and USEG's effective Form S-4
registration statement for the transaction, USEG will issue up to
2,876,188 shares of common stock to all former shareholders of
Crested, on an exchange ratio of 1 USE share for every 2 Crested
shares.

Computershare Trust Company, transfer agent for USE and the
exchange agent for the merger consideration, will issue USE shares
to the former Crested shareholders in due course as the Crested
shares are presented for exchange. USEG shares issued to the
former minority shareholders of Crested will not be restricted.

On a pro forma basis, USEG will have 23,963,584 shares
outstanding.

"The merger of Crested Corp. into U.S. Energy Corp. presents a
significant milestone in the company's history," Keith Larsen, CEO
of U.S. Energy Corp. said.  "Management's goal is to streamline,
simplify and make the company more transparent while building
shareholder value."  

"With the approval of the merger, U.S. Energy Corp. now owns 100%
of all assets previously jointly held jointly with Crested Corp.,"
Mr. Larsen added.  "This includes the world-class Lucky Jack
molybdenum deposit located in west central Colorado that is being
developed through our venture with Kobex Resources Ltd."

                    About US Energy Corp.

Headquartered in Riverton, Wyoming, US Energy corp. --
http://www.usnrg.com/-- is a diversified natural resource company  
with interests in molybdenum, gold and oil & gas.

                      About Crested Corp.

Headquartered in Riverton, Wyoming, Crested Corp. (OTC BB: CBAG)
develops and leases mineral properties.  The company primarily
focuses on hard rock minerals, including lead, zinc, silver,
molybdenum, gold, uranium, and oil and gas properties.  It also
engages in the production of petroleum properties and marketing of
minerals through equity investees.

                    Going Concern Doubt

Moss Adams LLP cited several factors that raise substantial
doubt about the ability of Crested Corp. to continue as a going
concern after auditing the company's financial statements as of
Dec. 31, 2006.  The factors were the company's significant losses
from operations and working capital deficit of $3,730,800 as of
Dec. 31, 2006.  Moss Adams also stated that a substantial portion
of Crested's obligation is owed to an affiliated entity.


CROWN CASTLE: Fitch Holds 'BB' Rating on $83MM Class G Notes
------------------------------------------------------------
Fitch Ratings has affirmed these classes of Crown Castle, senior
secured tower revenue notes, series 2005-1:

  -- $948,460,000 class A-FX at 'AAA';
  -- $250,000,000 class A-FL at 'AAA';
  -- $233,845,000 class B at 'AA';
  -- $233,845,000 class C at 'A';
  -- $233,850,000 class D at 'BBB'.

Fitch Ratings has also affirmed these classes of Crown Castle,
senior secured tower revenue notes, series 2006-1:

  -- $453,540,000 class A-FX at 'AAA';
  -- $170,000,000 class A-FL at 'AAA';
  -- $150,155,000 class B at 'AA';
  -- $150,155,000 class C at 'A';
  -- $150,150,000 class D at 'BBB';
  -- $144,000,000 class E at 'BBB-';
  -- $240,000,000 class F at 'BB+';
  -- $83,000,000 class G at 'BB'.

The affirmations are due to the stable performance of the
collateral.

The Crown Castle, series 2005-1 closed on June 8, 2005 and was
secured by 10,578 wireless communication sites.  The Crown Castle,
series 2006-1 represents an additional issuance with the
contribution of 949 additional sites.

As of September 2007, the collateral pool included 11,554 wireless
communication sites owned, leased, or managed by the borrower.  
The notes issued by both transactions, which are secured by the
same pool, are pari passu among like rated classes.  As of the
October 2007 distribution date, the aggregate principal balance of
the notes remained unchanged at $3.45 billion since issuance.  
Notes from both issuances are interest only for the entire five-
year period.

As part of the review, Fitch analyzed the management report dated
Sept. 30, 2007 that was provided by the servicer, Midland Loan
Services.  As of Sept. 30, 2007, aggregate annualized run rate
revenue increased 4.2% to $686.9 million from $644.5 million at
issuance.  Over the same time period, the Fitch adjusted net cash
flow increased 3% since issuance.

The tenant type concentration is stable.  As of Sept. 30, 2007,
total revenue contributed by telephony tenants was 94.7% compared
to 95.9% at issuance.


CROWN HOLDINGS: Completes Share Repurchase Deal with BNP Paribas
----------------------------------------------------------------
Crown Holdings Inc. has completed its accelerated share repurchase
agreement with BNP Paribas.  Pursuant to the agreement, the
company purchased 4,234,077 shares of its common stock for
$100 million.

On Aug. 27, 2007, Crown Holdings has entered into a definitive
agreement with BNP Paribas to purchase shares of its common stock
for approximately $100 million under an accelerated share
repurchase program.

Pursuant to the agreement, the company has purchased 4,088,068
shares immediately from BNP Paribas and may potentially receive
additional shares upon completion of the transaction.

The final number of shares to be repurchased will be based on the
company's volume-weighted average stock price during the term of
the transaction.

To date in 2007, the company has purchased 4,974,892 shares
for $118 million.

                    About Crown Holdings Inc.

Based in Philadelphia, Pennsylvania, Crown Holdings Inc. (NYSE:
CCK) -- http://www.crowncork.com/-- through its affiliated  
companies, supplies packaging products to consumer marketing
companies around the world.  In Latin America, the company has
operations in Mexico, and in South and Central America.   The
company also maintains operations in Europe, particularly in the
United Kingdom and France.  In the Asia-Pacific region, the
company has an office in Singapore.  Crown Holdings, Inc., through
its subsidiaries, is a leading supplier of packaging products to
consumer marketing companies around the world.

The company's consolidated balance sheet at Sept. 30, 2007, showed
$6.949 billion in total assets, $7.335 billion in total
liabilities, resulting in a $386 million total shareholders'
deficit.


CSFB 2004-CF1: Moody's Lowers Rating on Class B Loan to B3
----------------------------------------------------------
Moody's Investors Service has downgraded the rating of one tranche
issued in the CSFB 2004-CF1 mortgage transaction.  The collateral
backing each tranche consists primarily of first-lien, fixed- and
adjustable-rate scratch and dent mortgage loans.

The deal being reviewed has seen the amount of available credit
enhancement reduced from losses and step-down.  The timing of
losses coupled with passing of performance triggers has caused the
protection available to the subordinate bonds to be diminished.

Complete rating actions are:

Issuer: CSFB 2004-CF1

  -- Cl. B; Downgraded to B3 from Baa2


CYRUS REINSURANCE: Moody's Rates $65MM Sr. Secured Loan at Ba1
--------------------------------------------------------------
Moody's has assigned these ratings to three proposed bank loans of
Cyrus Reinsurance II Limited : Ba1 to the $65 million senior
secured term loan, Ba3 to the $20 million senior subordinated
secured term loan, and B3 to the $20 million junior subordinated
secured term loan.

"Cyrus Re II is a type of limited purpose reinsurer that is
commonly referred to as a 'sidecar'," explains senior analyst
Kevin Lee. "The sidecar will be capitalized with $35 million of
equity and $105 million of term loans (75% debt, 25% equity),"
notes Mr. Lee.  "The term loans are arrayed in tranches, each
having a different probability of attachment, expected loss, and
priority with respect to interest and principal payments, hence
the difference in ratings."

Cyrus Re II is expected to provide collateralized quota share
coverage exclusively to two subsidiaries of XL Capital Ltd -- XL
Re Ltd (Aa3/stable) and XL Re Europe Ltd.  If the quota share
agreement is executed, the Ceding Companies will pass on (cede) --
and Cyrus Re II will assume -- 10% of the premiums and losses on a
future portfolio of non-proportional catastrophe reinsurance
contracts.  Those underlying contracts will be written in 2008 and
will cover natural catastrophe risks throughout the world.  The
future portfolio is expected to be similar to the Ceding
Companies' existing portfolio as client retention tends to be
relatively high.  This quota share agreement, if executed, will be
distinct and separate from the Ceding Companies' previous sidecar,
Cyrus Reinsurance Limited.

The ratings for the term loans are supported by Moody's financial
modeling to determine both the probability of default and expected
loss to lenders.  The most important inputs into the financial
model are the annual aggregate probability loss curve derived by
the Ceding Companies, premium assumptions, and investment income
assumptions.  Moody's applied stress factors and performed
sensitivity analysis on all three inputs.  The PDs and ELs from
our simulation runs were then compared to Moody's idealized
default rates and expected loss rates over a weighted average life
of about 1.7 years for each loan.  Finally, the assigned ratings
also reflect, in our opinion, sufficient alignment of interests
between stakeholders.

Key rating factors include:

1) Model Risk: Catastrophe modeling error is the most important
risk factor.  The Ceding Companies modeled their existing
portfolio using RMS 6.0 peril models that are common in the
industry. Parameter uncertainty, the quality of input data, and
how the models are used can all contribute to modeling error.

In general, the current portfolio is diversified with respect to
geography and layers of coverage.  A majority of the current
portfolio consists of personal lines and standard commercial risks
which generally offer more homogeneous data than industrial and
surplus lines risks.  The Ceding Companies receive exposure data
from clients or brokers for nearly all underlying contracts,
allowing the Ceding Companies to duplicate the modeling work with
all discretionary settings applied.  One notable exception is
assumed retrocession business (2.5% of current portfolio limits),
for which exposure data isn't available, but is nonetheless
modeled by the Ceding Companies.  Many of the covered perils are
modeled using RMS 6.0 peril models.  European Flood, European
Earthquake and attritional losses are modeled using in-house curve
fitting methods.

Moody's has applied a moderate load to the Base Curve to account
for these elements: 1) potential deviations from the expected
portfolio; 2) difficult-to-model classes of business such as
industrial and surplus lines risks (estimated to be roughly 20% of
current portfolio limits); 3) non-modeled contract elements such
as loss adjustment expenses and extra-contractual obligations; 4)
inherent uncertainty in peril modeling especially as it relates to
perils like earthquakes where little historical data is available
for model calibration; and 5) a small load for perils that are not
modeled by any methods such as volcanic eruption, meteorite
impact, tsunami, domestic terrorism and industrial/residential
conflagration.

2) Defaults are Sensitive to Rate and Investment Income
Assumptions: Moody's analysis suggests that default rates and
expected loss rates to debt holders are sensitive to assumptions
about premium rates and investment yields.  This is fairly
intuitive given that equity capital is thin (75% debt, 25% equity)
and tranche attachment points are relatively low. That is to say,
investors will have to rely more on premium income and investment
income to defray losses. Premium rates in 2008 are uncertain.  In
Moody's financial modeling, Moody's have modeled for the
possibility that rates may fall up to 20% from their 2007 levels.  
Additionally, Moody's have modeled investment returns
stochastically.

3) Alignment of Interests: In Moody's opinion, there is adequate
alignment of interests between stakeholders given that the Ceding
Companies will retain 90% of premiums and losses with ample skin
in the game.  Additionally, any reinsurance purchased by the
Ceding Companies for its retained portfolio would inure to the
benefit of the sidecar.  Dividend distributions to shareholders
are prohibited, mitigating some of our concerns about the highly
levered capital structure.

4) Cash Waterfall: At each quarterly interest payment date, trust
assets that exceed loss reserves and a reserve cushion can be
released to pay interest.  However, capacity must exist to fully
pay all remaining scheduled interest and principal on the senior
secured term loans before any trust capital can be released to pay
interest and principal on the senior subordinated or junior
subordinated loans.  The same rule applies to the priority of
payments between the senior subordinated and junior subordinated
loans.  This cash waterfall is reflected in Moody's financial
modeling.

These ratings have been assigned with a stable outlook:

  * Cyrus Reinsurance II Limited -- $65 million senior secured
    term loan at Ba1;

  * Cyrus Reinsurance II Limited -- $20 million senior
    subordinated secured term loan at Ba3;

  * Cyrus Reinsurance II Limited -- $20 million junior
    subordinated secured term loan at B3.

Cyrus Reinsurance II Holdings SPC is majority-owned by investment
funds affiliated with Highfields Capital Management LP. Its
subsidiary, Cyrus Reinsurance II Limited, is a Class 3 Bermuda
reinsurer that is expected to enter into a collateralized quota
share reinsurance treaty with XL Re Ltd and XL Re Europe Ltd.  The
treaty will cover policies incepting between Jan. 1, 2008 and Jul.
1, 2008.  Lenders will be at risk for events occurring between
Jan. 1, 2008 and Jul. 1, 2009.  Capital cannot be returned to
investors before September 1, 2009 and equity capital cannot be
returned to shareholders until all three loans have been repaid.


DANKA BUSINESS: Delists American Depositary Shares from Nasdaq
--------------------------------------------------------------
Danka Business Systems PLC's board of directors has determined to
voluntarily delist its American Depositary Shares from the Nasdaq
Capital Market and move them to the OTC Bulletin Board.  The
company's ordinary shares are unaffected by this action and will
continue to trade on the London Stock Exchange.

"To be clear, our primary listing is in London and remains
unchanged," Danka chairman and chief executive officer A.D.
Frazier stated.  "As such, this decision does not impact the
company's financial status, nor will it have an effect on the way
we conduct our business or on the nature of our existing and
future customer and partner relationships.  This has been a year
of transformation for Danka, highlighted just last week with the
signing of two separate partnership initiatives designed to
further reinforce the company's independent leadership position in
the enterprise imaging marketplace."

The board at this conclusion subsequent to a deficiency
notification from the Nasdaq Listing Qualifications staff received
on Nov. 20, 2007, stating that the company was not in compliance
with the stockholders' equity/market value of listed
securities/net income continued listing requirement set forth in
Nasdaq Marketplace Rule 4310(c)(3).

Under Nasdaq rules, if the company did not submit a plan of
compliance on or before Dec. 5, 2007, and did not regain
compliance with the market value of listed securities requirement
for a minimum of 10 consecutive business days within 30 calendar
days from the date of the deficiency notification, Nasdaq Staff
would have provided written notification to Danka that its ADSs
would be delisted.  At that time, the company would have been
permitted to appeal the Nasdaq Staff determination to a Nasdaq
Listing Qualifications Panel.

The board determined, after careful consideration of various
business, legal, shareholder and compliance aspects of this
matter, not to submit a plan of compliance and, instead, that
voluntarily delisting and moving the company's ADSs to the OTC
Bulletin Board is in the overall best interests of the Company's
shareholders.  These factors, among others, were considered by the
board in taking this action:

   -- the reduction in costs associated with maintaining two
      separate exchange listings;

   -- that the London Stock Exchange will continue to be the
      company's primary market as it is not necessary to
      maintain two separate exchange listings;

   -- the continued availability of quotations and last sale
      information in the company's ADSs on the OTC Bulletin
      Board; and

   -- the fact that the company will remain a reporting company
      for SEC purposes and will continue to comply with all
      reporting requirements.

The company received a letter on Aug. 29, 2007, from Nasdaq
indicating that the company was not in compliance with the
continued listing requirement for minimum bid price on The Nasdaq
Capital Market because the bid price of Danka's ADSs had closed
below the minimum $1 per share requirement for more than 30
consecutive days.

The OTC Bulletin Board is neither a "listed" market nor a "stock
exchange."  Instead, it operates as a voluntary electronic
quotation system that allows market makers to enter quotations in
a security and offers investors real-time access to quotes, last-
sale prices and volume information in over-the-counter equities.

The company will file an application with the Securities and
Exchange Commission on Form 25 to voluntarily delist its ADSs from
the Nasdaq Capital Market.  The delisting becomes effective ten
days after the Form 25 is filed.  The Form 25 is expected to be
filed on or about Dec. 7, 2007.

                About Danka Business Systems plc

Based in London, England, Danka Business Systems PLC (LON:DNK) --
http://www.danka.com/--  is a provider of document solutions,  
including office imaging equipment, software, support, and related
services and supplies in the United States.  It offers office
imaging products, services, supplies and solutions, including
digital and color copiers, digital and color multifunction
peripherals printers, facsimile machines and software.  It also
provides contract services, including professional and consulting
services, maintenance, supplies, leasing arrangements, technical
support and training, collectively referred to as Danka Document
Services.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $241.5 million and total liabilities of $588.8 million,
resulting to a shareholders' deficit of $347.3 million.


DECORDOVA/PERMIAN: Fitch Assigns 'B/RR4' Rating on 7.48% Bonds
--------------------------------------------------------------
Fitch has assigned a 'B/RR4' rating to the 7.48% Decordova/Permian
Basin secured facility bonds that mature Jan. 1, 2017.  In
addition, Fitch assigns a 'B/RR4' rating to the 7.46% Morgan
Creek/Permian Basin secured facility bonds that mature Jan. 1,
2015.  The Rating Outlook of the primary lease obligor Texas
Competitive Electric Holding (TCEH; Issuer Default Rating 'B'),
and the co-obligor Energy Future Competitive Holding (EFCH; IDR
'B) are Stable.

Both series of bonds are secured by certain peaking generation
units, the related ground leases and rights under the leases.  The
facilities are located in Texas.  The Decordova/Permian bonds are
secured by four Decordova peaking units with total capacity of 260
megawatts and two Permian Basin units with 130MW of capacity.  The
Decordova and Permian units started commercial operation in 1989.  
The Morgan Creek/Permian Basin bonds are secured by nine peaking
units with 585MW of total capacity.  The six Morgan Creek units
and three Permian Basin units were placed into service in 1988 and
1987, respectively.  The plants are maintained to utility
standards and there have been no significant operating issues.  
There are no plans to retire or mothball the units.

Fitch valued the peaking unit collateral packages in a stress
scenario to establish estimates for recovery value to position the
ratings of the secured facility bonds relative to the IDR of TCEH,
which includes an average recovery assumption of 30%-50%.  Fitch
used its proprietary power pricing model to calculate the net
present value of future cash flows from the units based on a
single dispatch and price scenario and on an alternate scenario
that uses the observed volatility of power prices to estimate the
option value of the facilities, with cash flows discounted at a
10% discount rate. Fitch notes that it is more challenging to
value peaking units than other power generation assets that have
more predictable usage.  Fitch accorded relatively less weight to
future option value.  In Fitch's opinion, the peaking units have
average recovery prospects and are thus rated at the same 'B'
level as the IDR of the lessee and co-obligor.


DEERFIELD TRIARC: Moody's Cuts Corporate Family Rating to Ba3
-------------------------------------------------------------
Moody's Investors Service has downgraded Deerfield Triarc Capital
Corp's corporate family rating to Ba3, from Ba2.  Concurrently,
Moody's has withdrawn provisional (P)B1 senior secured term loan
rating assigned to the REIT's external manager Deerfield & Company
LLC.  Rating outlook is negative.

According to Moody's, these rating actions reflect the REIT's lack
of progress in consummating a merger with its external advisor,
Deerfield & Company LLC, as well as deterioration in the company's
earnings and financial profile due to stress in the structured
finance markets.  The negative rating outlook reflects uncertainty
associated with the REIT's earnings trajectory, asset quality of
its alternative asset portfolio and overall liquidity position due
to the continuing dislocations in the credit markets.

Deerfield's Ba3 corporate family rating continues to reflect the
REITs diverse portfolio, which includes high quality, highly
liquid mortgage securities.  Sound risk management and adequate
liquidity are underpinnings of the ratings.

Moody's stated that a return to a stable outlook would be
contingent upon the REIT's ability to return to profitability as
demonstrated by two consecutive quarters of positive earnings,
stabilization in the asset quality of its alternative asset
portfolio and preservation of the liquidity cushion maintained to
protect its RMBS portfolio.  Conversely, a rating downgrade would
most likely result from further sustained deterioration in
earnings, additional decline in the asset quality of the REIT's
alternative asset portfolio, and pressure on its liquidity
position.

This rating was downgraded:

  * Deerfield Triarc Capital Corp. -- Corporate family rating
    to Ba3, from Ba2.

This rating will be withdrawn:

  * Deerfield & Company LLC -- Senior secured term loan at
    (P)B1.

Deerfield Triarc Capital Corp. [NYSE: DFR] is a diversified
financial company, structured as a REIT, that invests in single-
family mortgage securities and various other asset classes.


DENNY'S INC: Credit Repayment Cues S&P to Revise Rating to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its bank loan rating on
Denny's Inc.'s $350 million bank facility to 'BB', two notches
above the corporate credit rating on parent Denny's Corp.
(B+/Stable/--), from 'BB-'.  S&P have also revised the recovery
rating on this debt issue from '2' to '1', reflecting our
expectation for very high (90%-100%) recovery of principal in the
event of a payment default.
      
"The action reflects a meaningful repayment of the credit facility
using proceeds from asset sales as well as free cash flow," said
Standard & Poor's credit analyst Diane Shand.  For the year to
date Sept. 26, 2007, the company has repaid about $45.2 million of
debt.  As of Sept. 26, 2007, the outstanding amount under the
total credit facility totaled about $245 million.  Concurrently,
S&P affirmed the 'B+' corporate credit rating on Denny's Corp. and
the 'B-' rating on the company's senior unsecured notes.


DOLE FOOD: Poor Operating Results Cue S&P's Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit and
other ratings on Westlake Village, California-based Dole Food Co.
Inc. on CreditWatch with negative implications, meaning that the
ratings could be lowered or affirmed following the completion of
S&P's review.  Total debt outstanding at the company was about
$2.4 billion as of Oct. 6, 2007.
     
"The CreditWatch placement follows third-quarter operating results
and resulting credit measures that did not meet our prior
expectations," said Standard & Poor's credit analyst Alison
Sullivan.  These expectations included reducing leverage to closer
to 8x by the end of the third quarter in order to
reach 7.0x-7.5x by the end of fiscal 2007.  For the 12 months
ended Oct. 6, 2007, leverage was 8.8x.
     
"While there are no near-term liquidity concerns and performance
has improved modestly over a difficult 2006, credit measures have
not been restored to levels previously expected," said Ms.
Sullivan.  Year-to-date sales grew 12.6% from higher banana sales,
an acquisition, and foreign currency; and adjusted EBITDA grew
close to 6% from lower shipping costs for bananas in North America
and Europe, and lower purchased fruit costs in Europe.

Standard & Poor's will review Dole's operating and financial plans
with management before resolving the CreditWatch listing.


DUNMORE HOMES: U.S. Trustee Appoints 7-Member Creditors' Committee
------------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Diana G. Adams,
the United States Trustee for Region 2, appointed seven creditors
to the Official Committee of Unsecured Creditors in the Chapter
11 case of Dunmore Homes Inc., effective Nov. 26, 2007.

The Creditors' Committee consists of:

      (1) Bank of New York Trust Company, N.A.
          601 Travis, 16th Floor
          Houston, TX 77002
          Attn: J. Chris Matthews, Vice President
          Tel No.: (713) 483-6267
          Fax No.: (713) 483-6644

      (2) United Commercial Bank
          711 Van Ness Avenue
          San Francisco, CA 94102
          Attn: Ms. Ellen Chiu-Yee
          Tel No.: (415) 929-6399
          Fax No.: (415) 921-7918

      (3) Travelers Bond
          33650 6th Avenue South
          Suite 200
          Federal Way, WA 98003
          Attn: Sam E. Barker, Senior Claim Counsel
          Tel No.: (253) 943-5802
                   (866) 842-9201

      (4) Cal Sierra Construction, Inc.
          5904 Van Alstine Avenue
          Carmichael, CA 95608
          Attn: Marco Lucich, Vice President
                Shannon Allen
          Tel No.: (916) 485-3909
          Fax No.: (916) 485-3906

      (5) The Aleco Corporation
          2202 Zeus Court
          Bakersfield, CA 93380
          Attn: Jay Marks, President
          Tel No.: (661) 395-1000
          Fax No.: (661) 326-0418

      (6) MacKay & Somps Civil Engineers, Inc.
          1771 Tribute Road, Suite E
          Sacramento, CA 95815-4487
          Attn: Mr. James C. Ray, Jr.
          Tel No.: (916) 929-6092
          Fax No.: (916) 923-5625

      (7) Hemington Landscape Services, Inc.
          4170 Business Drive
          Cameron Park, CA 95682
          Attn: Michael A. Gatto
          Tel No.: (530) 677-9290
          Fax No.: (530) 677-0590

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


DUNMORE HOMES: Three Big Creditors Want Venue Moved to California
-----------------------------------------------------------------
Cal Sierra Construction Inc., Pacific Paving Co. Inc., and
Valley Utility Services Inc., ask the United States Bankruptcy
Court for the Southern District of New York to transfer venue of
the Chapter 11 proceeding of Dunmore Homes Inc., to the Eastern
District of California, Sacramento Division.

Cal Sierra, Pacific Paving, and Valley Utility are parties-in-
interest in the Debtor's Chapter 11 case and are among the
Debtor's 20 largest unsecured creditors.

Stephanie Wickouski, Esq., at Drinker Biddle & Reath LLP, in New
York, argues that the Debtor is based in California as evidenced
in its Web site and all of its all of its employees and
substantial assets are located in California.  Since its
inception, she notes, the Debtor has been headquartered in
California and currently operates exclusively in California.  The
Debtor's headquarters is located in Granite Bay, California and
its only other corporate office is located in Fresno, California.  

On the contrary, the Debtor has no present domestic business
activity or presence outside of California, Ms. Wickouski avers.  
It does not maintain any domestic offices or employees outside of
California.

Furthermore, Ms. Wickouski contends, all of the Debtor's
subsidiaries are California entities who are allegedly engaged in
an out-of-court restructuring process.

Requiring the Debtor's employees and counsel, Ms. Wickouski
asserts, to constantly travel from California to New York to
serve as witnesses, or otherwise appear and assist in the
prosecution of the Debtor's case will be expensive and an
unnecessary use of time, travel and disruption to the Debtor's
business.

Ms. Wickouski adds that:

   -- none of the creditors on the Debtor's list of 20 largest
      unsecured creditors is shown as having an office in New
      York;

   -- about 18 of the Debtor's largest unsecured creditors have
      California addresses; and

   -- as per the Debtor's list of five largest secured claims,
      the largest and only secured creditor is located in
      California.

Against this backdrop, transferring the venue of the Debtor's
case to California is for the convenience of its creditors, Ms.
Wickouski avers.

The venue of the Debtor's case belongs in California, Ms.
Wickouski maintains, and the Debtor's decision to file in New
York despite the incontrovertible economies and convenience of,
and the vast preponderance of legal factors favoring a California
filing must raise the inference that Debtor has come to New York
for no reason other than forum shopping.  "This is wholly
improper," she emphasizes.

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


DURA AUTOMOTIVE: Court Postpones Confirmation Hearing
-----------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has postponed the hearing to consider
confirmation of the Joint Plan of Reorganization of DURA
Automotive Systems, Inc., and its debtor-affiliates.

According to The Associated Press, the Bankruptcy Court canceled
the confirmation hearing scheduled for December 6, 2007, saying
there was no point moving forward with the Plan until DURA
obtains the necessary exit financing.

DURA's Chapter 11 plan contemplates a $425,000,000 financing to
emerge from Chapter 11.  Goldman Sachs Credit Partners, L.P., and
Barclays Capital, the investment banking division of Barclays
Bank, PLC, as arrangers, have offered to arrange and syndicate:

   (a) a senior secured revolving credit facility in an amount up
       to $125,000,000;

   (b) a senior secured first-lien tranche B term loan facility
       in amount up to $225,000,000; and

   (c) a senior secured second-lien term loan facility in an
       amount up to $75,000,000.  

DURA, however, has not obtained full commitments for the loan.  
AP says that DURA has encountered difficulty obtaining the
financing amid the recent crunch in credit markets.   

The Reorganization Plan also contemplates a $140,000,000 to
$160,000,000 equity rights offering to be fully backstopped by
Pacificor, LLC.  Holders of senior notes in excess of $75,000,
which also includes Pacificor, were entitled to buy shares of new
common stock of DURA at the rights offering, which concluded on
November 15, 2007.  The participants in the rights offering
elected to subscribe approximately $1,300,000.  Pursuant to the
Court-approved backstop agreement, Pacificor will purchase the
unsubscribed portion of the shares.

DURA aims to exit Chapter 11 protection by the end of 2007.

                  About Dura Automotive

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

The company has three locations in Asia -- China, Japan
and Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Richard M. Cieri, Esq.,
Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan
Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel
for the Debtors' bankruptcy proceedings.  Mark D. Collins, Esq.,
Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors' co-
counsel.  Baker & McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had USUS$1,993,178,000 in total assets
and USUS$1,730,758,000 in total liabilities.

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.  On Aug. 22, 2007, the Debtors' filed their Plan of
Reorganization and the Disclosure Statement explaining that Plan
was approved on Oct. 3, 2007.  (Dura Automotive Bankruptcy News,
Issue No. 38 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EMAGIN CORP: Sept. 30 Balance Sheet Upside-Down by $3.6 Million
---------------------------------------------------------------
eMagin Corp.'s consolidated balance sheet at Sept. 30, 2007,
showed $7,068,000 in total assets and $10,724,000 in total
liabilities, resulting in a $3,656,000 total shareholders'
deficit.

The company reported a net loss of $12,651,000 on total revenue of
$5,071,000 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $3,769,000 on total revenue of $2,292,000 in
the same period a year ago.

Higher revenue was primarily due to increased microdisplay demand
and increased availability of finished displays due to
manufacturing improvements.

For the three months ended Sept. 30, 2007, the change in the
derivative liability was a loss of approximately $1.5 million, as
compared to $177,000 for the three months ended Sept. 30, 2006.

On July 23, 2007, the company recorded a loss on extinguishment of
debt of approximately $10.7 million.  This loss was in relation to   
amended agreements the company entered into with the note holders
of the original notes issued July 21, 2006, and March 28, 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?25d2

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
Eisner LLP expressed substantial doubt on eMagin Corp.'s ability
to continue as a going concern after auditing the company's annual
report for the year ended Dec. 31, 2006.  Eisner reported that the
company has had recurring losses from operations which is likely
to continue, and has working capital and capital deficits at
Dec. 31, 2006.

                        About eMagin Corp.

Headquartered in Bellevue, Washington, eMagin Corporation (AMEX:
EMA) -- http://www.emagin.com/-- designs, develops, manufactures,  
and markets virtual imaging products which utilize OLEDs, or
organic light emitting diodes, OLED-on-silicon microdisplays and
related information technology solutions.  


ENESCO GROUP: IRS Balks Second Amended Liquidation Plan
-------------------------------------------------------
The United States of America, on behalf of the Internal Revenue
Service, opposes the confirmation of Enesco Group Inc. and its
debtor-affiliates' Second Amended Plan of Liquidation.

IRS tells the Court that it objects to the provision of the plan
for the payment of its priority claim because it fails to comply
with the requirements of a confirmable Chapter 11 plan under
Section 1129(a)(9)(C) of the Bankruptcy Code.

According to IRS, the Debtors' plan blatantly treats priority
claims in different manners without prior determination that these
claims deserve preferential treatment due to their insignificance
and need for administrative convenience.

The Debtors' plan states "until the allowed IRS claim has been
paid in full" but limits the sources for payment of claim, thus
denying a guarantee of payment of the full priority claim with
interest accruing after the confirmation date, IRS points out.

As reported in the Troubled Company Reporter on Oct. 24, 2007,
the Debtors filed their Second Amended Plan that proposes to
liquidate the remaining assets of the Debtors and distribute the
proceeds to the holders of the allowed claims.  The principal
source of the distributions will be:

   a) cash on hand as of the effective date of the Plan;

   b) proceeds from the Debtors' lender settlement;

   c) proceeds and tax refunds arising out of the resolution of
      the Hong Kong Tax Dispute;

   d) proceeds from the Contingency Litigation Agreement; and

   e) Litigation Trust Proceeds.

           Summary Treatment of Claims Under The Plan

The Plan proposes that all holders of allowed administrative
claims, allowed priority claims, other than the Internal Revenue
Service, and the allowed non-tax priority claims will have their
allowed claims paid in full on or about the effective date of the
plan from the proceeds of the Lender Settlement.

In addition, within 60 days of the effective date, general
unsecured creditors will receive their pro-rate share of $480,000
from the proceeds of the Lender Settlement.  The Debtors say that
general unsecured creditors are expected to receive 27% of their
claims.  Unsecured creditors will further be entitled to receive
additional future distribution.

Within the same time frame, the Internal Revenue Service will
receive $650,000 from the proceeds of the Lender Settlement and
will be entitled to receive additional future distribution.

Additional contributions, the Debtors say, are however, contingent
on future recoveries by the Debtors and are not guaranteed.  The
Contingency Litigation Trust, the Debtors add, are also not
guaranteed.

        Summary Creditor Treatment if Plan is Not Confirmed

The Debtors told the Court that if the Plan is not confirmed, then
they are not substantively consolidated for purposes of the Plan
or their cases are converted to ones under Chapter 7 of the
Bankruptcy Code.

At the conclusion of the Chapter 7 cases, administrative claims
will still be paid in full.  However, tax priority claims holders
will only receive 4.9% of their claims.  General Unsecured
Creditors on the other hand, will receive nothing.

The Debtors revealed that the primary reasons for the
significantly smaller distributions under this scenario are:

   1) the proceeds and other benefits from the:

      -- Lender Settlement;
      -- the Contingency Litigation Agreement; and
      -- the resolution of the Hong Kong Tax Dispute,

      will be substantially compromised or lost, resulting in a
      significantly smaller recovery by the Debtors' estates; and

   2) there will be additional administrative costs if the
      Plan is not confirmed.

                       About Enesco Group

Based in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.  
In schedules of assets and debts filed with the Court, Enesco
disclosed total assets of $61,879,068 and total debts of
$231,510,180.

Chad H. Gettleman, Esq., and Brad A. Berish, Esq., at Adelman &
Gettleman, Ltd., represent the Official Committee of Unsecured
Creditors.  William R. Baldiga, Esq., Jessica M. Paris, Esq., and
Robert J. Stark, Esq., at Brown Rudnick Berlack Israels LLP; and
Thomas V. Askounis, Esq., at Askounis & Borst, PC, represent the
Ad Hoc Committee of Equity Security Holders.


ENVIRONMENTAL TECTONICS: PNC Waives Default on Credit Facility
--------------------------------------------------------------
Environmental Tectonics Corporation said Wednesday that on
Nov. 21, 2007, it executed a consent and waiver letter with
respect to violations of certain covenants in its credit facility
with PNC Bank.

PNC agreed to waive a financial statement default (and any
comparable default in respect of the company's financial
statements as of any prior fiscal period), provided that the
company is required to deliver to PNC its restated financial
statements for the fiscal year ended Feb. 23, 2007 no later than
Jan. 31, 2008.

PNC also waived a net worth covenant default as of Feb. 23, 2007.

The foregoing waivers do not operate as a, or obligate PNC to
grant any, future waiver or modification of the provisions of the
credit agreement with respect to any other financial statements of
the company or of the consolidated tangible net worth covenant as
of any other date or of any other term, condition or event of
default under the credit agreement.

In addition, in connection with certain obligations of the company
under a contract with the Turkish Air Force, the company has
arranged for the OyakBank A.S., located in Turkey, to issue a
letter of guarantee on its behalf for which it is obligated to
deposit $2,310,000 in an account at OyakBank and pledge such
account to OyakBank as security for its reimbursement obligations
under such letter of guarantee.

Since the terms of the credit agreement prohibit the account
pledge, the company has requested and PNC has consented to the
account pledge and waived the limitations of the credit agreement
to permit the company to enter into the account pledge.

On July 31, 2007, the company completed a refinancing of its
indebtedness with PNC in the aggregate amount of up to
$15,000,000.  In connection with the refinancing, the company
entered into a credit agreement with PNC.

                   Need for Various Restatements

On Nov. 14, 2007, the audit committee of the board of directors of
the company, in consultation with management, determined that the
company will need to restate its previously issued consolidated
financial statements for prior periods, including the periods
ended Nov. 24, 2006 and Feb. 23, 2007, due to errors in accounting
with respect to accounts receivable related to the carrying value
of a claims receivable booked in connection with a contract with
the Department of the Navy for a submarine decompression chamber
project.

The company is in the process of determining if these errors in
accounting affected additional periods prior to the fiscal quarter
ended Nov. 24, 2006, including for the fiscal years ended Feb. 28,
2003, Feb. 27, 2004, Feb. 25, 2005 and Feb. 24, 2006.

                    Default Due to Restatements

As a result of the restatement, the company was in breach of the
representation and warranty contained in Section 7(a) of the
credit agreement with respect to its previously delivered
financial statements as set forth in the company's Annual Report
on Form 10-K for the fiscal year ended Feb. 23, 2007.  The breach
on the credit agreement arose because the financial statements
were not true, complete and accurate in all material respects and
did not fairly present the financial condition, assets and
liabilities of the company as of the date of the financial
statements.

This breach constituted an event of default under the credit
agreement and related documents.

In addition, the restatement caused the company to be in breach of
the consolidated tangible net worth covenant set forth in the
credit agreement.

                  About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,   
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.


EQUINOX ON THE PARK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Equinox on the Park, Ltd.
        1 Galleria Plaza
        Suite 1950
        Metairie, LA 70001
        Tel: (504) 836-5075

Bankruptcy Case No.: 07-12319

Type of Business: The Debtor's affiliates, M.B.S. Management
                  Services, Inc., filed for Chapter 11 protection
                  on Nov. 5, 2007 (Bankr. E.D. La. Case No.
                  07-12161).

Chapter 11 Petition Date: November 27, 2007

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wilmar Supply Co., Inc.                                   $24,533
200 East Park Drive, Suite 200
Mt. Laurel, NJ 00854

Rasa Floors                                               $24,533
P.O. Box 619130
Dallas, TX 75261-9130

City of Garland                    Electric Water         $15,000
800 Main Street
Garland, TX 75040

Ameri-Tax Pool Services                                    $7,792

M&M Painting Services                                      $5,944

Geary, Porter & Donovan, P.C.                              $3,899

Hurricane Mirror & Glass & Screen                          $2,875

Jesse Painting & Remodeling                                $2,451
and Mazon As

The Apperance Group                                        $2,419

Classic Scapes Landscaping                                 $2,410

Trejo Cleaning                                             $2,170

City of Garland                   Trash                    $2,000

G.E. Capital                                               $1,977

Southwest Access Controls                                  $1,696

Titan Fire Controls                                        $1,558

Eastin Heating & Air                                       $1,527
Conditioning, Inc.

AT&T                              Telephone                $1,250

Industrial Disposal Supply Co.                             $1,231

RPC Services                                               $1,190

Network Communications, Inc.                               $1,174


FEENUNE LLC: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Feenune LLC
        P.O. Box 1173
        Verdi, NV 89439-1173

Bankruptcy Case No.: 07-51609

Type of Business: The Debtor's managing member, Karen O'Sullivan,
                  filed for Chapter 11 protection on  Aug. 20,
                  2007 (Bankr. D. Nev. Case No. 07-51107).

Chapter 11 Petition Date: November 26, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  Law Offices of Alan R. Smith
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Fax: (775) 786-3066

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Patty Battaglia                             $250,000
965 Regina Way
Pacifica, CA 94044

Rose Shannon                                $200,000
7438 Spyglass Drive
Modesto, CA 95356

Gerri Bobblitt Trust                         $35,000
11326 Glenwood Avenue
Yuma, AZ 85367

Licatta Hanson                               $25,000

Sierra County Tax Collector                  $11,775


FIELDSTONE MORTGAGE: Can Access C-BASS' $1.5 Mil. DIP Facility
--------------------------------------------------------------
The Hon. James F. Schneider of the U.S. Bankruptcy Court for the
District of Maryland on Wednesday gave Fieldstone Mortgage Co.
permission to access Credit-Based Asset Servicing and
Securitization LLC's $1.5 million debtor-in-possession facility,
Baltimore Sun reports.

The Debtor told the Court that it will use the money to continue
its operations while it ponders on whether to liquidate or wait
until the mortgage industry returns to profitability, Baltimore
Sun says.

C-BASS agreed to extend the DIP fund to the Debtor to facilitate
settlement relating to lawsuits between C-BASS and the Debtor,
Baltimore Sun relates, citing Debtor's counsel, Joel I. Sher, Esq.

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- is a direct lender that   
offers mortgage loans for multiple credit situations in the United
States.

In September 2007, Fieldstone was the target of a lawsuit by
Morgan Stanley over 72 mortgages worth $26.5 million that had no,
or late, payments.  The company has trimmed its workforce from
1,000 employees to a mere 25 workers.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007
(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets between
$1 million to $100 million and debts of more than $100 million.


FINLAY ENTERPRISES: Posts $7.5MM Net Loss in Period Ended Nov. 3
----------------------------------------------------------------
Finlay Enterprises Inc. reported its financial results for the
third quarter and first nine months of fiscal 2007.

For the thirteen weeks ended Nov. 3, 2007, the company reported
net loss of $7.5 million compared to net loss of $7.9 million for
the same peiord in the prior year.

For the thirty-nine weeks ended Nov. 3, 2007, the company reported
a net loss of $23.5 million, compared to a net loss of $11.8
million for the thirty-nine weeks ended Oct. 28, 2006.

At Nov. 3, 2007, the company's balance sheet showed total assets
of $562.1 million, total liabilities $462.1 million and total
stockholders' equity $100 million.

"Although our same store sales performance in the third quarter
was lower than we originally anticipated, we believe we are well
positioned for the all-important holiday season," stated Arthur E.
Reiner, chairman and chief executive officer of Finlay Enterprises
Inc.  "Our team is focused on achieving a successful fourth
quarter in our core business."

"We are encouraged by the ongoing growth of our specialty jewelry
stores and by our continued comparable store sales growth,
especially given the challenging retail environment.  We are
pleased with the closing on November 9 of our acquisition of
Bailey Banks & Biddle, which we anticipate will be accretive to
earnings in the fourth quarter, and look forward to the
integration of their operations into Finlay. The acquisition
significantly expands our presence in the luxury jewelry market
which remains one of the most attractive segments of the jewelry
industry," Mr. Reiner added.

                 About Finlay Enterprises Inc.
    
Headquartered in New York City, Finlay Enterprises Inc. (Nasdaq:
FNLY)  -- http://www.finlayenterprises.com/-- through its wholly-
owned subsidiary, Finlay Fine Jewelry Corporation, is a retailer
of fine jewelry operating luxury stand-alone specialty jewelry
stores primarily located in the southeastern United States and
licensed fine jewelry departments in department stores throughout
the United States. The number of locations at the end of the
second quarter of fiscal 2007 totaled 725, including 33 Carlyle
and five Congress specialty jewelry stores.

                           *     *    *

As reported in the Troubled Company Reporter on Oct. 1, 2007,
Standard & Poor's Ratings Services placed its 'B' coporate credit
ratings on both Finlay Enterprises Inc. and its wholly owned
subsidiary, Finlay Fine Jewelry Corp., on CreditWatch with
negative implications.


GAP INC: Board Declares $0.08 Per Share Quarterly Dividend
----------------------------------------------------------
The board of directors of Gap Inc. voted a quarterly dividend of
$0.08 per share payable on Jan. 30, 2008 to shareholders of record
at the close of business on Jan. 9, 2008.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an         
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic in
Southeast Asia and the Middle East.

                            *   *   *

The company continues to carry Fitch's BB+ Issuer Default Rating.  
The company also carries Standard & Poor's Ratings Services' BB+
corporate credit rating.


GP&E OPERATING LP: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: G.P.&E. Operating, L.P.
                1701 North Market Street, Suite 210
                Dallas, TX 75202

Case Number: 07-35798

Involuntary Petition Date: November 26, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Petitioners' Counsel: Ryan E. Manns, Esq.
                      Fulbright and Jaworski L.L.P.
                      2200 Ross Avenue, Suite 2800
                      Dallas, TX 75201
                      Tel: (214) 855-8000
                      Fax: (214) 855-8200
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Cooper Concrete Co.            business debt             $18,794
P.O. Box 461118
Garland, TX 75046

Texans Credit Union                                      unknown
777 East Campbell Road,
Suite 700
Richardson, TX 75081

Michaels Nursery                                         unknown
P.O. Box 1067
Glenmore, LA 71433


GS MORTGAGE: Fitch Lowers Rating on $14.9MM Certificates to BB
--------------------------------------------------------------
Fitch Ratings has taken rating actions on GS Mortgage Securities
Corp. mortgage pass-through certificates.  Affirmations total
$251.4 million and downgrades total $31.1 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

GSAMP 2005-HE3

  -- $20.9 million class A affirmed at 'AAA' (BL: 98.70, LCR:
     8.16);
  -- $96.5 million class M-1 affirmed at 'AA+' (BL: 69.19, LCR:
     5.72);
  -- $75.1 million class M-2 affirmed at 'A' (BL: 24.52, LCR:
     2.03);
  -- $20.7 million class M-3 affirmed at 'A-' (BL: 21.78, LCR:
     1.80);
  -- $19.4 million class M-4 affirmed at 'A-' (BL: 19.13, LCR:
     1.58);
  -- $18.8 million class B-1 affirmed at 'BBB+' (BL: 16.59,
     LCR: 1.37);
  -- $16.2 million class B-2 downgraded to 'BBB-' from 'BBB'
     (BL: 14.41, LCR: 1.19);
  -- $14.9 million class B-3 downgraded to 'BB' from 'BBB-'
     (BL: 12.75, LCR: 1.05).

Deal Summary

  -- Originators: (Various);
  -- 60+ day Delinquency: 28.18%;
  -- Realized Losses to date (% of Original Balance): 0.94%;
  -- Expected Remaining Losses (% of Current Balance): 12.09%;
  -- Cumulative Expected Losses (% of Original Balance): 3.93%.

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.


HANESBRANDS INC: S&P Affirms 'B+' Rating and Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook for
Winston-Salem, North Carolina-based intimate apparel and
activewear maker Hanesbrands Inc. to positive from stable.  At the
same time, existing ratings on the company, including the 'B+'
corporate credit rating, were affirmed.
     
"The outlook revision reflects the company's positive operating
momentum as a standalone entity since its spin-off from Sara Lee
Corp. in September 2006, and its modestly improving credit
protection measures," said Standard & Poor's credit analyst Susan
Ding.  "Management is on track in executing the company's
strategies, is focusing on investing in key brands, and has
benefited from its cost saving initiatives. Credit protection
measures and operating results are in line with our expectations."
     
The ratings on Hanesbrands reflect the company's leveraged
financial profile, resulting from its debt-financed
$2.4 billion special dividend to Sara Lee Corp. following its
spin-off; the commodity-like nature of some of Hanesbrands'
products; the highly competitive and promotional retail
environment; and the company's relatively narrow business focus.  
These risks are somewhat mitigated by Hanesbrands' strong and
widely recognized brand names (including Hanes, Champion, Playtex,
and Bali), its core replenishment business (which is less
susceptible to fashion risk), and its relatively
stable cash flows.


HOMEBANC CORP: Can Sell Mortgage Loans with Unpaid Amount of $10MM
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized HomeBanc Mortgage Corp. and its debtor-affiliates to
implement procedures for selling mortgage loans with unpaid
principal amount of $10,000,000, and the servicing rights to
the loans free and clear of all liens, claims, interest and other
encumbrances, without any representations or warranties
of any kind.

The Assets come from two sources:

   (a) loans that the Debtors closed with their own cash.
       Prepetition, these Loans were not pledged as collateral to
       any third party or sold into securitizations or otherwise;
       and

   (b) loans that the Debtors have repurchased from third
       parties, either pursuant to repurchase agreements with the
       Debtors' lenders or from investors to whom the Loans had
       previously been sold.

According to Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Assets consist
primarily of hybrid adjustable rate mortgages with both
conforming and non-conforming loan amounts and credit features.  
There is also some agency and alternative credit rate fixed rate
mortgages with both conforming and non-conforming loan amounts
and credit features.

The Assets have typical industry interest rate caps and margins.  
As of November 7, 2007, the unpaid principal balance of the
Assets is approximately $10,000,000, plus or minus 5%.  Because
the population of the Loans is dynamic, the unpaid principal
balance, as well as the Asset structure, may change, Mr. Barry
says.

The Debtors propose to sell the Assets as a whole loan sale with
the servicing rights released.  The Loans will be sold as loans,
rather than as part of a bond or security offering, Mr. Barry
explains.  The Debtors will be providing no on-going
representations and warranties with regard to the Loans.  The
potential purchasers will likely be institutional Wall Street
firms, investment conduits, or market makers that purchase or
securitize mortgage loan assets -- Traders, he adds.

The Debtors also propose to conduct the Sale pursuant to these  
procedures, which are substantially similar to procedures used by
the Debtors in selling mortgage loans before the Petition Date:

     * The Debtors will conduct a detailed valuation of the
       Assets, which will reflect the market value of the Loans
       and Servicing Rights, discounted to reflect the credit
       quality of the Loans and the lack of representations and
       warranties;

     * The Debtors will submit the Valuation and a marked to
       market range the Debtors can expect to realize from the
       Sale -- Expected Proceeds -- to the Official Committee of
       Unsecured Creditors and the Debtors' prepetition and
       postpetition lenders;

     * The Approval Group will have five business days to object
       to the Expected Proceeds as being insufficient.  At the
       expiration of the objection period, if there has been no
       objection to the Expected Proceeds, the Debtors will
       continue with the Sale Procedures;

     * The Assets will be offered to Traders -- Bid Rotation --
       as selected by the Debtors, via an e-mail, which will
       include a detailed description of the Assets.  The Assets
       description will include a stratification of the Loans,
       stipulations, settlement time and other financial data;

     * The Bid Rotation will call for bids on the Assets on a
       specific day and time, which will be 24 to 36 hours after
       the Bid Rotation e-mail has been sent;

     * Bids will be submitted to the Debtors via telephone at
       the Bid Date/Time.  The Debtors will accept a bid with a
       Trader in the time and manner that is customary in the
       industry and inform the winning Trader -- Buyer -- of the
       following;

     * If the winning bid is equal to or greater than the
       Expected Proceeds, the Debtors will file a notice of the
       winning bid with the Court, identifying the Buyer.  If the
       winning bid is less than the Expected Proceeds, the
       Debtors must submit the bid to the Approval Group, which
       will have three business days to object to the bid.  At
       the expiration of the second objection period, if there
       has been no objection to the bid, the Debtors will file
       the winning bid notice;

     * Within three business days after the Winning Bid Notice
       has been filed with the Court, the Buyer will send a
       letter detailing the general terms of the sale.  The Buyer
       will have 30 days after the filing of the notice to
       conduct due diligence on the Assets and negotiate
       stipulations with the Debtors.  Any material stipulations
       or changes to the bid will be subject to approval by the
       Approval Group; and

     * The Buyer will deliver the proceeds from the purchase
       price to the Debtors via wire on the settlement date.

The Debtors are in the process of liquidating their residual
estates and winding down their business affairs and, accordingly,
have no use for the Assets.  Since the Sales Procedures are
similar to those the Debtors used before they entered bankruptcy
and are typical for a sale of such assets in the industry, the
Sales Procedures are "likely to yield the highest and best value
for the Assets," Mr. Barry tells the Court.

Moreover, given the notice mechanisms incorporated into the Sale
Procedures, all constituencies will be afforded fair notice of
the transactions contemplated.  The Debtors submit that the
proposed Sale Procedures is in good faith, constitutes an
exercise of sound business judgment and is in the best interests
of their estates and creditors.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused           
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


HOMESTAR MORTGAGE: S&P Cuts Rating on Class M-8 to B from BBB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-8
from Homestar Mortgage Acceptance Corp.'s series 2004-6 to 'B'
from 'BBB-'.  At the same time, S&P placed its 'BBB' rating on
class M-7 from the same series on CreditWatch with negative
implications.  Finally, S&P affirmed its ratings on the nine
remaining classes from this transaction.
     
The lowered rating and negative CreditWatch placement reflect the
high delinquencies relative to the available credit support in the
deal.  Current credit support for classes M-7 and M-8 from series
2004-6 is 2.96% and 2.57% of the current pool balance,
respectively, and future credit support is projected to be
significantly lower than the original credit support for both of
these classes.  The amount of overcollateralization for this
transaction is at approximately 66% of its target.  As of the
October 2007 remittance period, cumulative losses for series 2004-
6 were 0.60% of the original pool balance, total delinquencies
were 11.14% of the current pool balance, and severe delinquencies
(90-plus days, foreclosures, and REOs) were 6.00% of the current
pool balance.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.
     
A combination of subordination, excess spread, and O/C provide
primary credit support for this transaction.  In addition, class
A-3B benefits from a certificate of guarantee issued by Ambac
Assurance Corp.
     
The underlying collateral for this transaction consists primarily
of fixed- and adjustable-rate Alternative-A mortgage loans secured
by first liens and second liens on one- to four-family residential
properties.


                        Rating Lowered

           Homestar Mortgage Acceptance Corp. 2004-6

                               Rating
                               ------
                 Class   To               From
                 -----   --               ----
                 M-8     B                BBB-

             Rating Placed on Creditwatch Negative
   
           Homestar Mortgage Acceptance Corp. 2004-6

                                Rating
                                ------
                  Class   To               From
                  -----   --               ----
                  M-7     BBB/Watch Neg    BBB
  
                        Ratings Affirmed
   
           Homestar Mortgage Acceptance Corp. 2004-6

                Class                    Rating
                -----                    ------
                A-2, A-3A, A-3B          AAA
                M-1                      AA+       
                M-2                      AA
                M-3                      A+
                M-4                      A
                M-5                      A-
                M-6                      BBB+


IPSWICH STREET: Moody's Places B1 Rating Under Review
-----------------------------------------------------
Moody's Investors Service placed these notes issued by Ipswich
Street CDO, Ltd. on review for possible downgrade:

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate
  -- Prior Rating: Aaa

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

Class Description: $62,000,000 Class B Third Priority Senior
Secured Floating Rate Notes

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

Class Description: $25,000,000 Class C Fourth Priority Senior
Secured Deferrable Floating Rate Notes

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

Class Description: $10,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes

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

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

Class Description: $7,900,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of
residential mortgage-backed securities, commercial mortgage-backed
securities, other asset-backed securities and synthetic
securities.


ISONICS CORP: Inks Merger Term Sheet with Universal Guardian
------------------------------------------------------------
Isonics Corporation entered, on Nov. 16, 2007, into a with
Universal Guardian Holdings Inc. to complete merger by which it
will acquire all of the outstanding shares of Universal Guardian.

"Universal Guardian believes that, if completed, this will be a
synergistic merger between UG Services and UG Products with
Isonics' Protection Plus Security Corporation subsidiary based in
New York," Kevin Westcott, president and COO of Universal
Guardian, stated.

The non-binding term sheet contemplates a tax-free reorganization
for the shareholders of Universal Guardian pursuant to which they
would receive Isonics common stock with an aggregate value of
approximately $10.3 million, with the price of Isonics common
stock to be valued at 100% of the 5-day volume weighted average
price of Isonics common stock after shareholder approval.

Existing Universal Guardian debt holders would receive shares of
Isonics convertible preferred stock.  The preferred stock is
expected to have a conversion price equal to 100% of the 5-day
VWAP of Isonics common stock following shareholder approval.

The obligations of Isonics and Universal Guardian to complete the
transaction are subject to a number of conditions precedent and,
therefore, there can be no assurance that Isonics or Universal
Guardian will complete the transaction at all or on the same terms
contemplated.  Among the material conditions precedent are:

   1) The parties must execute a definitive merger agreement by
      Dec. 31, 2007, subject to Isonics' and Universal
      Guardian's shareholders' approval and approved in advance
      of such execution by the boards of directors of Isonics
      and Universal Guardian, otherwise each party will have
      the right to withdraw from the transaction;
    
   2) Agreement by the holders of the Universal Guardian
      convertible debentures as described above;
    
   3) Agreement by Isonics' principal debt holder, Y.A. Global
      Investments L.P. to waive certain existing and
      prospective defaults under certain Isonics debt
      instruments for a period of one year from the date of the
      closing of the merger;
   
   4) The infusion of $4.0 million in financing, which, if
      equity financing, will be payable or issuable in post-
      merger Isonics equity;
   
   5) Satisfactory due diligence by the parties;
    
   6) Continued listing of Isonics common stock on the NASDAQ
      Capital Market through the date of the closing of the
      merger, otherwise each party will have the right to
      withdraw from the transaction;
    
   7) Approval of the merger by the shareholders of Universal
      Guardian and Isonics;
    
   8) Registration by Isonics of all common stock to be granted
      to the Universal Guardian shareholders prior to the date
      of the closing of the merger; and
    
   9) Satisfaction of other normal closing conditions such as
      the continuing accuracy of all representations,  
      warranties, obtaining all necessary consents and
      approvals, no material adverse changes, and execution of
      appropriate employment agreements.

                      About Universal Guardian

Universal Guardian Holdings Inc. (OTC BB: UGHO.OB) --
http://www.UniversalGuardian.com/-- and its subsidiaries provide  
a comprehensive range of security products, systems, and services
designed to mitigate terrorist and security threats worldwide.

                  About Isonics Corporation

Based in Golden, Colorado, Isonics Corp. (NasdaqCM: ISON) --
http://www.isonics.com/-- develops, manufactures, and markets     
various specialty chemicals used in semiconductor devices, medical
diagnostics, imaging and therapy, drug development, and energy
production.

                      Going Concern Doubt

Hein & Associates LLP, in Denver, expressed substantial doubt
about Isonics Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of the
years ended April 30, 2007, and 2006.  The auditing firm reported
that the company has suffered recurring losses from operations and
will continue to require funding from investors for working
capital.


JAMES RIVER: Selling 4.5MM Shares Common Stock in Public Offering
-----------------------------------------------------------------
James River Coal Company has agreed to sell 4,500,000 shares, with
an over-allotment option to sell up to an additional 675,000
shares, of its common stock in a public offering through UBS
Investment Bank.

A written prospectus may be obtained, when available, from sales
representatives of:

     UBS Securities LLC
     Attn: Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Tel (212)-821-3884

After this offering there will be approximately 21,236,727 shares
of common stock outstanding or 21,911,727 shares if the over-
allotment option is exercised in full.

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,   
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.  
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                          *     *     *

James River Coal Co. still carries Standard & Poor's Ratings
Services 'CCC' corporate credit rating.  The outlook remains
negative.


JAMESON DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Jameson Development, L.L.C.
             1220 Allen Avenue
             St. Louis, MO 63104

Bankruptcy Case No.: 07-47858

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        R.O.I. Property Partners, L.L.C.           07-47860
        Allen Partners I, L.L.C.                   07-47861
        Lucas Meeting & Event Center, L.L.C.       07-47862

Chapter 11 Petition Date: November 27, 2007

Court: Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Spencer P. Desai, Esq.
                  Capes, Sokol, Goodman and Sarachan, P.C.
                  Pierre Laclede Center
                  7701 Forsyth Boulevard, 12th Floor
                  St. Louis, MO 63105
                  Tel: (314) 721-7701
                  Fax: (314) 721-0554

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
Jameson Development,       $1 Million to          $1 Million to
L.L.C.                     $100 Million           $100 Million


R.O.I. Property Partners,  $1 Million to          $100,000 to
L.L.C.                     $100 Million           $1 Million

Allen Partners I, L.L.C.   Less than              Less than
                           $10,000                $10,000

Lucas Meeting & Event      $100,000 to            $1 Million to
Center, L.L.C.             $1 Million             $100 Million

The Debtors did not file lists of their 20 largest unsecured
creditors.


JAYS FOODS: Court Fixes December 17 as Claims Bar Date
------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois set Dec. 17, 2007 as the period in which creditors of
Jays Foods Inc. and Select Snacks Inc. must file their proofs of
claim against the Debtors.  

In the case of governmental units, the bar date is set for
April 8, 2008.

Proofs of claim are to be sent to:

     Select Snacks Inc., et. al.
     Claims Processing
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Ave.
     El Segundo, California 90245

Chicago-based Jays Foods Inc. -- http://www.jaysfoods.com/--    
wholesales confectionery products and manufactures snack chip
products.  Jays Foods leases real property, and owns certain
equipment, in Chicago, Illinois where it operates a manufacturing
facility that makes snacks mostly under the Jays, O-KE-DOKE and
Krunchers brand names.  Jays is 100% owned by Jays Holding
Company, Inc.

The company, then known as Jays Food LLC, first filed for chapter
11 protection on March 5, 2004 (Bankr. N.D. Ill. Case No. 04-
08681).  David Missner, Esq., Marc I. Fenton, Esq. and Thomas
Zwartz, Esq. at Piper Rudnick LLP were counsels to the Debtor.  In
the March 2004 case, a Section 363 sale took place and most of the
assets of former Jays Foods were sold to Jays Foods Acquisition
Inc., predecessor to Jays Foods Inc.  The March 2004 case was
closed on or about March 9, 2007.

Select Snacks Inc., on the other hand, owns real property,
improvements and equipment in Jeffersonville, Indiana where it
operates a manufacturing facility that makes private label and co-
manufactured snacks for its customers.  Select Snacks is 100%
owned by Select Snacks Holdings Company, Inc.

Both Select Holding and Jays Holding are 100% owned by Ubiquity
Brands LLC.

As of the Oct. 11, 2007, the Debtors had approximately 943
employees of which Select has 262 (211 union employees and, 51
non-union employees) and Jays has 681 total employees (236 union
employees and 445 non-union employees).

Jays Foods and Select Snacks filed voluntary chapter 11 petitions
on Oct. 11, 2007 (Bankr. N.D. Ill. Case Nos. 07-18768 and
07-18769).  Mark K. Thomas, Esq., Brian I. Swett, Esq., Jeremy T.
Stillings, Esq., Myja K. Kjaer, Esq., at Winston & Strawn LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC serve as
their notice, claims and balloting agent.  The Official Committee
of Unsecured Creditors has selected Jeffrey N. Pomerantz, Esq.,
and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones
LLP, as its counsel.  When the Debtors sought protection from
their creditors, they listed assets and debts between $10 million
and $50 million.


JOHN RYAN: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: John Austin Patrick Ryan, Jr.
        6370 Quebec Drive
        Los Angeles, CA 90068

Bankruptcy Case No.: 07-20942

Chapter 11 Petition Date: November 27, 2007

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

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

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's Four Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------

Bank Of America                                        $11,500
P.O. Box 15019
Wilsmington, DE 19886

Washington Mutual                                       $2,450
P.O. Box 660487
Dallas, TX 75266-0487

Macy's                                                  $1,100
P.O. Box 6938
The Lakes, NV 88901

Bloomingdale's                                          $1,000
P.O. Box 689194
Des Moinies, IA 50368-9194


KMART CORP: Fitch Retains Junk Ratings on $3.9MM Certificates
-------------------------------------------------------------
Kmart Corporation Pass-Through Trusts, series 1995 K-1 and series
1995 K-2 long-term credit and Distressed Recovery ratings are
maintained by Fitch Ratings as:

  -- $1.7 million K-1 at 'C/DR6';
  -- $2.2 million K-2 at 'C/DR6'.

The certificates are currently collateralized by an assignment of
rents on four open and operating properties guaranteed by absolute
net leases to Kmart Corporation, in which Kmart is obligated to
pay rental payments with no setoff, abatement or reduction.  The
collateral originally consisted of 16 stores, 12 of which closed
when Kmart rejected the leases after the bankruptcy filing in
January 2002.  The bankruptcy filing triggered an acceleration of
the of the bond payments.  When payments are received from the
four operating properties, the bonds are allocated pro rata
principal payments.  The ratings were taken to 'D' when Fitch
determined that the values of the properties with rejected leases
would not support the outstanding loan balances or repay the
interest shortfalls.

Since that time, the bonds have received both payments of
principal, as well as realized losses due to the non- payment of
leases on the rejected properties.  The ratings were revised to
'C/DR6' during Fitch's DR rating review in April 2006.  The
ratings are no longer dependent on Kmart's corporate rating, or
the rating of Kmart's parent, Sears Holding Corporation.


LAKE MARTIN: Selects Espy Metcalf as Bankruptcy Counsel
-------------------------------------------------------
Lake Martin Partners LLC obtained approval from the United States
Bankruptcy Court for the Middle District of Alabama to employ
Espy, Metcalf & Espy PC as its bankruptcy counsel.

Espy Metcalf will:

   a. advise the Debtor with respect to its powers and duties as
      Debtor-in-possession in the continued management and
      operation of its business and properties;

   b. advise and consult on the conduct of the chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in chapter 11;

   c. take all necessary action to protect and preserve the
      Debtor's estate, including prosecuting actions on the
      Debtor's behalf, defending any action commenced against the
      Debtor and representing the Debtor's interests in
      negotiations concerning all litigation in which the Debtor
      is involved, including objections to claims filed against
      the Debtor's estate;

   d. prepare appropriate pleadings, including motions,
      applications, orders, reports and papers necessary or
      otherwise beneficial to the administration of the Debtor's
      estate;

   e. perform other necessary or otherwise beneficial legal
      services for the Debtor in connection with the prosecution
      of the chapter 11 case.

The Debtor will pay Espy Metcalf at its current hourly rates:

          Designation            Hourly Rate
          -----------            -----------
          Partner                   $300
          Associate              $100 - $200
          Paraprofessional        $60 - $90

The professionals who are expected to have primary responsibility
for providing services to the Debtor are Cameron A. Metcalf, Esq.,
at $300, Collier H. Espy, Jr., Esq., at $300, and Jonathan Kaz
Espy, Esq., at $150.

To the best of the Debtor's knowledge, Espy Metcalf is a
"disinterested person" withing the meaning of Section 101(14) of
the Bankruptcy Code and does not hold or represent an interest
adverse to the Debtor's estate.

The firm can be reached at:

             Espy, Metcalf & Espy PC
             326 North Oates St.
             Dothan, AL 36303
             Tel: 334-793-6288
             Toll-Free: 1-800-310-4020
             Fax: 334-712-1617
             http://www.emppc.com/

Dothan, Alabama-based Lake Martin Partners LLC owns an 18 acre
condominium development project on Lake Martin in Tallapoosa
County, Alabama.  The Debtor filed for chapter 11 bankruptcy on
Oct. 19, 2007 (Bankr. M.D. Ala. Case No. 07-11470).  The Debtor's
schedules disclosed total assets of $14,140,003 and total
liabilities of $27,836,721.


LAKE MARTIN: Can Borrow $4,415,000 from Empire Financial
--------------------------------------------------------
Dwight H. Williams, Jr., of the U.S. Bankruptcy Court for the
Middle District of Alabama gave Lake Martin Partners LLC final
approval to borrow $4,415,000 in debtor-in-possession financing
from Empire Financial Services Inc.

The Debtor relates to the Court that it has no funds available for
the completion of a construction of an 85-condominium unit project
at Tallapoosa County.

According to the Debtor, unless the buildings are completed and
the condominiums sold, the Debtor has no ability to repay its
creditors other than Empire Financial.

Empire Financial has agreed to extend $550,000 initial loan to the
Debtor, and additional $3,865,000 towards the completion of the
project.

               Loan Agreement with Empire Financial

The Debtor was able to buy a real property in Tallapoosa County
from Stoneview Summit Development Inc. on Sept. 26, 2005.  Empire
Financial closed on the original transaction to acquire the real
property from Stoneview Summit and fund the construction of 85
condominium units in Tallapoosa County.  The Debtor was able to
pre-sell the 85 condo units pursuant to a loan agreement it signed
with Empire Financial.

The value of the real property owned by the Debtor and the project
at its present stage of completion is estimated at $1,000,000 more
than the current debt due Empire Financial, which is about
$17,940,000.  Interest on the Debtor's outstanding loan from
Empire Financial is at $145,000 per month.

From the pre-sold 85 condo units, the Debtor obtained cash
deposits from the purchasers of about 10% to 20% of the agreed
purchase price.

Under the terms of each purchase contract, the deposits were to
partially fund the purchase price due at closing.

              Dispute with Stoneview Summit and EAS

Subsequent to the acquisition of the real property, the Debtor
entered into a development agreement with Stoneview Summit to
construct the condo buildings at a maximum price under the funding
of Empire Financial.

In contrast, Stoneview Summit engaged a general contractor, EAS
Contractors Inc. on a cost plus basis.  Empire had already
advanced funds at the Debtor's request.  However, the payment
claims of Stoneview Summit and EAS exceeded the amounts funded
under the loan agreement the Debtor had with Empire Financial.

Stoneview Summit claims that it obtained the Debtor's consent,
which the Debtor denies, to use deposits to fund the construction
and other expenses.  As a result, no deposits remain available for
use by the Debtor if authorized by the purchasers or by order of
the Court.

As a result of the dispute between the Debtor and Stoneview
Summit, the Debtor entered into an agreement on Aug. 23, 2007,
through which Stoneview Summit agreed to vacate the project to
enable the Debtor to secure another contractor to complete it.

EAS and various suppliers and sub-contractors have since filed
liens against the project and a result, Empire Financial became
unwilling to advance additional funds without the assurance of
repayment on a secured administrative basis.

                        About Lake Martin

Dothan, Alabama-based Lake Martin Partners LLC owns an 18 acre
condominium development project on Lake Martin in Tallapoosa
County, Alabama.  The Debtor filed for chapter 11 bankruptcy on
Oct. 19, 2007 (Bankr. M.D. Ala. Case No. 07-11470).  The Debtor's
schedules disclosed total assets of $14,140,003 and total
liabilities of $27,836,721.


LAKE MARTIN: Wants R. Smith and D. Huskey as Special Counsels
-------------------------------------------------------------
Lake Martin Partners LLC asks the U.S. Bankruptcy Court for the
Middle District of Alabama for permission to retain the law office
of Rufus R. Smith, Jr., & Associates and Dow T. Huskey, Esq., as
its special counsels.

The Debtor intends to retain the services of Messrs. Smith and
Huskey to pursue damages and other recoveries against Stoneview
Summit Development Inc., Stoneview Summit Inc, The Profile Group
Inc, and others who are associated with them and are liable to the
Debtor due to breach of contract and otherwise under the terms of
an employment agreement.

Messrs. Smith and Husky will receive a sum of money equal to 40%
of the amount received by suit or judgment from the litigation
against Stoneview Summit and parties.

The Debtor assures the Court that Messrs. Smith and Huskey do not
represent any interest adverse to the estate and their employment
is in the best interest of the estate.

The professionals can be reached at:

                  Rufus R. Smith, Jr.
                  Rufus R. Smith, Jr., & Associates
                  129 South Street, Andrews Street, Suite 102
                  Dothan, AL 36301
                  http://www.rufusrsmithjrandassociates.com/

                  Dow. T. Huskey, Esq.
                  112 West Adams Street
                  Dothan, AL 36303
                  Phone: (334) 794-3366  
                  Telecopier: (334) 794-7292

                        About Lake Martin

Dothan, Alabama-based Lake Martin Partners LLC owns an 18 acre
condominium development project on Lake Martin in Tallapoosa
County, Alabama.  The Debtor filed for chapter 11 bankruptcy on
Oct. 19, 2007 (Bankr. M.D. Ala. Case No. 07-11470).  The Debtor's
schedules disclosed total assets of $14,140,003 and total
liabilities of $27,836,721.


LEVITT AND SONS: Homeowners Object to Home Sale Contracts Closing
-----------------------------------------------------------------
Kenneth and Sandra Schroeder, and David and Sandy Schnee ask the
U.S. Bankruptcy Court for the Southern District of Florida to
reconsider the request of Levitt and Sons LLC and its debtor-
affiliates' to close on sales of homes, honor certain prepetition
contract obligations and sell homes postpetition in the ordinary
course of business.

In addition, the Schroeders and Schnees join in the request of
Eugene M. and Andrea I. Yaver to compel the rejection of certain
executory contract and return of deposit amounts.

As reported in the Troubled Company Reporter on Nov. 26, 2007, the
Debtors' obtained authority from the Honorable Raymond B. Ray to
close on certain pre-bankruptcy home sale contracts.

The Debtors were authorized, but not directed to:

   -- close on sales of encumbered homes once construction is
      finished and all other requirements are met;

   -- honor certain existing pre-bankruptcy contract obligations
      to homebuyers and others, including payment of commissions     
      due to current or former employees under the Company Sales
      and Design Incentive Plans, which are due upon the closing
      of an Encumbered Home to the Debtors' workforce and
      persons who have or might assert mechanic's liens against
      the Encumbered Home to be sold; and

   -- sell Encumbered Homes postpetition in the ordinary course      
      of business.

       Homeowners Want Contracts & Deposit Returns Rejected

The Schnees relate that they did not receive adequate notice to
file their objection to the Debtors' Motion before the hearing on
the first day motions on Nov. 13, 2007, one day after a federal
holiday and less than one business day after the date of
bankruptcy filing.

The Schroeders entered into a contract to purchase a home to be
built by Levitt and Sons of Cherokee County, LLC, located at 401
Larkspur Drive, Canton, Georgia.  The Schnees, on the other hand,
contracted with Levitt Cherokee located at 449 Larkspur Drive,
Canton, Georgia.

According to the Schnees and Schroeders, issues concerning the
Debtors' ability to complete the Contract and the development
continue to exist.  Both contend that their Contracts constitute
an executory contract in accordance with Section 365 of the
Bankruptcy Code.

David Marshall Brown, Esq., at David Marshall Brown, P.A., in
Fort Lauderdale, Florida, says that the Debtors are under certain
obligations to complete amenities associated with the
development.  The Schnees and Schroeders believe that
construction on the amenities has ceased.  He adds that the
Debtors have provided no evidence establishing their ability to
complete the Contract and to fulfill the obligations with respect
to the development, including completing construction of amenity
buildings.

Mr. Brown tells the Court that it is not only the Debtors'
ability to complete the Contracts, but also their ability to
complete the amenity buildings that must be addressed.  The
Contract involves a development that creates a lifestyle for the
residents.  The inability to complete the amenity buildings and
other contractual obligations constitutes a default, which must
be completed before assumption, he asserts.

Moreover, the work completed by the Debtors are unacceptable and
there are numerous problems that must be addressed before
proceeding with any additional work, Mr. Brown relates.

Since it does not appear that the Debtors will be able to fulfill
their obligations with respect to the Contract, Mr. Brown notes,
the Schnees and Schroeders ask the Court to compel the Debtors to
immediately reject the Contracts, and direct the return of the
deposits the homeowners remitted upon rejection.

The homeowners also seek documentation from the Debtors
identifying where the deposit is being maintained.

                       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.

Levitt Corp., the Debtors' parent company, did not file for
Chapter 11 protection.

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


LEVITT AND SONS: Laurel Canyon Residents Want Grace Period
----------------------------------------------------------
The Ad Hoc Group of Residents of Seasons at Laurel Canyon seeks to
obtain a sufficient transitional period before Levitt and Sons LLC
and certain of its debtor-affiliates can abandon any of their real
estate property, including the residents' Laurel Canyon community.

As reported in the Troubled Company Reporter on Nov. 23, 2007, the
Debtors sought permission from the U.S. Bankruptcy Court for the
Southern District of Florida to abandon certain real estate
properties in which they "have no equity and which are financially
burdensome to maintain."

As disclosed at the "first day hearings" in their Chapter 11
cases, the Debtors have been in discussions with their senior
lenders regarding the willingness to provide additional financing
to complete vertical construction necessary to complete sales of
homes, including homes that are currently under contract.

                 Immediate Abandonment is Improper

The ad hoc group of residents relates that one of the properties
owned by the Debtors and securing the Wachovia Bank, National
Associations, credit facilities is a property generally referred
to as Seasons at Laurel Canyon.

The Laurel Canyon Group is comprised of 148 homes in Seasons at
Laurel Canyon development as of November 21, 2007, and is also
the holder of 14 contracts for the purchase of homes in the
Development.

Seasons at Laurel Canyon is an active adult community developed
by Levitt and Sons of Cherokee County, LLC.  Each member of the
Laurel Canyon Group has a claim in the Levitt Cherokee Chapter 11
case and possibly in the bankruptcy cases of some or all of the
related debtors, David Marshall Brown, Esq., at David Marshall
Brown, P.A., in Fort Lauderdale, Florida, informs the Court.

The residents of the Development are members of the Seasons at
Laurel Canyon Community Association, Inc.  The Association has
two classes of members:

   -- Class A members, whose membership includes homeowners who
      hold record title to individual lots in the Development;
      and

   -- Levitt Cherokee, as sole Class B member, who has the right
      to appoint the directors of the Association.

Levitt Cherokee currently controls all actions of the
Association, including the approval of all budgets, expenditures
and third party contracts and has the check-writing power for the
Association, Mr. Brown relates.

While the Laurel Canyon Group recognizes the Wachovia Debtors'
desire to abandon property in which they have no equity, the
request for an immediate abandonment is improper, Mr. Brown tells
Judge Ray, adding that an immediate abandonment of the collateral
will result in irreparable damage to the Development and put the
safety and welfare of the residents in jeopardy.

The Laurel Canyon Group does not seek to prevent the Wachovia
Debtors' proposed abandonment of the collateral and interests in
the Development granted to Wachovia.  Rather, the group simply
seeks a sufficient transition period before any abandonment,
requiring that the Wachovia Debtors implement procedures to
facilitate a transition of the collateral and interests
identified to Wachovia in a manner that will allow Wachovia the
opportunity to arrange for the continuation of any services
currently being overseen by the Wachovia Debtors in the
Development.

Mr. Brown states that, before abandoning the rights and interests
in the collateral, the Wachovia Debtors should be required to
identify all of the collateral and interests, which they consider
are encumbered by Wachovia's claims and take the steps necessary
to ensure an efficient transfer of the collateral and interests.

To minimize damages to the Laurel Canyon Group and Wachovia, Mr.
Brown says, a transition period is warranted and procedures are
needed to facilitate the efficient turnover of the collateral and
interests granted to Wachovia.

According to Mr. Brown, the procedures should:

   (a) at a minimum, identify the Development property that is
       subject to abandonment and ensure that control of the
       property to be abandoned is always vested in a single
       party; and

   (b) provide for the continuation of utility services to the
       Development, since a disruption would leave  
       the Development without street and security lighting or an
       ability to maintain sewage facilities.

The Laurel Canyon Group believes that much of the collateral and
interests consists of the property in or related to the
Development, including all common areas, which are necessary for
the homeowners to continue to live in the community.

The Laurel Canyon Group is also uncertain if Levitt Cherokee's
Class B membership in the Association is part of Wachovia's
collateral, Mr. Brown notes.  To the extent that it is, the
Laurel Canyon Group is exposed to the very real possibility that
an immediate abandonment of the Class B membership may leave
critical operations funded by the Association in limbo,
negatively impacting the Laurel Canyon Group and the value of
Wachovia's collateral, Mr. Brown tells the Court.

As applicable, the abandonment of Class B membership by Levitt
Cherokee should be conducted such that Wachovia or its designated
agent can seamlessly assume its responsibilities as the Class B
member and perform its necessary duties without interruption of
any services in the Development.

New directors for the Association will need to be appointed and
steps taken to give Wachovia the authority to write checks on the
Association accounts.

                Wachovia Reserves Right to Object

Wachovia Bank states that the loans it provided to the Debtors,
which currently exceed $100,000,000, are secured by, inter alia,
first priority liens on real and personal property of the Debtors
and on various projects in Florida, Georgia and South Carolina.

Robert N. Gilbert, Esq., at Carlton Fields, P.A., in West Palm
Beach, Florida, relates, on Wachovia's behalf, that the Debtors
recently filed a motion seeking to abandon the real property
securing the Indebtedness in the event parties cannot reach
mutually acceptable agreements concerning the terms of additional
financing requested by the Debtors.  Hearing on the Debtors'
Abandonment Motion is set for November 27, 2007.

Mr. Gilbert tells the Court that the abandonment is premature at
this time.  Wachovia, in the abundance of caution, files an
objection to preserve its right to object to the abandonment.  If
Wachovia and the Debtors do not reach an agreement concerning the
relief requested in the Abandonment Motion, Wachovia reserves the
right to supplement the Objection on or before November 26.

                       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.

Levitt Corp., the Debtors' parent company, did not file for
Chapter 11 protection.

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


LIFEPOINT HOSPITALS: Board Okays $150 Mil. Share Repurchase Plan
----------------------------------------------------------------
LifePoint Hospitals Inc.'s board of directors has authorized a
share repurchase program of up to $150 million of the company's
common stock over the next 12 months.

The company, which had approximately 58.1 million shares of common
stock outstanding as of Sept. 30, 2007, is not obligated to
repurchase any specific number of shares under the program. Based
on the Nov. 26, 2007, closing price, approximately
5.1 million shares, or 9% of the company's shares outstanding,
could be repurchased for $150 million.

Purchases under the program may be funded with a portion of the
company's cash on hand, cash generated from operations and funds
available under the company's Amended and Restated Credit
Facility.

"We are pleased to disclose this new authorization, our second in
the past five years," William F. Carpenter III, president and
chief executive officer of LifePoint Hospitals Inc., said. "This
latest action underscores our long-term commitment to enhancing
stockholder value."

Repurchases under the program may be made through open market
purchases or privately negotiated transactions in accordance with
applicable federal securities laws, including Rule 10b-18.

The timing, amount, manner and price of any repurchases, if any,
will be determined by the company, in its discretion, and will
depend upon, among other things, the stock price, economic and
market conditions and such other factors as the Company considers
appropriate.  The program may be extended, suspended or
discontinued at any time.

                   About LifePoint Hospitals

Based in Brentwood, Tennessee, LifePoint Hospitals Inc. (NASDAQ:
LPNT) -- http://www.lifepointhospitals.com/-- is a hospital  
company that provides healthcare services in non-urban communities
in 18 states.  Of the company's 49 hospitals, 44 are in
communities where LifePoint Hospitals is the sole community
hospital provider.  LifePoint Hospitals' non-urban operating
strategy offers continued operational improvement by focusing on
its five core values: delivering compassionate, high quality
patient care; supporting physicians; creating an outstanding
environment for employees; providing unmatched community value;
and ensuring fiscal responsibility.  LifePoint Hospitals is
affiliated with approximately 21,000 employees.

                         *     *     *

Moody's Investor Services placed LifePoint Hospitals Inc.'s
probability of default rating at 'Ba3' in September 2006 and its
bank loan debt rating at 'Ba2' in May 2007.  The ratings still
hold to date with a stable outlook.


MACO INC: Files Schedules of Assets and Liabilities
---------------------------------------------------
Maco Steel Inc. submitted to the U.S. Bankruptcy Court for the
Western District of Michigan its schedules of assets and
liabilities, disclosing:

   Name of Schedule            Assets         Liabilities
   ----------------            ------         -----------
   A. Real Property
   B. Personal Property      $2,495,765
   C. Property Claimed
      as Exempt
   D. Creditors Holding                       $10,126,047
      Secured Claims
   E. Creditors Holding
      Unsecured Priority
      Claims
   F. Creditors Holding                        $2,014,236
      Unsecured Nonpriority
      Claims
                             ----------       -----------
                             $2,495,765       $12,140,283

Headquartered in Belmont, Michigan, Maco Steel, Inc. --
http://www.macosteel.com/-- is a steel supply and machining   
company specializing in flam and plasmka cutting, CNC machining,
Blanchard grinding and welding/fabricating.  Through its non-
debtor affiliate Maco Resource, LLC, the company employs
approximately 50 employees for its business operations in
Rockford, Michigan.  The company filed for chapter 11 protection
on Oct. 5, 2007 (Bankr. W.D. Mich. Case No. 07-07346).  Thomas P.
Sarb, Esq., John T. Piggins, Esq., and Robert D. Wolford, Esq., at
Miller Johnson, represent the Debtor.


MACO STEEL: Committee Wants to Hire Barnes & Thornburg as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Maco
Steel Inc.'s bankruptcy case asks the U.S. Bankruptcy Court for
the Western District of Michigan to retain Barnes & Thornburg LLP
as its counsel, nunc pro tunc Nov. 8, 2007.

Barnes & Thornburg will:

   a) consult with the Debtor's professionals and representatives
      concerning the administration of this case;

   b) prepare and review pleadings, motions and correspondence;

   c) appear at and participate in proceedings before this Court;

   d) provide legal counsel to the Committee in its investigation
      of the acts, conduct, assets, liabilities, and financial
      condition of the Debtor, the operation of the Debtor's
      business, and any other matters relevant to this case;

   e) analyzing the Debtor's proposed use of cash collateral and
      debtor-in-possession financing, if any;

   f) advise the Committee with respect to its rights, duties and
      powers in this case;

   g) assist the Committee in analyzing the claims of the Debtor's
      creditors and in negotiating with such creditors;

   h) assist the Committee in its analysis of and negotiations
      with the Debtor or any third party concerning matters
      related to, among other things, the terms of a sale, plan of
      reorganization or other conclusion of this case;

   i) assist and advise the Committee as to its communications to
      the general creditor body regarding significant matters in
      this case;

   j) assist the Committee in determining a course of action that
      best serves the interests of the unsecured creditors; and

   k) perform such other legal services as may be required under
      the circumstances of this case and are deemed to be in the
      interests of the Committee in accordance with the
      Committee's powers and duties as set forth in the Bankruptcy
      Code.

David M. Linick, Chairman of the Creditors' Committee, disclosed
that the Firm's professionals bill:

            Professional                Hourly Rate
            ------------                -----------
            Patrick E. Mears, Esq.         $400
            John T. Gregg, Esq.            $265
            Laura Kane (Paralegal)         $155

The Firm has not received a carve-out or retainer in connection
with its retention in this Chapter 11 case.  However, the Firm
reserves the right to seek a carve-out or payment of a retainer by
separate motion.

Mr. Gregg assures the Court that the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Gregg can be reached at:

     John T. Gregg, Esq.
     Barnes & Thornburg LLP
     One North Wacker Drive
     Suite 4400
     Chicago, Illinois 60606-2833
     Telephone (312) 357-1313
     Fax (312) 759-5646
     http://www.btlaw.com/

Headquartered in Belmont, Michigan, Maco Steel, Inc. --
http://www.macosteel.com/-- is a steel supply and machining   
company specializing in flam and plasmka cutting, CNC machining,
Blanchard grinding and welding/fabricating.  Through its non-
debtor affiliate Maco Resource, LLC, the company employs
approximately 50 employees for its business operations in
Rockford, Michigan.  The company filed for chapter 11 protection
on Oct. 5, 2007 (Bankr. W.D. Mich. Case No. 07-07346).  Thomas P.
Sarb, Esq., John T. Piggins, Esq., and Robert D. Wolford, Esq., at
Miller Johnson, represent the Debtor.


MARCAL PAPER: Court Approves Bidding Procedure for Sale of Assets
-----------------------------------------------------------------
The Honorable Morris Stern of the United States Bankruptcy Court
for the District of New Jersey approved Marcal Paper Mills Inc.'s
proposed procedure for the sale of its business to NexBank SSB,
subject to higher and better offers.

At the auction date on Jan. 15, 2007, NexBank SSB will be entitled
to credit bid up to the full amount of the amount outstanding
under the second lien loan agreement, including all interest
accrued until the action date, pursuant to Section 363(k) of the
Bankruptcy Code.

The Debtor tells the Court that NexBank SSB has at least
$64 million under the second lien loan agreement, and reserves
the right to increase that amount, in addition to the current
credit bid amount of $35 million, up to the remaining portion of
the indebtedness.

Deadline for qualified bidders to submit competing proposals due
Jan. 14, 2008, at 12:00 p.m. (prevailing eastern time).

A sale hearing of the acquired assets has been set on Jan. 15,
2008, at 2:00 p.m. (prevailing eastern time).

As reported in the Troubled Company Reporter on Oct. 4, 2007,
the Debtor informed the Court of its intent to proceed with an
amended plan of reorganization and sale process.

As reported in the Troubled Company Reporter on Nov 12, 2007,
NexBanc offered $121.6 million for the assets, which includes a
credit bid of $35 million and a $6 million cash.
    
                    About Marcal Paper Mills
    
Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth    
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MEDICAL SOLUTIONS: Sept. 30 Balance Sheet Upside-Down by $2.1 Mil.
------------------------------------------------------------------
Medical Solutions Management Inc.'s consolidated balance sheet at
Sept. 29, 2007, showed $5.2 million in total assets and
$7.3 million in total liabilities, resulting in a $2.1 million  
total shareholders' deficit.

At Sept. 29, 2007, the company's consolidated balance sheet showed
strained liquidity with $4.9 million in total current assets
available to pay $6.4 million in total current liabilities.

The company reported a net loss of $113.7 million on total revenue
of $1.1 million for the third quarter ended Sept. 29, 2007,
comared with a net loss of $860,689 on total revenue of $278,538
in the same period last year.

Revenue increased in the three months ended Sept. 29, 2007,
primarily due to the increase in the number of clinics under
agreement with the company from approximately 30 in the third
quarter of 2006 to approximately 52 in the third quarter of 2007.

The net loss for the three months ended Sept. 29, 2007, was
primarily attributable to non-cash charges for debt extinguishment
loss in conjunction with debt modification and the change in
estimated fair value of warrants in relation to the Warrant and
Debenture Amendment Agreement entered into on July 10, 2007, of
$103.2 million and $9.3 million respectively.  Operationally, the
loss loss was driven mainly from selling, general and
administrative costs incurred to continue to grow revenue and
support operations.

For the nine months ended Sept. 29, 2007, the company reported
total revenue of $2.6 million, compared to total revenue of
$685,704 for the same nine months ended Sept. 30, 2006.  Net loss
was $146.2 million for the nine months ended Sept. 29, 2007,
compared with a net loss of $2.9 million in the corresponding
period last year.

The net loss for the nine months ended Sept. 29, 2007, was
primarily attributable to a revolving line of credit financing
expense of $21.5 million and a note extension expense of
$8.7 million which were recorded in the quarter ended March 31,
2007.  Additionally $103.2 million and $9.3 million of expense was
for the debt extinguishment loss in conjunction with debt
modification and change in the estimated value of warrants in
relation to the Warrant and Debenture Amendment Agreement entered
into on July 10, 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?25d1

                      Going Concern Doubt

Michael F. Cronin, CPA, in Rochester, New York, expressed
substantial doubt about Medical Solutions Management Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  Mr Cronin reported that the company's losses have
resulted in an accumulated deficit of $4.7 million as of Dec. 31,
2006, and operating activities consumed $2.9 million in cash.

                     About Medical Solutions

Headquartered in Marlborough, Massachusetts, Medical Solutions
Management Inc. (OTC BB: MSMT.OB) -- markets and sells orthopedic
and podiatric durable medical equipments in the United States.  It
enables orthopedic and podiatric practices to dispense an array of
durable medical equipment directly to their patients during office
visits through its turnkey programs.  The company also provides
billing services, inventory management, and insurance
verifications, as well as offers related management services.


MERRILL LYNCH: Fitch Rates $3.1 Million Class B-5 Certs. at B+
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on one Merrill Lynch
Mortgage Investor transaction.  Affirmations total $86.4 million.  
In addition, $3.1 million is placed on Rating Watch Negative.
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

MLMI 2005-HE1

  -- $37.1 million class A affirmed at 'AAA' (BL: 65.41, LCR:
     8.07);
  -- $21.9 million class M-1 affirmed at 'AA' (BL: 41.25, LCR:
     5.09);
  -- $16 million class M-2 affirmed at 'A' (BL: 13.81, LCR:
     1.7);
  -- $2.5 million class M-3 affirmed at 'A-' (BL: 12.46, LCR:
     1.54);
  -- $2.5 million class B-1 affirmed at 'BBB+' (BL: 11.23, LCR:
     1.39);
  -- $2 million class B-2 affirmed at 'BBB' (BL: 10.22, LCR:
     1.26);
  -- $2 million class B-3 affirmed at 'BBB-' (BL: 9.18, LCR:
     1.13);
  -- $2 million class B-4 affirmed at 'BB+' (BL: 8.52, LCR:
     1.05);
  -- $3.1 million class B-5 rated 'B+' (BL: 7.72, LCR: 0.95)
     placed on Rating Watch Negative.

Deal Summary

  -- Originators: Fieldstone (25%), Fremont (27%)
  -- 60+ day Delinquency: 21.26%,
  -- Realized Losses to date (% of Original Balance): 0.68%;
  -- Expected Remaining Losses (% of Current Balance): 8.10%;
  -- Cumulative Expected Losses (% of Original Balance): 2.45%.

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.


MERRILL LYNCH: Fitch Downgrades Rating on Class B3 Loans to B
-------------------------------------------------------------
Fitch has taken these rating actions on Merrill Lynch Mortgage
Investors, series 2004-HE1

  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class B1 affirmed at 'BBB+';
  -- Class B2 rated 'BBB' is placed on Rating Watch Negative;
  -- Class B3 downgraded to 'B' from 'BBB-' and removed from
     Rating Watch Negative.

The underlying collateral for the transaction above consists of
fixed- and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties
extended to subprime borrowers.  The mortgage loans were
originated or acquired by various originators and subsequently
purchased by Merrill Lynch Mortgage Capital, Inc.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $18.4 million of outstanding certificates.  The $4.5
million of outstanding certificates being downgraded classes and
the $1.9 million class placed on Rating Watch Negative reflect
deterioration in the relationship of CE to future loss
expectations.

The overcollateralization is currently at the target amount due to
the recent step-down.  Prior to step-down there were several
months where the OC was below the target amount due to monthly
realized losses exceeding excess spread.  Currently, the OC is
providing 5.78% of CE to the most subordinate bond and 16.48% of
the remaining loans are 60+ delinquent (including loans in
bankruptcy, foreclosure, and REO).

The servicer for the aforementioned transaction in Litton Loan
Servicing, rated 'RPS1/Rating Watch Negative'.


MICHAEL CLIFFORD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael P. Clifford
        12040 Avondale Place, Northeast
        Redmond, WA 98052

Bankruptcy Case No.: 07-15658

Type of Business: The Debtor owns Clifford Quality Landscaping,
                  Inc., whose Chapter 11 bankruptcy case was
                  dismissed on October 2007 (Bankr. W.D. Wash.
                  Case No. 06-14360).

Chapter 11 Petition Date: November 27, 2007

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Darci Dodson-Clifford                       $420,000
16759 Snow Grass
Mountain Road
Monroe, WA 98272

Berkey Supply, Inc.                          $46,390
15500 Woodinville-Redmond
Road #C100
Woodinville, WA 98072

Bank of America                              $34,209
P.O. Box 30750
Los Angeles, CA 90030-0750

Pinnacle Isuzu                               $33,773

Ptopsoils                                    $27,896

Vasile Paul                                  $24,567

U.S. Bank Commercial Loan                    $23,717

Wells Fargo Business Line                    $14,774

Bell & Ingram                                $14,546

American General                             $13,154

Chase                                        $12,642

American Express                             $12,438

Idearc Media Corp.                           $10,932

Key Bank                                     $10,733

Discover Card                                 $7,652

Home Depot                                    $7,445

Charter Bank                                  $5,082

Bark King                                     $4,567

Verizon                                       $4,550

Bullivant Houser                              $4,355


MORGAN CREEK/PERMIAN: Fitch Rates 7.46% Facility Bonds at B/RR4
---------------------------------------------------------------
Fitch has assigned a 'B/RR4' rating to the 7.48% Decordova/Permian
Basin secured facility bonds that mature Jan. 1, 2017.  In
addition, Fitch assigns a 'B/RR4' rating to the 7.46% Morgan
Creek/Permian Basin secured facility bonds that mature Jan. 1,
2015.  The Rating Outlook of the primary lease obligor Texas
Competitive Electric Holding (TCEH; Issuer Default Rating 'B'),
and the co-obligor Energy Future Competitive Holding (EFCH; IDR
'B) are Stable.

Both series of bonds are secured by certain peaking generation
units, the related ground leases and rights under the leases.  The
facilities are located in Texas.  The Decordova/Permian bonds are
secured by four Decordova peaking units with total capacity of 260
megawatts and two Permian Basin units with 130MW of capacity.  The
Decordova and Permian units started commercial operation in 1989.  
The Morgan Creek/Permian Basin bonds are secured by nine peaking
units with 585MW of total capacity.  The six Morgan Creek units
and three Permian Basin units were placed into service in 1988 and
1987, respectively.  The plants are maintained to utility
standards and there have been no significant operating issues.  
There are no plans to retire or mothball the units.

Fitch valued the peaking unit collateral packages in a stress
scenario to establish estimates for recovery value to position the
ratings of the secured facility bonds relative to the IDR of TCEH,
which includes an average recovery assumption of 30%-50%.  Fitch
used its proprietary power pricing model to calculate the net
present value of future cash flows from the units based on a
single dispatch and price scenario and on an alternate scenario
that uses the observed volatility of power prices to estimate the
option value of the facilities, with cash flows discounted at a
10% discount rate. Fitch notes that it is more challenging to
value peaking units than other power generation assets that have
more predictable usage.  Fitch accorded relatively less weight to
future option value.  In Fitch's opinion, the peaking units have
average recovery prospects and are thus rated at the same 'B'
level as the IDR of the lessee and co-obligor.


MORGAN STANLEY: Moody's Lowers Junks Ratings on Three Classes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight tranches
issued in three separate mortgage transactions.  The collateral
backing each tranche consists primarily of first-lien, fixed- and
adjustable-rate scratch and dent mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has been reduced from losses and stepdown.  The timing
of losses coupled with passing of performance triggers has caused
the protection available to the subordinate bonds to be
diminished.

Complete rating actions are:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-SD1
  -- Cl. M-2, Downgraded to Baa1 from A2
  -- Cl. B, Downgraded to Caa1 from Baa2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-SD2
  -- Cl. M-2, Downgraded to Baa1 from A2
  -- Cl. B-1, Downgraded to B2 from Baa2
  -- Cl. B-2, Downgraded to Caa2 from Ba2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-SD3
  -- Cl. M-2, Downgraded to Baa1 from A2
  -- Cl. B-1, Downgraded to B2 from Baa2
  -- Cl. B-2, Downgraded to Caa1 from Baa3


MOTHERS WORK: S&P Hold 'B' Rating and Revises Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on
Philadelphia-based Mothers Work Inc. to negative from stable.

At the same time, S&P affirmed the 'B' corporate credit
rating on the company.
      
"The outlook change is based on performance being below
expectations, merchandising difficulties, and increased
competitive pressures," said Standard & Poor's credit analyst
David Kuntz.  S&P expect performance to remain challenged because
of increased competition and the higher risk of substitute
merchandise.


MOVIE GALLERY: Panel Taps Imperial Capital as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery,
Inc. and its debtor-affiliates' bankruptcy cases seeks authority
from the U.S. Bankruptcy Court for the Southern District of
Florida to retain Imperial Capital LLC as its financial advisor.

Imperial Capital will:

   a. advise, to the extent it relates to the capital
      restructuring plan, the Committee regarding the Debtors'
      business plans, cash flow forecasts and financial
      projections;

   b. advise the Committee with respect to available capital
      restructuring, sale and financing alternatives including
      but not limited to a Debtor-in-Possession facility,
      including recommending specific courses of action and
      assisting with the design, structuring and negotiation of
      alternative restructuring or transaction structures;

   c. advise, to the extent it relates to the capital
      restructuring plan, the Committee regarding financial
      information prepared by the Debtors, and in its
      coordination of communication with interested parties and
      their advisors;

   d. assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plan,
      financing or strategic transactions and strategic
      alternatives for recovery, and the consideration that is to
      be provided to unsecured creditors under them; and

   e. provide testimony in the bankruptcy court in connection
      with the services.

The Committee executed an engagement letter on Oct. 22, 2007,
to employ Imperial.  According to the Engagement Letter, Imperial
will receive:

   a. $125,000 as a flat monthly advisory fee;

   b. a prorated monthly fee for October 2007;

   c. monthly reimbursement for reasonable out-of-pocket expenses
      incurred in connection with the services.  These expenses
      include, but are not limited to, reasonable attorney's fees
      and expenses, travel, out-of-town accommodations, ground
      transportation and meals, overnight delivery, database
      access charges, and telephone, facsimile, postage, printing
      and duplication costs, document materials and similar
      items; and

   d. $2,000,000 as a transaction fee, payable upon closing of a
      restructuring as defined in the Engagement Letter at the
      Committee's discretion.

The Debtors will indemnify and hold Imperial harmless, and
provide contribution against the liabilities arising out of, or
in connection with, the retention of Imperial by the Committee,
except for losses, claims, damages or liabilities incurred that
are determined to have primarily resulted from bad faith, breach
of fiduciary duty or gross negligence.

The parties' Engagement Letter also contains a forum selection
provision governing any disputes that may arise with respect to
Imperial's provision of services to the Committee, except for
indemnification claims.  The forum selection provision requires
any disputes relating to Imperial's provision of services be
resolved by pending AAA arbitration in New York.

Paul Aronzon, a managing director and executive vice president of
Imperial, assures the Court that his firm does not represent any
interest adverse to the Debtors' estates or their creditors, and
is disinterested within the meaning of Sections 327(a), 328 and
1103(b) of the Bankruptcy Code.

                        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. 9; 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 Pay Obligations to Smaller Suppliers
------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
pay certain prepetition obligations owed to smaller movie studios
and game vendors who commit to to continue to supply movies or
games on favorable trade terms.

The Debtors sought and gained the Court's authority to enter into
accommodation agreements with major movie studio suppliers and pay
prepetition obligations in connection with the agreements.  In
addition to the movies purchased from the major studios, the
Debtors also purchase movie titles and games from many other
smaller movie studios and game vendors.  The Debtors believe that
just as the major studios are indispensable to the success of the
Debtors' reorganization, stabilizing their relationships with the
smaller suppliers is also a critical component of their overall
restructuring.

Many of the smaller suppliers deliver products to the Debtors
through revenue sharing agreements, written or unwritten, that
are profitable for the Debtors.  Similar to the Revenue Sharing
Agreements with the major studios, under Revenue Sharing
Agreements with the smaller suppliers, the Debtors are obligated
to pay the applicable supplier a fixed percentage of the proceeds
of any rentals or sales of the movies or games for a specific
period of time.

Under the Revenue Sharing Agreements, the Debtors accrue payment
obligations over time.  Accounting for Revenue Sharing Agreements
is complicated and may require auditing of title-by-title rental
data.  The Revenue Share Obligations are typically calculated on
a monthly basis, and given the accounting process, are paid in
arrears.

In addition to the formal and informal Revenue Sharing Agreements
whereby the purchase price effectively varies according to rental
performance, the Debtors also purchase movies and games from
smaller suppliers pursuant to more traditional fixed-cost
purchase arrangements.  This arrangement have also traditionally
been profitable for the Debtors.
                                                                             
             
Unlike many of the major studios, the small suppliers generally
did not eliminate the Debtors' trade credit prior to the Petition
Date, and the Debtors believe it is important for their
reorganization that they be able to continue receiving Movies and
Games from all smaller suppliers on favorable terms on a going
forward basis.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, New
York, says the Debtors expect that the approximate aggregate
amount of prepetition obligations currently owed to the dozens of
smaller suppliers is approximately $4,000,000.  However, the
Debtors are not able to estimate precisely the amount of future
Revenue Share Obligations that may be attributable to titles
delivered prior to the Petition Date because it depends on future
rental performance.

Mr. Cieri explains maintaining positive relationships with all
small suppliers is important to the Debtors' ongoing viability
and their reorganization efforts.  The Debtors believe that the
value of maintaining the small supplier relationships far
outweighs the cost of continuing to pay the relatively de minimus
amount of prepetition obligations at issue.  Due to the
profitable nature of these small supplier relationships, the
Debtors submit that all creditors, not just the small suppliers,
will be benefited from the small suppliers' commitment to
continue to supply the Debtors with Movies and Games on
a going-forward basis on favorable terms.

                        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. 9; 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.


MRS FIELDS: S&P Withdraws Ratings at Company's Request
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
Salt Lake City, Utah-based Mrs. Fields Famous Brands LLC,
including the 'CCC+' corporate credit rating, at the company's
request.


MTI TECHNOLOGY: U.S. Trustee Appoints Nine-Member Creditors Panel
------------------------------------------------------------------
The U.S. Trustee for Region 16 appointed nine creditors to serve
on an Official Committee of Unsecured Creditors of MTI Technology
Corp.'s Chapter 11 case.

The Creditors Committee members are:

   a) EMC Corp.
      Steven D. Saas, Esq.
      c/o RMS
      307 International Circle, Suite 270
      Hunt Valley, MD 21030
      Tel: (410) 773-4040
      Fax: (410) 773-4057

   b) Pencom Systems
      Michael Green, Esq.
      40 Fulton Street, 18th Floor
      New Yor, NY 10038
      Tel: (212) 513-7777
      Fax: (212) 513-1975

   c) Wade Saadi
      Michael Green, Esq.
      40 Fulton Street, 18th Floor
      New Yor, NY 10038
      Tel: (212) 513-7777
      Fax: (212) 513-1975
  
   d) CCS Computer Configuration Services
      Al Grasso
      2531 White Road
      Irvine, CA 92614
      Tel: (949) 476-0874
      Fax: (949) 261-9164

   e) Compnology Inc.
      John S. Cronin
      6300 Station Mill Drive
      Norcross, GA 30092
      Tel: (678) 480-6266
      Fax: (678) 935-0619

   f) Lifeboat Distribution Inc.
      Kevin Scull
      1157 Shrewsbury Avenue
      Shrewsbury, NJ 07702
      Tel: (732) 389-8950
      Fax: (732) 389-1207

   g) Mid Atlantic Corporate Services Inc.
      Michael Buxton
      812 Oregan Ave., Suite H
      Limphicum, MD 21090
      Tel: (410) 636-7966
      Fax: (410) 636-7466

   h) FedEx Custom Critical
      c/o RMS
      307 International Circle, Suite 270
      Hunt Valley, MD 21030
      Tel: (410) 773-4085
      Fax: (410) 773-4057

   i) Neoscale Systems Inc.
      c/o Andrew Moley or Janet Cahill
      1655 McCarth Blvd.
      Milpitas, CA 95035
      Tel: (408) 473-1334
      Fax: (408) 473-1307

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 MTI Technology

Headquartered in Tustin, California, M.T.I. Technology Corp. --
http://www.mti.com/-- provides professional services and data    
storage for mid- to large-sized organizations.  In addition, the
company owns all of the issued and outstanding share capital of
three European subsidiaries: MTI Technology GmbH in Germany, MTI
Technology Limited in Scotland and MTI France S.A.S. in France.

The company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.  
Omni Management Group LLC serve as the Debtor's claim, noticing
and balloting agent.  As of July 7, 2007, the Debtor had total
assets of $64,002,000 and total debts of $58,840,000.


MTI TECHNOLOGY: Committee Taps Winthrop as Insolvency Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed for MTI
Technology Corporation's bankruptcy case asks the United States
Bankruptcy Court for the Central District of California for
permission to employ Winthrop Couchot Professional Corporation
as its general insolvency counsel.

As the Committee's general insolvency counsel, Winthrop Couchot
will:

   a) provide the Committee legal advice with respect to its
      duties, responsibilities and powers in the Debtor's
      bankruptcy case;

   b) assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtor
      and its insiders and affiliates;

   c) provide the Committee legal advice and representation with
      respect to the negotiation, confirmation and implementation          
      of a Chapter 11 plan;

   d) provide the Committee legal advice with respect to the
      administration of the Debtor's case, the distribution of the
      Debtor's assets, the prosecution of claims against third
      parties, and any other matters relevant to the Debtor's
      case;

   e) provide the Committee legal advice and representation, if
      appropriate, with respect to the appointment of a trustee or
      examiner; and

   f) provide the Committee legal advice and representation in any
      legal proceeding, whether adversary or otherwise, involving
      the interest represented by the Committee, and the
      performance of other legal services as may be required by
      the Committee in furtherance of the interests of general
      unsecured creditors in the Debtor's case.

The firm's professionals and their compensation rates are:

      Attorney                      Hourly Rate
      --------                      -----------
      Marc J. Winthrop, Esq.           $565
      Robert E. Opera, Esq.            $550
      Sean A. Okeefe, Esq.             $550
      Paul J. Couchot, Esq.            $525
      Richard H. Golubow, Esq.         $395
      Peter W. Lianides, Esq.          $395
      Garrick A. Hollander, Esq.       $375

      Legal Assistants             Hourly Rate
      ----------------             -----------
      P.J. Marksbury                   $190
      Legal Assistant Associates     $80-$150

Robert E. Opera, Esq., a shareholder 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. Opera can be reached at:

     Robert E. Opera, Esq.
     Winthrop Couchot Professional Corporation
     660 Newport Center Drive, 4th Floor
     Newprot Beach, CA 92660
     Tel: (949) 720-4100
     Fax: (949) 720-4111

                      About MTI Technology

Headquartered in Tustin, California, M.T.I. Technology Corp. --
http://www.mti.com/-- provides professional services and data    
storage for mid- to large-sized organizations.  In addition, the
company owns all of the issued and outstanding share capital of
three European subsidiaries: MTI Technology GmbH in Germany, MTI
Technology Limited in Scotland and MTI France S.A.S. in France.

The company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.  
Omni Management Group LLC serve as the Debtor's claim, noticing
and balloting agent.  As of July 7, 2007, the Debtor had total
assets of $64,002,000 and total debts of $58,840,000.


NEPTUNE INDUSTRIES: Sept. 30 Balance Sheet Upside-Down by $2 Mil.
-----------------------------------------------------------------
Neptune Industries Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $2,163,616 in total assets and $4,210,461 in total
liabilities, resulting in a $2,046,844 total shareholders'
deficit.

The company reported a net loss of $403,813 on sales of $111,193
for the first quarter ended Sept. 30, 2007, compared with a net
loss of $483,198 on sales of $255,877 in the same period ended
Sept. 30, 2006.

The decrease in sales is attributed to lack of harvestable
inventory during the three months ended Sept. 30, 2007.  Operating
expenses decreased to $216,931 from $349,275 for the quarter ended
Sept. 30, 2007.  The fluctuation in operating expenses is
primarily related to stock compensation in the prior year quarter.

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?25cd

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm pointed to the company's recurring losses
from operations and recurring deficiencies in working capital.

                     About Neptune Industries

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTC BB: NPDI.OB) -- http://www.neptuneindustries.net/-- is a  
public Florida corporation that engages in commercial fish farming
and related production and distribution activities in the seafood
and aquaculture industries.


NETBANK INC: Intends to Liquidate Assets Under Chapter 11
---------------------------------------------------------
NetBank Inc. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that it intends to file a Plan
of Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court for the Middle District of Florida which will
describe the liquidation of assets.

The Debtor believes that its equity securities have and will have
no value and that any Chapter 11 plan approved by the Court will
not provide stockholders with any distributions.  Accordingly, the
Debtor does not anticipate providing for any value or distribution
to stockholders.

Headquartered in Jacksonville, Florida, NetBank Inc. --  
http://www.netbank.com/-- is a financial holding company of     
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  In its schedules filed with the Court, the
Debtor disclosed total assets of $5,746,867 and total debts of
$35,213,265.

Attorneys at Kilpatrick Stockton LLP and Rogers Towers P.A.,
represent the Official Committee of Unsecured Creditors.


ORION 2006-2: Poor Credit Quality Cues Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded ten classes of notes issued
by Orion 2006-2, Ltd., with five of these classes left on review
for further possible downgrade.  The notes affected by the rating
action are:

Class Description: $900,000,000 Class A-1A Senior Secured Floating
Rate Variable Funding Notes Due 2051

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

Class Description: $40,000,000 Class A-1B Senior Secured Floating
Rate Notes Due 2051

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

Class Description: $195,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Aaa
  -- Current Rating: B3, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

Class Description: $87,500,000 Class B-1 Secured Floating Rate
Notes Due 2051

  -- Prior Rating: Aa2
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $40,000,000 Class B-2 Secured Floating Rate
Notes Due 2051

  -- Prior Rating: Aa3
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $58,000,000 Class C-1 Secured Deferrable
Floating Rate Notes Due 2051

  -- Prior Rating: A2
  -- Current Rating: Ca

Class Description: $51,000,000 Class D-1 Mezzanine Secured
Deferrable Floating Rate Notes Due 2051

  -- Prior Rating: Baa2
  -- Current Rating: Ca

Class Description: $13,000,000 Class D-2 Mezzanine Secured
Deferrable Floating Rate Notes Due 2051

  -- Prior Rating: Baa3
  -- Current Rating: Ca

Class Description: $10,500,000 Class E Subordinated Secured
Deferrable Floating Rate Notes Due 2051

  -- Prior Rating: Ba1
  -- Current Rating: Ca

Class Description: $25,000,000 Class X Subordinated Notes Due 2051

  -- Prior Rating: Baa3
  -- Current Rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Nov. 6, 2007 of an event of default caused by a failure of the
level of overcollateralization, as set forth in Secton 5.1(h) of
the Indenture, dated Nov. 1, 2006 to meet the required level.

Orion 2006-2, Ltd. is a hybrid collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CDO securities
and synthetic securities in the form of credit default swaps.  
Reference obligations for the credit default swaps are RMBS and
CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the required level of
overcollateralization was not achieved.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by the
controlling class.  Because of this uncertainty, the ratings of
Class A-1A, Class A-1 B, Class A-2, Class B-1, Class B-2, Class C-
1, Class D-2, Class E and Class X Notes remain on review for
possible downgrade pending the receipt of definitive information.


ORLANDO CITYPLACE: Wants Additional Time to Sell Lexington Hotel
----------------------------------------------------------------
Orlando CityPlace LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to delay the
sale of its property, The Lexington Hotel, Jerry W. Jackson writes
for the Orlando Sentinel.

As reported in the Troubled Company Reporter on Sept. 27, 2007,
the Debtors intended to sell their property at an auction set
today, Nov. 29, 2007, after the Court approved their proposed
asset sale procedure.

According to R. Scott Shuker, Esq., Debtors' counsel, additional
time is required for the highest bidders to complete their due
diligence report and for other interested parties to make bids,
Sentinel relates.

The Debtors, previously wanting to sell the hotel for $30 million,
are now settling for "firm" bids after no purchaser made a bid of
that much amount, Sentinel says.

                      About Orlando CityPlace

Based in Orlando, Florida, Orlando CityPlace LLC and its
affiliates -- http://www.lexingtonorlando.com/-- develop real     
estate property.  The Debtors own the Lexington Hotel and District
Five Restaurant on Orlando.

The company and its affiliates filed for Chapter 11 protection on
July 23, 2007 (Bankr. M.D. Fla. Lead Case No. 07-03159).  Jimmy D.
Parrish, Esq., Mariane L. Dorris, Esq., and R. Scott Shuker, Esq.,
at Latham, Shuker, Eden & Beaudine, LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, Orlando CityPlace, LLC listed
total assets of $55,000,000, and total debts of $44,000,000, while
O.C.P. Corner, LLC listed total assets of $2,000,000 and total
debts of $1,700,000.  Orlando CityPlace II, LLC listed total
assets and debts of $1 million to $100 million.


PACER HEALTH: Sept. 30 Balance Sheet Upside-Down by $6.8 Million
----------------------------------------------------------------
Pacer Health Corp.'s consolidated balance sheet at Sept. 30, 2007,
showed $17.1 million in total assets, $15.3 million in total
liabilities, and $8.6 million, resulting in a $6.8 million total
stockholders' deficit.

The company reported a net loss of $1.9 million on total revenues
of $8.7 million for the third quarter ended Sept. 30, 2007,
compared to net income of $2.8 million on total revenues of
$3.2 million in the same period of 2006.

The increase in revenue was primarily due to the acquisition of
Knox County Hospital.  The decrease in net income is primarily the
result of the disposal of Southpark, which generated net income
from discontinued operations of $3.9 million in the three months
ended Sept. 30, 2006, that included a gain on disposal of
$4.4 million.  During the three months ended Sept. 30, 2006,
Southpark had a net loss of $544,514, which was included in
discontinued operations.  

For the nine months ended Sept. 30, 2007, the company had revenues
of $30.4 million, an increase from the revenues of $11.0 million
reported in the same period last year.  Net loss for the nine
months ended Sept. 30, 2007, decreased to $2.1 million, versus a
net loss of $2.5 million reported in the corresponding period in
2006.

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?25ce

                            Liquidity

The company had cash of $97,280 at Sept. 30, 2007.  Net cash used
in operating activities during the nine month period ended
Sept. 30, 2007 was $3.1 million, compared to $4.0 million for the
same period a year earlier.  

Net cash used in investing activities was $167,555 for the nine
months ended Sept. 30, 2007, compared to net cash provided of
$2.3 million for the same period in 2006.  

Net cash provided by financing activities was $3.3 million for the
nine months ended Sept. 30, 2007, compared to $1.4 million in the
same period for 2006.  Net cash provided in financing activities
during the nine months ended Sept. 30, 2007, consisted of proceeds
from the sale of the minority interest of $1.2 million, net
proceeds from a new convertible debentures of $3.6 million, a
redemption of convertible debentures of $1.2 million, repayments
of $453,314 for notes payable, distributions to minority interest
holders of $37,000 and a cash overdraft of $143,598.

                About Pacer Health Corporation

Headquartered in Miami, Florida, Pacer Health Corporation (OTC BB:
PHLH) -- http://www.pacerhealth.com/-- is an owner-operator of    
acute care hospitals, medical treatment centers and psychiatric
care facilities serving non-urban areas throughout the Southeast.


PACIFICNET INC: Posts $220,000 Net Loss in Qtr. Ended Sept. 30
--------------------------------------------------------------
PacificNet Inc. reported unaudited results for the third quarter
ended Sept. 30, 2007.

Net loss third quarter of $220,000, a quarter-over-quarter
increase of 80% as compared to a loss of $1,115,000 for
the same quarter of 2006.  Quarterly net loss is due to the loss
on the disposal of certain discontinued telecom operations held
for disposition $356,000.

Those disposals are non-cash, non-recurring and one-time charges,
attributed to Guangzhou 3G and Linkhead, which were both part of
the company's telecom group.

Cash and cash equivalents increased to $4,889,000 on Sept. 30,
2007, compared to $1,900,000 as of Dec. 31, 2006, as a result of
improved operating profits and net proceeds from the issuance of a
$5 million convertible debenture for the company's gaming
technology business.

Net loss for the first nine months of this year was $639,000, as
compared to net income of $604,000 for the same period of prior
year.  Net Loss is due to the loss on disposal of discontinued
operations of $925,000, which is a one-time, non-cash charge
caused by the disposal of our telecom assets related to Guangzhou
3G and Linkhead.  The loss is also the result of higher accounting
expenses due to the re-audit process.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $42.96 million, total liabilities of $27.99 million and total
shareholders' equity of $14.97 million.

                     About PacificNet Inc.

Headquartered in Beijing, China, PacificNet Inc. (NasdaqGM: PACT)
-- http://www.PacificNet.com/-- is a provider of gaming   
technology, e-commerce, and Customer Relationship Management in
China.  PacificNet's gaming products are designed for Chinese and
Asian gamers with focus on integrating localized Chinese and Asian
themes and content, advanced graphics, digital sound effects and
popular domestic music, with secondary bonus games and jackpots.  
PacificNet's gaming clients include the leading hotels, casinos,
and gaming operators in Macau, Asia, and Europe, while ecommerce
and CRM clients include the leading telecom companies, banks,
insurance, travel, marketing and business services companies and
telecom consumers in Greater China such as China Telecom, China
Mobile, Unicom, PCCW, Hutchison Telecom, Bell24, Motorola, Nokia,
SONY, TCL, Huawei, American Express, Citibank, HSBC, Bank of
China, Bank of East Asia, DBS, TNT, China and Hong Kong
government.  PacificNet employs about 1,200 staff in its various
subsidiaries throughout China with offices in Hong Kong, Beijing,
Shanghai, Shenzhen, Guangzhou, Macau and Zhuhai China, USA, and
the Philippines.

                      Going Concern Doubt

Kabani & Company Inc. in Los Angeles, expressed substantial doubt
about PacificNet Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the year ended Dec. 31, 2006.  The auditing firm reported that
during the year ended Dec. 31, 2006, the company incurred net
losses of $20.1 million.  In addition, thecCompany had a negative
cash flow in operating activities amounting to $8.9 million in the
year ended Dec. 31, 2006, and the company's accumulated deficit
was $47.7 million as of Dec. 31, 2006.  The auditing firm also
reported that the company is in default on its convertible
debenture obligation.

In July 2007, the company failed to timely make scheduled
principal payments under an Amended and Restated Variable Rate
Convertible Debenture due March 2009 in the aggregate amount of
$8 million.  Pursuant to the terms of the Amended Debenture, the
company was obligated to make monthly redemption payments
commencing on Jan. 1, 2007, until the Amended Debenture was
redeemed in full.  On Aug. 1, 2007, the company made the July
monthly redemption and interest payments to all of the debenture
holders.


PARK PLACE: Fitch Puts 'BB' Ratings on Three Cert. Classes
----------------------------------------------------------
Fitch Ratings has taken rating actions on Park Place Securities,
Inc. mortgage pass-through certificates. Affirmations total $1.7
billion and downgrades total $294.0 million.  In addition, $14.7
million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

2005-WCH1:

  -- $159.2 million class A affirmed at 'AAA' (BL:85.25,
     LCR:5.56);
  -- $21.8 million class M-1 affirmed at 'AA+' (BL:74.95,
     LCR:4.89);
  -- $88.3 million class M-2 affirmed at 'AA+' (BL:58.00,
     LCR:3.78);
  -- $32.3 million class M-3 affirmed at 'AA' (BL:52.08,
     LCR:3.40);
  -- $42.7 million class M-4 affirmed at 'AA-' (BL:43.96,
     LCR:2.87);
  -- $31.3 million class M-5 affirmed at 'A+' (BL:35.75,
     LCR:2.33);
  -- $23.7 million class M-6 affirmed at 'A' (BL:23.78,
     LCR:1.55);
  -- $25.6 million class M-7 downgraded to 'BBB+' from 'A-'
     (BL:20.79, LCR:1.36);
  -- $18.0 million class M-8 downgraded to 'BBB' from 'BBB+'
     (BL:19.01, LCR:1.24);
  -- $19.9 million class M-9 downgraded to 'BBB-' from 'BBB'
     (BL:17.06, LCR:1.11);
  -- $30.4 million class M-10 downgraded to 'BB' from 'BB+'
     (BL:14.67, LCR:0.96).

Deal Summary

  -- Originators: Argent Mortgage Company and Olympus Mortgage
     Company;
  -- 60+ day Delinquency: 23.81%;
  -- Realized Losses to date (% of Original Balance): 2.53%;
  -- Expected Remaining Losses (% of Current Balance): 15.33%;
  -- Cumulative Expected Losses (% of Original Balance): 6.87%.

2005-WHQ1:

  -- $216.6 million class A affirmed at 'AAA' (BL:76.03,
     LCR:4.71);
  -- $30.0 million class M-1 affirmed at 'AA+' (BL:70.55,
     LCR:4.37);
  -- $94.0 million class M-2 affirmed at 'AA' (BL:54.99,
     LCR:3.41);
  -- $32.0 million class M-3 affirmed at 'AA' (BL:50.10,
     LCR:3.11);
  -- $42.0 million class M-4 affirmed at 'A+' (BL:43.42,
     LCR:2.69);
  -- $34.0 million class M-5 affirmed at 'A' (BL:37.93,
     LCR:2.35);
  -- $22.0 million class M-6 affirmed at 'A' (BL:34.32,
     LCR:2.13);
  -- $31.0 million class M-7 affirmed at 'BBB+' (BL:27.03,
     LCR:1.68);
  -- $16.0 million class M-8 affirmed at 'BBB+' (BL:21.33,
     LCR:1.32);
  -- $25.0 million class M-9 downgraded to 'BBB-' from 'BBB'
     (BL:18.40, LCR:1.14);
  -- $27.0 million class M-10 downgraded to 'BB' from 'BB+'
     (BL:15.75, LCR:0.98);
  -- $23.0 million class M-11 downgraded to 'B' from 'BB'
     (BL:14.07, LCR:0.87).

Deal Summary

  -- Originators: Argent Mortgage Company and Olympus Mortgage
     Company;
  -- 60+ day Delinquency: 25.37%;
  -- Realized Losses to date (% of Original Balance): 2.28%;
  -- Expected Remaining Losses (% of Current Balance): 16.13%;
  -- Cumulative Expected Losses (% of Original Balance): 7.38%.

2005-WHQ3:

  -- $312.2 million class A affirmed at 'AAA' (BL:66.38,
     LCR:4.88);
  -- $59.0 million class M-1 affirmed at 'AA+' (BL:57.23,
     LCR:4.21);
  -- $69.0 million class M-2 affirmed at 'AA+' (BL:46.93,
     LCR:3.45);
  -- $37.0 million class M-3 affirmed at 'AA+' (BL:42.02,
     LCR:3.09);
  -- $33.0 million class M-4 affirmed at 'AA' (BL:37.40,
     LCR:2.75);
  -- $32.0 million class M-5 affirmed at 'AA-' (BL:32.88,
     LCR:2.42);
  -- $29.0 million class M-6 affirmed at 'A+' (BL:24.87,
     LCR:1.83);
  -- $28.0 million class M-7 downgraded to 'A-' from 'A'
     (BL:20.27, LCR:1.49);
  -- $21.0 million class M-8 downgraded to 'BBB+' from 'A-'
     (BL:17.93, LCR:1.32);
  -- $18.0 million class M-9 downgraded to 'BBB' from 'BBB+'
     (BL:16.22, LCR:1.19);
  -- $16.0 million class M-10 downgraded to 'BBB-' from 'BBB'
     (BL:14.78, LCR:1.09);
  -- $26.0 million class M-11 downgraded to 'BB' from 'BBB-'
     (BL:12.08, LCR:0.89);
  -- $16.0 million class M-12 downgraded to 'B' from 'BB+'
     (BL:11.22, LCR:0.83);

Deal Summary

  -- Originators: Argent Mortgage Company and Olympus Mortgage
     Company;
  -- 60+ day Delinquency: 23.84%;
  -- Realized Losses to date (% of Original Balance): 1.62%;
  -- Expected Remaining Losses (% of Current Balance): 13.59%;
  -- Cumulative Expected Losses (% of Original Balance): 6.51%.

2005-WLL1:

  -- $74.5 million class A affirmed at 'AAA' (BL:77.39,
     LCR:6.06);
  -- $29.0 million class M-1 affirmed at 'AA+' (BL:65.46,
     LCR:5.12);
  -- $26.5 million class M-2 affirmed at 'AA' (BL:54.19,
     LCR:4.24);
  -- $16.4 million class M-3 affirmed at 'AA-' (BL:47.51,
     LCR:3.72);
  -- $14.3 million class M-4 affirmed at 'A+' (BL:41.56,
     LCR:3.25);
  -- $13.4 million class M-5 affirmed at 'A' (BL:35.96,
     LCR:2.81);
  -- $13.0 million class M-6 affirmed at 'A-' (BL:28.19,
     LCR:2.21);
  -- $10.9 million class M-7 affirmed at 'BBB+' (BL:18.83,
     LCR:1.47);
  -- $10.5 million class M-8 affirmed at 'BBB' (BL:16.53,
     LCR:1.29);
  -- $5.8 million class M-9 affirmed at 'BBB-' (BL:15.24,
     LCR:1.19);
  -- $6.3 million class M-10 rated 'BB+', placed on Rating
     Watch Negative (BL:13.74, LCR:1.08);
  -- $8.4 million class M-11 rated 'BB', placed on Rating Watch
     Negative (BL:12.39, LCR:0.97).

Deal Summary

  -- Originators: Argent Mortgage Company and Olympus Mortgage
     Company;
  -- 60+ day Delinquency: 21.83%;
  -- Realized Losses to date (% of Original Balance): 1.83%;
  -- Expected Remaining Losses (% of Current Balance): 12.78%;
  -- Cumulative Expected Losses (% of Original Balance): 5.54%.

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 2006
and late 2005 with regard to continued poor loan performance and
home price weakness.


PARK PLACE: Fitch Cuts Rating on Three Class Certificates
--------------------------------------------------------
Fitch has taken rating actions on these three Park Place subprime
issues:

2004-MHQ1
  -- 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 rated 'BBB,' placed on Rating Watch Negative;
  -- Class M-9 rated 'BBB-,' remains on Rating Watch Negative;
  -- Class M-10 downgraded to 'B' from 'BB+'; removed from
     Rating Watch Negative.


2004-WHQ1
  -- 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 M-9 downgraded to 'BB+' from 'BBB-';
  -- Class M-10 downgraded to 'BB' from 'BB+'; removed from
     Rating Watch Negative.


2004-WHQ2
  -- 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 rated 'BBB,' placed on Rating Watch Negative;
  -- Class M-9 rated 'BBB,' placed on Rating Watch Negative;
  -- Class M-10 rated 'BB+,' remains on Rating Watch Negative;

The affirmations, affecting approximately $1.7 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

In series 2004-MHQ1, classes M-8 and M-9 are placed on Rating
Watch Negative and M-10 is downgraded due to monthly losses
exceeding excess spread, which has caused deterioration in the
overcollateralization amount.  As of the October 2007
distribution, the OC amount of $54.4 million is below the target
amount of $85.4 million.  Monthly losses have exceeded excess
spread by an average of $2.17 million over the last twelve months.  
As of the cut-off date, the pool factor (percentage of loans
remaining) for series 2004-MHQ1 is 24% and 21.3% of the remaining
balance is more than sixty days delinquent.  The deal is currently
seasoned 36 months.

In series 2004-WHQ1 classes M-9 and M-10 are downgraded due to
monthly losses exceeding excess spread, which has caused
deterioration in the OC amount.  Due to the deal stepping down
this month, excess spread is currently above its target of $26.8
million.  However, in the six months prior to the step-down, OC
was an average of $9 million (13%) below target.  As of the cut-
off date, the pool factor for series 2004-WHQ1 is 21% and 24.3% of
the remaining balance is more than sixty days delinquent.  The
deal is currently seasoned 37 months.

In series 2004-WHQ2 classes M-8, M-9, and M-10 are placed on
Rating Watch Negative due to monthly losses exceeding excess
spread which has caused deterioration in the OC amount.  However,
once the deal steps-down, Fitch expects the deal to be able to
meet its target.  Fitch expects the deal to step down in two
months.  As of the cut-off date, the pool factor for series 2004-
WHQ2 is 26% and 23.1% of the remaining balance is more than sixty
days delinquent.  The deal is currently seasoned 35 months.

The collateral in the aforementioned transaction consists of
fixed- and adjustable-rate, closed-end, first lien subprime
mortgage loans.  The majority of the loans were originated or
acquired by Ameriquest Mortgage Company, Argent Mortgage Company,
LLC, and Olympus Mortgage Company.  All of the mortgage loans are
serviced by HomEQ Servicing Corp, which is rated 'RPS1' by Fitch.


PHARMED GROUP: Hires Berger Singerman as Bankruptcy Counsel
--------------------------------------------------------
Pharmed Group Holdings Inc. and its debtor-affiliates obtained
permission from the United States Bankruptcy Court for the
Southern District of Florida to employ Berger Singerman P.A., as
their counsel, nunc pro tunc to Oct. 26, 2007.

Berger Singerman is expected to:

   a. give advice to the Debtors with respect to their power and
      duties as debtor-in-possession and the continued management
      of their business operations;

   b. advice the Debtors with respect to their responsibilities in
      complying with the U.S. Trustee's operating guidelines and
      reporting requirements and with the rules of the Court;

   c. prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of these cases;

   d. protect the interest of the Debtors in all matters pending
      before the Court; and

   e. represent the Debtors in negotiations with their creditors
      and in the preparation of a plan.

As reported in the Troubled Company Reporter on Nov. 2, 2007, the
Debtors told the Court that on Oct. 11, 2007, the firm received
$20,000 for payments of the outstanding balance prepetition fees
and expenses.

Paul Steven Singerman, Esq., a shareholder of firm, will charge
$475 per hour for this engagement, while Brian Rich, Esq., also a
shareholder of the firm, bills $370 per hour.  The firm's other
professionals compensation rates are:

               Designations            Hourly Rate
               ------------            -----------
               Attorneys               $250 - $475
               Associates              $250 - $370
               Legal Assistants         $75 - $160
               Paralegals               $75 - $160

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

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and   
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fla. Case Nos. 07-19187
through 07-19191).  When the Debtors filed for bankruptcy,
they listed assets between $1 million and $100 million and debts
of more than $100 million.


PHARMED GROUP: Hires Trumbull Group as Claims and Noticing Agent
----------------------------------------------------------------
Pharmed Group Holdings Inc. and its debtor-affiliates sought and
obtained authority from the United States Bankruptcy Court for the
Southern District of Florida to employ Trumbull Group LLC dba
Wells Fargo Trumbull as its claims, noticing and balloting agent.

Trumbull Group is expected to:

   a) prepare and serve required notices in these Chapter 11
      cases, including:

         i. notice of commencement of these Chapter 11 cases and
            the initial meeting of creditors under section 341(a)
            of the Bankruptcy Code;

        ii. notice of any auction sale hearing;

       iii. notice of the claims bar date;

        iv. notice of objection to claims;

         v. notice of any hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        vi. other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or appropriate
            for an orderly administration of these Chapter 11
            cases;

   b) after the mailing of a particular notice, file with the
      Clerk's office a certificate or affidavit of service that
      includes a copy of the notice involved, a list of persons to
      whom the notice was mailed and the date and manner of
      mailing;

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

   d) maintain official claims registers, including, among other
      things, these information for each proof of claim or proof
      of interest:

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

        ii. the date the proof of claim or proof of interest was
            received by Trumbull or the Court;

       iii. the claim number assigned; and

        iv. the asserted amount and classification of the claim;

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

   f) transmit to the Clerk's office a copy of the claims
      registers on a monthly basis, unless requested by the   
      Clerk's office on a more or less frequent basis; or, in the
      alternative, make available the claims register on-line;

   g) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim, or proof of interest, or notice
      of appearance, which list shall be available upon request of
      a party in interest or the Clerk's office;

   h) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   i) record all transfers of claims pursuant to Bankruptcy Rule  
      3001(e) and provide notice of such transfers as required by
      Bankruptcy Rule 3001(e);

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

   j) provide temporary employees to process claims, if necessary;

   l) provide balloting services in connection with the
      solicitation process for any Chapter 11 plan for which a
      disclosure statement has been approved by the Court;

   m) provide such other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtors; and

   n) promptly comply with such further conditions and
      requirements as the Court may at any time prescribe.

In addition, the Debtors sought and obtained permission from the
Court to employ Trumbull to assist, among other things:

   a) the reconciliation and resolution of claims; and

   b) the preparation, mailing and tabulation of ballots for
      the purpose of voting to accept or reject any plans of
      reorganization proposed by the Debtors in these cases.

Document filed with the Court did not disclose the Firm's
compensation rates.

Jessica L. Wasserstrom, a vice president and senior consultant of
the firm, assured the Court that the firm does not hold any
interest adverse the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and   
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fla. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., at Berger
Singerman PA represents the Debtors in their restructuring
efforts.  When the Debtors filed for bankruptcy, they listed
assets between $1 million and $100 million and debts of more than
$100 million.


POINTE LLC: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Pointe, L.L.C.
        136 North Battlefield Boulevard
        Chesapeake, VA 23320

Bankruptcy Case No.: 07-72790

Chapter 11 Petition Date: November 27, 2007

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P. C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 222-2224
                  Fax: (757) 333-3390

Estimated Assets: $2,454,500

Estimated Debts:  $2,083,879

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Marker One, L.L.C.             Advanced Payment          $400,000
136 North Battlefield          of Real Estate
Boulevard                      Taxes and Lease
Chesapeake, VA 23320

City of Chesapeake             Real Estate Taxes          $5,000
Barbara O. Carraway,
Treasurer
P.O. Box 1606
Chesapeake, VA 23327-1606

Goodman & Co.                  Accounting                Unknown
272 Bendix Road                Services and Tax
Virginia Beach, VA 23452       Return Preparation

I.R.S.                                                   Unknown

Virginia Department of                                   Unknown
Taxation


PRIMITIVO IGLESIAS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtors: Primitivo Iglesias
         Barbara Ann Iglesias
         7 Beaver Drive
         Locust Valley, NY 11560

Bankruptcy Case No.: 07-74849

Chapter 11 Petition Date: November 27, 2007

Court: Eastern District of New York (Central Islip)

Debtors' Counsel: Michael G. McAuliffe, Esq.
                  Law Office of Michael G. McAuliffe
                  48 South Service Road
                  Melville, NY 11747
                  Tel: (631) 465-0044

Total Assets: $2,399,643

Total Debts:  $2,095,861

Debtors' list of its 18 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Bank of America                             $119,737
P.O. Box 15026
Wilmington, DE 19850-5726

Internal Revenue Service                    $107,721
Holtsville, NY 11742

Chase Bank, USA N.A.                         $60,796
c/o Mann Bracken, LLC
2727 Paces Ferry Road
1 West Paces 14th Floor
Atlanta, GA 30339

HSBC Card Services                           $54,590

Bank of America                              $39,107

Barclays Bank Delaware                       $20,013

Bank of America                              $16,779

Discover Bank                                $16,721

American Express                             $16,707

New York State Department of Tax & Finance   $14,710

Expo Credit Services                         $14,430

Sony Financial Services                      $12,788

Domain Inc.                                  $11,155

Fortunoff                                     $5,757

Design Within Reach                           $3,621

Petro                                         $2,391

PC Richard & Son/GE Money Bank                $2,386

Saab Financial Services                       $2,168


QUEBECOR WORLD: Dividend Payment Suspension Cues S&P to Cut Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its preferred stock
rating on Montreal-based printing company Quebecor World Inc. two
notches to 'C' from 'CCC-'.  The company's other ratings,
including the 'B-' long-term corporate credit rating, remain
unchanged.  All ratings are on CreditWatch with negative
implications, where they were initially placed Aug. 9, 2007.
     
"The downgrade follows Quebecor World's announcement that it will
be suspending dividend payments on its series 3 and series 5
preferred shares," said Standard & Poor's credit analyst Lori
Harris.  The company may be prevented from making the dividend
payments because it might not satisfy the capital adequacy test
within the Canada Business Corporations Act.  Quebecor World will
request shareholder approval at its next shareholder
meeting in May 2008 to reduce the stated capital as permitted
under the CBCA, which would involve reclassifying equity to allow
dividend payments to resume, including accrued unpaid dividends.  
     
The next dividend payment is due Dec. 1, 2007.  Should the company
not make the declared dividend payment on that date as Quebecor
World has stated, S&P will lower the preferred stock rating to
'D'.


REFCO INC: RJM Wants Settlement Pact with FXCM Parties Approved
---------------------------------------------------------------
RJM, LLC, as plan administrator to Reorganized Refco Inc. and its
affiliates, and Marc S. Kirschner, as plan administrator to Refco
Capital Markets, Ltd., ask the U.S. Bankruptcy Court for the
Southern District of New York to approve their settlement
agreement with Forex Capital Markets, LLC, Forex Trading LLC, FXCM
Canada Ltd., FXCM LLC, David Sakhai, William Ahdout, Kenneth
Grossman, Michael Romersa, and Edward Yusupov.

Refco Group Ltd., a Reorganized Debtor, holds a 35% equity
interest in Forex Capital Markets, LLC.  Pursuant to the Plan, RJM
has authority to exercise all rights of the Debtors in respect of
RGL's 35% interest in FXCM, including all rights related to its
liquidation or disposition.

Certain entities have agreed to purchase RGL's 35% equity interest
in FXCM.  The names of the entities are withheld for
confidentiality purposes, according to Steven Wilamowsky, Esq., at
Bingham McCutchen LLP, in New York.  The sale of RGL's interest is
subject to the requirement that certain claims against the Debtors
and RCM be resolved.

The parties' Settlement Agreement provides that:

    a. The Plan Administrators will seek Court approval allowing
       the claims filed by the FXCM Parties:

       1. Claim No. 9140, to be allowed as a Class 6 FXA
          Convenience Class Claim for $3,290.87;

       2. Claim No. 9870, to be allowed as a Class 5(a) FXA
          General Unsecured Claim for $8,281,529.63;

       3. Claim No. 9871, to be allowed as a Contributing Debtor
          Class 5(a) General Unsecured Claim for $8,281,529.63.

    b. The Plan Administrators ask Court to expunge FXCM Parties'
       31 other claims -- Claim Nos. 6629, 6630, 6631, 6632, 6633,
       6634, 6635, 6636, 6637, 7564, 7566, 7568, 7569, 7570, 7571,
       7572, 14268, 14269, 14270, 14271, 14272, 14273, 14274,
       14275, 14276, 14427, 14428, 14429, 14430, 14431, 14432.

Jeffrey M. Olinsky, Esq., at Bingham McCutchen LLP, in New York,
New York, says the Plan Administrators have carefully reviewed the
claims filed by the FXCM Parties, as well as the books and records
of the Reorganized Debtors and RCM as they relate to the claims.  
The Plan Administrators believe that Claim Nos. 9140, 9870 and
9871 are properly allowable at the amounts set, and the rest of
the FXCM Parties' claims should be expunged.  Mr. Olinsky says the
FXCM Parties agree that the 31 other claims should be expunged.  
"Expunging these other claims will eliminate 31 claims against the
Reorganized Debtors' and RCM's estates that seek damages based on
alleged fraudulent conduct of the Debtors."

Mr. Olinsky tells the Court the Agreement will result in proceeds
from the sale of RGL's 35% equity interest in FXCM becoming
available for distribution to creditors of the Contributing
Debtors.

A full-text copy of the FXCM Settlement Agreement is available for
free at http://bankrupt.com/misc/FXCMsettlementAgreement.pdf

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a          
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.   

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates LLC,
on Dec. 15, 2006.  That Plan became effective on Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News, Issue No. 73
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/      
or 215/945-7000).


REFCO INC: Judge Drain Approves Settlement Agreement with SPhinX
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved a settlement
and release agreement entered into by:

   -- Refco Inc., and its debtor and non-debtor affiliates; Marc
      S. Kirschner, as the plan administrator for Refco Capital
      Markets, Ltd.; and RJM, LLC, as plan administrator
      for the Reorganized Debtors except RCM; and

   -- SPhinX Managed Futures Fund SPC, its affiliated Segregated
      Portfolios and various affiliated entities; Kenneth M.
      Krys and Christopher Stride, in their capacity as the Joint
      Official Liquidators of SPhinX; the SPhinX Trustee; and
      certain SPhinX investors.

Judge Drain directed the RCM Administrator to distribute the
Settlement Funds to RCM's creditors..

Judge Drain also withdrew the Restraining Order, and waived Rule
6004(h) of the Federal Rules of Bankruptcy Procedure to the extent
applicable.

                SphinX Settlement Agreement

Jessica L. Fink, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, related that in 2005, the Official Committee of
Unsecured Creditors of the Debtors, on behalf of RCM, sought to
recover $312,046,266 in preferential transfers to SPhinX and its
affiliated Segregated Portfolios.

To settle the dispute with the Committee, SPhinX had agreed to
pay $263,000,000 to RCM's estate, which the SPhinX Investors
opposed.  The Bankruptcy Court had approved the SPhinX Settlement
over the objection, ruling that it was in the best interests of
RCM, its estate, and its creditors, and that the Investors lacked
standing to object.  The Investors had appealed to the District
Court for the Southern District of New York, but the District
Court affirmed the Bankruptcy Court's ruling.

Ms. Fink notes that in June 2006, SPhinX went into voluntary
liquidation under the court of the Cayman Islands, and Mr. Krys
and Mr. Stride were appointed as its Joint Official Liquidators.

The Investors, as well as the SPhinX Liquidators, appealed the
District Court Order to the United States Court of Appeals for
the Second Circuit.  The Second Circuit recently affirmed the
District Court's decision, Ms. Fink related.  The Second Circuit
held that the Investors lacked standing to appeal, and that the
Liquidators were precluded from appealing because they were
deemed to be parties to SPhinX.

According to Ms. Fink, the Settlement Funds are currently being
held by the RCM Plan Administrator in a segregated account at
RCM, pending the entry a final order approving the SPhinX
Settlement.

Ms. Fink added that the Settlement and Release Agreement has been
discussed with and approved by customers holding approximately
50% of the allowed RCM securities customer claims.

The parties have agreed that:

   (a) the RCM Plan Administrator and the SPhinX Liquidators will
       take all steps necessary to seek approval of the Agreement
       by the Cayman Court and the Bankruptcy Court,
       respectively;

   (b) upon approval of the Agreement, the RCM Plan Administrator
       is authorized to release and distribute the Settlement
       Funds;

   (c) the RCM Plan Administrator will pay to the Liquidators, on
       behalf of SPhinX, a $2,500,000 appeal settlement payment;

   (d) the Liquidators, the SPhinX Investors, and the SPhinX
       Trustee will not file further appeals, or any motions for
       reconsideration, of the Settlement Approval Order;

   (e) the Liquidators will withdraw their motion for rehearing,
       currently pending before the Second Circuit;

   (f) Claim Nos. 11387 and 11378, filed by SPhinX against RCM
       will be allowed as general unsecured claims for $4,312,945
       and $10,352,310, respectively, in RCM's Chapter 11 case;

   (g) all other claims filed by the parties are deemed
       disallowed and expunged; and

   (h) the parties exchange mutual releases from all claims or
       actions arising from the preferential transfers or the
       appeal of the SPhinX Settlement.

Ms. Fink stated that the Settlement Funds will be distributed to
RCM securities customers, pursuant to the Modified Joint Chapter
11 Plan of Refco Inc. and Certain of its Direct and Indirect
Subsidiaries.  The Appeal Settlement Payment will be deducted
solely from the Settlement Funds, and will not impact recoveries
to non-securities customers.

Ms. Fink maintained that the terms embodied in the Agreement
represents a reasonable settlement of the issues between the
parties, and should be approved.

A full-text copy of the Settlement and Release Agreement between
Refco and SPhinX is available at no charge at:

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

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a          
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.   

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates LLC,
on Dec. 15, 2006.  That Plan became effective on Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News, Issue No. 73
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/      
or 215/945-7000).


REFCO INC: RCM Distributes $279.5 Million from SPhinX Proceeds
--------------------------------------------------------------
Pursuant to a settlement agreement by Refco Capital Markets, Ltd.,
all holders of Allowed Class 4 RCM Securities Customer Claims are
entitled to receive their pro rata portion of the proceeds from
the settlement with the SPhinX entities, which has become
available for distribution.

In this connection, Marc S. Kirschner, Plan Administrator for the
Refco Capital Markets, Ltd. estate, notified the U.S. Bankruptcy
Court for the Southern District of New York that on Nov. 16, 2007,
he made the sixth interim distribution of approximately
$279,500,000 of RCM's Assets in Place, resulting from the Net
Sphinx Proceeds.  Each claimant is entitled to its pro rata share
of the Proceeds.

The RCM Administrator notes that two creditors will be capped at
100% recovery from the Distribution.

To date, the RCM Administrator has made five interim distributions
from Assets in Place, aggregating to recoveries of $1,890,000,000,
and another two interim distributions from Additional Property,
resulting in recoveries of $344,700,000.

A list of the claims for the Sixth Interim Distribution is
available at no charge at:

      http://bankrupt.com/misc/Refco6thInterimDistClaims.pdf

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a          
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.   

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates LLC,
on Dec. 15, 2006.  That Plan became effective on Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News, Issue No. 73
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/      
or 215/945-7000).


RESIDENTIAL ACCREDIT: S&P Retains 'B' Rating Under Neg. Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-2 and M-3 mortgage asset-backed pass-through certificates
from Residential Accredit Loans Inc.'s series 2004-QA1.  At the
same time, S&P lowered its rating on class B-2 from series 2003-
QS8 and removed it from CreditWatch, where it was placed with
negative implications on Oct. 24, 2007.  Furthermore, the rating
on class B-2 from series 2003-QS4 remains on CreditWatch with
negative implications, where it was also placed Oct. 24, 2007.  
Finally, S&P affirmed its ratings on 28 classes from these and
other RALI transactions.
     
The lowered ratings reflect the high delinquencies relative to the
available credit support in the deal.  Current credit support for
classes M-2 and M-3 from series 2004-QA1 and for class B-2 from
series 2003-QS8 is 2.18%, 1.66%, and 0.33% of the current pool
balance respectively, and future credit support is projected to be
significantly lower than the original credit support for all three
classes.  The amount of overcollateralization available for series
2004-QA1 is at approximately 57% of its target.  As of the October
2007 remittance period, cumulative losses for series 2004-QA1 and
series 2003-QS8 were 0.30% and 0.20% of the original pool
balances, respectively, total delinquencies were 7.60% and 3.03%
of the current pool balances, respectively, and severe
delinquencies (90-plus days, foreclosures, and REOs) were 2.37%
and 0.82% of the current pool balances, respectively.
     
The rating on class B-2 from series 2003-QS4 remains on
CreditWatch due to increased delinquencies that could
significantly reduce current credit enhancement.  As of the
October 2007 remittance period, cumulative losses for this
transaction were 0.21% of the original principal balance, total
delinquencies were 3.94% of the current pool balance, and severe
delinquencies were 0.54% of the current principal balance.  
Standard & Poor's will continue to closely monitor the performance
of this transaction.  If losses decline to a point at which credit
enhancement is not further eroded, S&P will affirm the ratings on
this class and remove it from CreditWatch.  Conversely, if losses
and delinquencies continue to reduce credit support, S&P will
likely take further negative rating actions on this class.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.
     
Subordination primarily provides credit support for series 2003-
QS8 and 2003-QS4.  In addition, class A-3 from series 2003-QS8
benefits from a certificate of guarantee issued by MBIA Insurance
Corp.  A combination of subordination, excess spread, and O/C
provide primary credit support for series 2004-QA1.
     
The underlying collateral for these transactions consists
primarily of Alternative-A mortgage loans.  The QS deals consist
of fixed-rate, fully amortizing, conventional mortgage loans
secured by first liens on one- to four-family residential
properties, with original terms to maturity of no more than 30
years.  The QA deal consists of hybrid adjustable-rate mortgages
secured by first liens on one- to four-family residential
properties, with original terms to maturity of no more than 30
years.


                        Ratings Lowered

                Residential Accredit Loans Inc.

                                        Rating
                                        ------
            Series       Class       To         From
            ------       -----       --         ----
            2004-QA1     M-2         BBB        A
            2004-QA1     M-3         BB         BBB

      Rating Lowered and Removed from Creditwatch Negative

                Residential Accredit Loans Inc.

                                        Rating
                                        ------
            Series       Class       To         From
            ------       -----       --         ----
            2003-QS8     B-2         CCC        B/Watch Neg

            Rating Remaining on Creditwatch Negative

                  Residential Accredit Loans Inc.

                Series         Class        Rating
                ------         -----        ------
                2003-QS4       B-2          B/Watch Neg

                       Ratings Affirmed

                Residential Accredit Loans Inc.

  Series         Class                                 Rating
  ------         -----                                 ------
  2003-QS4       A-1, A-2, A-3, A-4, A-5               AAA
  2003-QS4       A-6, A-V, A-P                         AAA
  2003-QS4       M-1                                   AA+
  2003-QS4       M-2                                   A+
  2003-QS4       M-3                                   BBB
  2003-QS4       B-1                                   BB
  2003-QS8       A-1, A-2, A-3, A-4, A-5               AAA
  2003-QS8       A-6, A-7, A-V, A-P                    AAA
  2003-QS8       M-1                                   AA
  2003-QS8       M-2                                   A+
  2003-QS8       M-3                                   BBB
  2003-QS8       B-1                                   BB
  2004-QA1       A-I, A-II                             AAA
  2004-QA1       M-1                                   AA


RESIDENTIAL ASSET: Moody's Lowers Ratings on 13 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 13
tranches and has placed under review for possible downgrade the
ratings of 5 tranches from 5 deals issued by Residential Asset
Securitization Trust in 2006 and late 2005.  One downgraded
tranche remains on review for possible downgrade.  The collateral
backing these classes consists of primarily first lien, fixed-
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: Residential Asset Securitization Trust 2005-A15
  -- Cl. B-2, Downgraded to Baa1, previously A2,
  -- Cl. B-3, Downgraded to B1, previously Baa2.

Issuer: Residential Asset Securitization Trust 2006-A5CB
  -- Cl. B-1 Currently Aa3 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Ba3, previously A3,
  -- Cl. B-3, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.

Issuer: Residential Asset Securitization Trust 2006-A7CB
  -- Cl. B-1 Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Ba2, previously A2,
  -- Cl. B-3, Downgraded to B3, previously Ba2.

Issuer: Residential Asset Securitization Trust 2006-A8
  -- Cl. B-1 Currently Aa2 on review for possible downgrade,
  -- Cl. B-2 Currently Aa3 on review for possible downgrade,
  -- Cl. B-3, Downgraded to Baa3, previously A2,
  -- Cl. B-4, Downgraded to Ba3, previously A3,
  -- Cl. B-5, Downgraded to B2, previously Baa2,
  -- Cl. B-6, Downgraded to B3, previously Baa3,
  -- Cl. B-7, Downgraded to Caa2, previously Ba2.

Issuer: Residential Asset Securitization Trust 2006-A9CB
  -- Cl. B-1 Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Ba2, previously A2,
  -- Cl. B-3, Downgraded to B3, previously Baa2.


REUNION INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Reunion Industries, Inc.
             dba CP Industries
             dba Hanna Cylinders
             dba Chatwins Healthcare Administrators
             11 Stanwix Street - Suite 1400
             Pittsburgh, PA 15222

Bankruptcy Case No.: 07-50727

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Charles E. Bradley, Sr. Family, L.P.       07-50725
        John Grier Poole Family, L.P.              07-50726

Type of Business: The Debtor owns and operates industrial
                  manufacturing operations that design and
                  manufacture engineered, high quality products
                  for specific customer requirements.  These
                  products include large diameter seamless
                  pressure vessels, manufactured by its CP
                  Industries division, and hydraulic and pneumatic
                  cylinders, manufactured by its Hanna Cylinders
                  division.  In addition, the Debtor has a 65%
                  interest in Shanghai Klemp Metal Products Co.,
                  Ltd., a Chinese company located in Shanghai,
                  China.  Shanghai Klemp manufactures metal bar
                  grating.

                  Charles E. Bradley, Sr. Family, L.P., and John
                  Grier Poole Family, L.P., are stockholders of
                  the Debtor.

Chapter 11 Petition Date: November 26, 2007

Court: District of Connecticut (Bridgeport)

Debtors' Counsel: Carol A. Felicetta, Esq.
                  Reid and Riege, P.C.
                  195 Church Street, 15th Floor
                  New Haven, CT 06510-1819
                  Tel: (203) 777-8008
                  Fax: 203-777-6304

                            Total Assets       Total Debts
                            ------------       ------------
Charles E. Bradley, Sr.               $0                 $0
Family, L.P.

John Grier Poole Family,              $0                 $0
L.P.

Reunion Industries, Inc.              $0          $1,513,143



A. Reunion Industries, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                     Claim Amount
   ------                                     ------------
   Scot Industries                                $253,399
   Attention: President or Managing Agent
   P.O. Box 0146
   Lone Star, TX 75668

   Earle M. Jorgensen                             $130,585
   Attention: President or Managing Agent
   1900 Mitchell Boulevard
   Schaumburg, IL 60194

   Kwa Properties, L.L.C.                         $115,286
   Attention: President or Managing Agent
   844 East Rockland Road
   Libertyville, IL 60048

   Pinnacle Precision Co.                         $112,263

   Tech Syn                                        $98,292

   Westfield Bank, F.S.B.                          $81,712

   Steel Supply Co.                                $75,651

   Burgley Gas                                     $74,308

   Steelworkers Health & Welfare Fund              $72,999

   Masterform Tool Co.                             $61,885

   Bearing Distributors                            $56,771

   Wisconsin Steel                                 $48,600

   Scot Forge                                      $45,180

   Progressive Turnings                            $45,014

   Duquesne Light Co.                              $42,662

   Piedmont Plastics                               $42,033

   B. & D. Cylinders                               $41,978

   Hartman & Hartman                               $38,794

   United Cast Bar                                 $38,331

   Pittsburgh Foundry & Machinery                  $37,400

B. Charles E. Bradley, Sr. Family, LP and John Grier Poole Family,
   LP do not have any unsecured creditors who are not insiders.


RFSC SERIES: Moody's Lowers Rating on Class M-2 Loans to Ba1
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three tranches
issued in one mortgage transaction.  The collateral backing each
tranche consists primarily of first-lien, fixed- and adjustable-
rate scratch and dent mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has been reduced from losses, causing the protection
available to the subordinate bonds to be diminished.

Complete rating actions are:

Issuer: RFSC Series 2004-RP1 Trust
  -- M-2, Downgraded to Ba1 from A2
  -- M-3, Downgraded to Caa2 from Ba2
  -- M-4, Downgraded to C from B2


RIDGEVIEW PROFESSIONAL: Case Summary & Seven Largest Creditors
--------------------------------------------------------------
Lead Debtor: Ridgeview Professional Complex, L.L.C.
             1070 Horizon Ridge Parkway, Suite 100
             Henderson, NV 89012

Bankruptcy Case No.: 07-17833

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Corinthian Hills, L.L.C.                   07-17834
        Gobbles, L.L.C.                            07-17835

Type of Business: The Debtors own and manages real estate.

Chapter 11 Petition Date: November 27, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Ridgeview Professional      $1 Million to          $1 Million to
Complex, L.L.C.             $100 Million           $100 Million

Corinthian Hills, L.L.C.    $1 Million to          $1 Million to
                            $100 Million           $100 Million

Gobbles, L.L.C.             $1 Million to          $1 Million to
                            $100 Million           $100 Million

A. Ridgeview Professional Complex, LLC's Four Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Reeves Construction Co.        goods and services        $100,000
1070 Horizon Ridge Parkway,
Suite 100
Henderson, NV 89012

Lamb Asphalt                   goods and services         $24,313
2516 Losee Road
North Las Vegas, NV 89030

K.J.E. Consulting Engineers,   goods and services         $23,102
Inc.
4130 Sandhill Avenue,
Suite A-15
Las Vegas, NV 89121

Project X                      goods and services            $320

B. Corinthian Hills, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John Marchiano, Esq.           legal services             $10,000
218 Lead Street
Henderson, NV 89015

C. Gobbles, LLC's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
K.J.E. Consulting Engineers,   goods and services         $11,001
Inc.
4130 Sandhill Avenue,
Suite A-15
Las Vegas, NV 89121

Dupont Engineering             goods and services          $8,475
4420 South Arvile Street,
Suite 1
Las Vegas, NV 89103


SACO MORTGAGE: Fitch Lowers Ratings on $56.9 Million Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two SACO mortgage
pass-through certificates.  Affirmations total $156.2 million and
downgrades total $56.9 million.  Break Loss percentages and Loss
Coverage Ratios for each class, rated 'B' or higher, are included
with the rating actions as:

SACO 2005-4

  -- $20 million class A affirmed at 'AAA' (BL: 94.56, LCR:
     3.42);
  -- $38 million class M-1 affirmed at 'AA' (BL: 68.02, LCR:
     2.46);
  -- $11.8 million class M-2 affirmed at 'AA-' (BL: 59.08, LCR:
     2.13);
  -- $10.6 million class M-3 affirmed at 'A+' (BL: 50.90, LCR:
     1.84);
  -- $10.1 million class M-4 affirmed at 'A' (BL: 42.99, LCR:
     1.55);
  -- $9.9 million class M-5 downgraded to 'BBB' from 'A-' (BL:
     35.23, LCR: 1.27);
  -- $8.9 million class B-1 downgraded to 'BB' from 'BBB+' (BL:
     27.97, LCR: 1.01);
  -- $8.5 million class B-2 downgraded to 'B' from 'BB' (BL:
     20.83, LCR: 0.75);
  -- $7.8 million class B-3 remains at 'C' with a DR revision
     from 'DR5' to 'DR6';
  -- $9 million class B-4 remains at 'C/DR6';

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 12.91%;
  -- Realized Losses to date (% of Original Balance): 7.81%;
  -- Expected Remaining Losses (% of Current Balance): 27.68%;
  -- Cumulative Expected Losses (% of Original Balance):
     15.73%.

SACO 2005-WM1

  -- $5.2 million class M-1 affirmed at 'AA' (BL: 98.78, LCR:
     3.01);
  -- $13.2 million class M-2 affirmed at 'AA-' (BL: 89.86, LCR:
     2.73);
  -- $12.3 million class M-3 affirmed at 'A+' (BL: 78.12, LCR:
     2.38);
  -- $11.6 million class M-4 affirmed at 'A' (BL: 66.24, LCR:
     2.02);
  -- $11.2 million class M-5 affirmed at 'A-' (BL: 55.00, LCR:
     1.67);
  -- $11.6 million class B-1 affirmed at 'BBB+' (BL: 43.37,
     LCR: 1.32);
  -- $10.2 million class B-2 downgraded to 'BB' from 'BBB' (BL:
     32.97, LCR: 1.0);
  -- $9.8 million class B-3 downgraded to 'C/DR5' from 'BBB-';
  -- $9.3 million class B-4 downgraded to 'C/DR6' from 'B';
  -- $5.1 million class B-5 remains at 'C/DR6';

Deal Summary

  -- Originators: 100% Long Beach;
  -- 60+ day Delinquency: 18.48%;
  -- Realized Losses to date (% of Original Balance): 7.05%;
  -- Expected Remaining Losses (% of Current Balance): 32.85%;
  -- Cumulative Expected Losses (% of Original Balance):
     14.25%.

The information above is based off the October 2007 remittance
period.

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 2006
and late 2005 with regard to continued poor loan performance and
home price weakness.  Minimum LCR's specifically for subprime
second lien transactions are as follows: AAA: 2.00; AA: 1.75; A:
1.50; BBB: 1.20; BB 0.95; B: 0.75.


SAN HOLDINGS: Files for Bankruptcy Under Chapter 7 in Colorado
--------------------------------------------------------------
SAN Holdings, Inc., along with its two wholly-owned subsidiaries,
filed a voluntary petition for relief under Chapter 7 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court for the District of
Colorado on Nov. 26, 2007.

No bankruptcy trustee has been appointed so far.

                        Cease of Funding

Earlier, the company had disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it was exploring
either a sale of the assets of the company or filing for
bankruptcy.

The disclosure came after Sun Capital Partners II, LP, informed
the company on Nov. 9, 2007, that it was going to cease it funding
of the company, including through the $10 million credit facility
that the Company maintains with it.   

Sun Capital II is an affiliate of the company's majority
shareholder.

                        Avnet Default

The company purchases more than half of its products from Avnet.
Avnet holds a security interest in all of the company's assets,
whereby all indebtedness with Avnet is secured, except for
$1,000,000.  This security interest is subordinate to the security
interest granted to Wells Fargo in connection with the company's
borrowing facility with Wells Fargo.

On Nov. 15, 2007, Avnet issued a letter of default to the company
demanding immediate payment of all past due amounts, for a total
of $1.3 million, and informed the company of its decision to cease
selling to the company on trade credit terms.

The company didn't have sufficient liquidity to satisfy Avnet's
demand of payment.  As of November 19, the total amount due to
Avnet, including past due and current amounts, was $2.9 million.

                   Wells Fargo Default

The company has a revolving credit line with Wells Fargo to borrow
up to $12.0 million, which is secured by substantially all assets
of SANZ Inc. and Solunet Storage.  As of November 19, the company
has approximately $3.0 million outstanding on this borrowing
facility.

The company's ability to borrow under the Wells Fargo facility is
subject to the amount of its accounts receivable balance, as well
as complying with the financial covenants under the borrowing
facility.

Financial covenants for 2007 are:

   (1) minimum net income (loss) on a year to date basis,
       calculated quarterly;

   (2) minimum net worth plus "subordinated debt" (measured in the
       aggregate, with amounts loaned to the Borrowers from San
       Holdings, Inc. being defined as subordinated debt),
       calculated on a monthly basis;

   (3) minimum availability, calculated monthly;

   (4) capital expenditure limit, calculated on an annual basis;
       and

   (5) a minimum cash infusion from San Holdings, Inc. or an
       outside source if the Borrowers generate a net loss in a
       given quarter and have generated a net loss on a year to
       date basis at that time, in an amount equal to the lesser
       of the quarterly net loss or the year to date net loss.

The company disclosed that as of November 19, it was in default
under certain of its covenants with Wells Fargo.

                           Resignations

Effective as of its bankruptcy filing, Todd A. Oseth voluntarily
resigned as the Chief Executive Officer, President and Chairman of
the Board of Directors of the Company, from any committees on
which he served and from any other positions held with the company
or its affiliates.  The company says it is not aware of any
matters of disagreement concerning operations, policies or
practices between the Company and Mr. Oseth causing his decision
to resign.

David I. Rosenthal also voluntarily resigned as Chief Financial
Officer, Secretary and Treasurer of the company.  

Independent Directors Kent J. Lund, George Rea, and Daryl Hollis
also handed their voluntarily resignations from the company's
Board of Directors and from any committees on which they served.

SAN Holdings, Inc. provides enterprise-level data storage and data
management solutions to commercial and government clients.  The
company designs, delivers, services and sometimes manages data
storage systems.  Sun Capital Partners is the company's majority
shareholder.


SAN HOLDINGS: Voluntary Chapter 7 Case Summary
----------------------------------------------
Debtor: San Holdings, Inc.
        9800 Pyramid Court, Suite 130
        Englewood, CO 80112

Bankruptcy Case No.: 07-23707

Debtor-affiliates filing separate Chapter 7 petitions:

        Entity                                     Case No.
        ------                                     --------
        SANZ, Inc.                                 07-23710
        Solunet Storage, Inc.                      07-23713

Type of Business: The Debtor provides enterprise-level data
                  storage and data management solutions to
                  commercial and government clients.  The Debtor
                  designs, delivers, services and sometimes
                  manages data storage systems.  Sun Capital
                  Partners is the company's majority shareholder.

Chapter 7 Petition Date: November 26, 2007

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: Risa Lynn Wolf-Smith, Esq.
                  Holland & Hart LLP
                  555 17th Street, Suite 3200
                  Denver, CO 80201
                  Tel: (303) 295-8011

Financial Condition as of Sept. 30, 2007:

Total Assets: $10,114,000
Total Debts:  $29,642,000

The Debtors' did not file a list of their 20 largest unsecured
creditors.


SAVE OUR SPRINGS: To Pay Creditors from $60,000 Settlement Fund
---------------------------------------------------------------
Save Our Springs Alliance informed the Honorable Craig Gargotta of
the U.S. Bankruptcy Court for the Western District of Texas of its
intention to pay its creditors from a $60,000 Settlement Fund,
Asher Price of Statesman reports.

However, the Debtor's creditor, Bill Gunn, continues to hope for
the liquidation of the company, Statesman relates.

Creditors Hays-Cypress and Mak Foster Ranch, on the contrary,
showed support to the plan on the condition that the Debtor will
withdraw its appeals on the lawsuit judgments, Statesman says.

The Court has not indicated a date to make a ruling on the matter,
Statesman adds.

Save Our Springs Alliance -- http://www.sosalliance.org/-- is a   
non-profit organization whose aim is to protect the Edwards
Aquifer in Texas, its springs and contributing streams, and the
natural and cultural heritage of its Hill Country watersheds, with
special emphasis on the Barton Springs Edwards Aquifer.  The
Alliance filed for chapter 11 bankruptcy on April 10, 2007 (Bankr.
W.D. Texas Case No. 07-10642).  Weldon Ponder, Esq., represents
the Debtor in its restructuring efforts.

SOS Alliance filed for bankruptcy after the Texas Supreme Court
upheld the Court of Appeals ruling and declined to review the case
Save Our Springs Alliance v. Lazy Nine Municipal Utility District.  
In addition, SOS Alliance was directed to pay $500,000 in
attorneys' fees.


SBA CMBS: Fitch Affirms 'B+' Rating on $71 Million Certificates
---------------------------------------------------------------
Fitch Ratings affirms these classes of SBA CMBS Trust, series
2005-1 and 2006-1 commercial mortgage pass-through certificates:

Series 2005-1:
  -- $238,580,000 class 2005-1A at 'AAA';
  -- $48,320000 class 2005-1B at 'AA';
  -- $48,320,000 class 2005-1C at 'A';
  -- $48,320000 class 2005-1D at 'BBB';
  -- $21,460,000 class 2005-1E at 'BBB-'.

Series 2006-1:
  -- $439,420,000 class 2006-1A at 'AAA';
  -- $106,680,000 class 2006-1B at 'AA';
  -- $106,680,000 class 2006-1C at 'A';
  -- $106,680,000 class 2006-1D at 'BBB';
  -- $36,540,000 class 2006-1E at 'BBB-';
  -- $81,000,000 class 2006-1F at 'BB+';
  -- $121,000,000 class 2006-1G at 'BB';
  -- $81,000,000 class 2006-1H at 'BB-'.
  -- $71,000,000 class 2006-1J at 'B+'.

The affirmations are due to the stable performance of the
collateral.

SBA CMBS Trust, series 2005-1 closed on November 18, 2005 and was
secured by 1,714 wireless communication sites.  SBA CMBS Trust,
series 2006-1 represents an additional issuance with the
contribution of 3,261 additional sites.

As of September 2007, the collateral pool included 4,974 wireless
communication sites owned, leased, or managed by the borrower.  
The notes issued by both transactions, which are secured by the
same pool, are pari passu among like rated classes.  As of the
October 2007 distribution date, the aggregate principal balance of
the notes remained unchanged at $1.555 billion since issuance.  
Notes from both issuances are interest only for the entire five-
year period.

As part of the review, Fitch analyzed the management report dated
September 30, 2007 that was provided by the servicer, Midland Loan
Services.  As of Sept. 30, 2007, aggregate annualized run rate
revenue increased 6.8% to $286.3 million from $268.1 million at
issuance.  Over the same time period, the Fitch adjusted net cash
flow increased 11.2% since issuance.

The tenant type concentration is stable. As of September 30, 2007,
total revenue contributed by telephony tenants was 94.2% compared
to 95.2% at issuance.


SEA CONTAINERS: Wants Exclusive Period Extended to February 20
--------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to file a Chapter 11 plan through and
including Feb. 20, 2008, and to solicit acceptances of that plan
through and including April 19.

Sean T. Greecher Esq., at Young Conaway Stargatt & Taylor, LLP,
relates that since their last request to extend the exclusive
periods, the Debtors have made substantial progress towards
developing a viable chapter 11 plan.  

In particular, Mr. Greecher says, the Debtors have:

   (a) stabilized their business operations;

   (b) disposed of certain non-core assets, thereby bringing in
       cash proceeds to the estates;

   (c) addressed complex intercompany issues;

   (d) reached a settlement regarding the Company's corporate
       headquarter's lease;

   (e) obtained Court approval for additional funding for Sea
       Containers Treasury Limited, the Company's non-debtor
       vehicle, to fund non-debtor subsidiary operations;

   (f) obtained replacement financing for Sea Containers SPC
       Ltd.'s prepetition securitization facility in the form of
       DIP financing; and  

   (g) obtained approval for exit financing to pay certain
       due diligence fees and expenses.

Nonetheless, Mr. Greecher continues, the resolution of two
critical issues remain to complete preparation of a Plan
Reorganization: (1) settlement of the Debtors' pension scheme
liabilities; and (2) factoring in the upcoming decision on the
change of control arbitration.

Both issues are at the verge of conclusion, Mr. Greecher assures
the Court.  The Debtors have also initiated discussions with the
creditors committees on potential chapter 11 plan alternatives,
Mr. Greecher adds.

To resolve issues with regard to the pension scheme liabilities,
the Debtors have facilitated and mediated discussions among the
creditors committees and the pension trustees, while supplying
all parties with extensive due diligence and other information
regarding the status of the Pension Trustee's claims.

Mr. Greecher reports that negotiation has now reached a critical
juncture.  In fact, recently, the parties have significantly
narrowed their differences on the status of the Pension Trustee's
claims, and intensive discussions are continuing, he explains.

As for the progress in the change of control arbitration with GE
Capital, the Debtors undertook discovery and prepared for,
defended, and took depositions, related to the change of control
dispute in August and September 2007.  The Debtors' extensive
preparation of the change of control arbitration culminated in
hearings conducted in mid- and late October, ultimately
concluding on November 5.  

The parties now have submitted post-hearing briefs and expect a
decision from the arbitrator no later than mid-December, Mr.
Greecher says.

According to Mr. Greecher, the arbitrator's decision will
influence which of the various plan alternatives the Debtors will
ultimately pursue.  The outcome of the change of control
arbitration will also facilitate the Debtors' efforts to obtain
exit financing by giving the Debtors' potential exit lenders a
better view of the Debtors' exit Plan.

The Debtors believe that continued exclusivity will allow space
to finally resolve the two ongoing issues.  Terminating
exclusivity, and introducing the prospect of a competing plan
will only distract all parties concerned, the Debtors add.

The Debtors further note that the requested extension of the
Exclusive Periods will allow them to reach a final resolution,
and propose a confirmable plan.  Conversely, failure to obtain
the requested extension may unravel the resolutions the Debtors
have worked to obtain and engender costly litigation that would
consume the estate, delay their emergence from chapter 11, and
deplete the funds available for distribution to creditors.

                   About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.  In its schedules filed
with the Court, Sea Containers disclosed total assets of
$62,400,718 and total liabilities of $1,545,384,083.  The Debtors'
exclusive period to file a chapter 11 plan expires on Dec 21,
2007.  (Sea Containers Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


SEA CONTAINERS: Court Approves Payment of Diligence Fees
--------------------------------------------------------
The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Sea Containers Ltd. and its debtor-
affiliates to pay the due diligence fees or expenses of potential
exit lenders up to a maximum amount of $500,000 per lender and
$1,500,000 in the aggregate.

The amount is for reasonable expenses incurred in connection with
financial and legal due diligence and development of exit
financing proposals that relate to taking out the existing DIP
loan upon the Debtors' emergence from Chapter 11.

The Order is entered without prejudice to the Debtors' right to
seek authority to pay additional expenses or fees related to exit
financing as the Debtors believe are reasonable and necessary,
Judge Carey said.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, related that the Debtors are in the
process of formulating a Chapter 11 plan and intend to commence
their exit from Chapter 11 by filing their plan, disclosure
statement, and related materials in the near term.

Under any plan scenario, Mr. Morton said, exit financing to repay
the DIP loan and provide going-forward capital is an essential
component of this process.  For these reasons, the Debtors are
currently pursuing exit financing from various lenders and are
aiming to secure a commitment to fund their exit from Chapter 11.

To make a financing commitment, however, potential exit lenders
will have to conduct extensive due diligence of the Debtors'
assets and operations, thereby incurring significant out-of-
pocket costs and expenses, including fees and expenses of their
legal and other advisors.  To induce potential exit lenders to
undertake the expensive and time-consuming work required for an
exit financing commitment, the Debtors believe it is necessary to
pay the reasonable and actual out-of-pocket costs and expenses
they incur in connection with developing, negotiating, and
documenting the financing commitment.

Without this inducement -- which is a quite common request under
the circumstances -- potential exit lenders will not undertake
the work needed to complete a financing commitment, thus leaving
the Debtors without an exit facility required for their Chapter
11 plan, Mr. Monton explained.  He further noted that the Debtors
have already received interest from Dune Capital LP and Caspian
Capital Partners LP to provide exit financing, but they are
unwilling to proceed further unless they are reimbursed for their
out-of-pocket costs and expenses associated with their due
diligence review ofthe Debtors.  In addition to Dune and Caspian,
the Debtors hope to pursue exit financing negotiations with other
lenders.  Parallel negotiations with multiple potential exit
lenders will ensure that the Debtors obtain financing with
competitive terms, Mr. Monton said.

The Debtors believe that the requested expense reimbursement is
reasonable for the proposed collateral base, which will include
all of the Debtors' assets, including their interests in GE
SeaCo and the large network of foreign and U.S. non-debtor
subsidiaries, and the fact that the expenses routinely are
reimbursed both in and outside of bankruptcy.

                  About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.  In its schedules filed
with the Court, Sea Containers disclosed total assets of
$62,400,718 and total liabilities of $1,545,384,083.  The Debtors'
exclusive period to file a chapter 11 plan expires on Dec 21,
2007.  (Sea Containers Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


SECURED ASSETS: Richard Kipperman Appointed as Chapter 11 Trustee
-----------------------------------------------------------------
The Honorable Peter W. Bowie of the United States Bankruptcy
Court for the Southern District of California appointed Richard
Kipperman to serve as Chapter 11 Trustee for Secured Assets Trust
and SAIF Inc.'s bankruptcy case.

On Oct. 16, 2007, Haije Hong, the U.S. Trustee for Region 15,
asks the Court to dismiss the Debtors' bankruptcy case or, in the
alternative, appoint a Chapter 11 Trustee after Judge Bowie denied
on Oct. 10, 2007, the employment of Van Dyke & Associates as the
Debtors' proposed counsel.

Mr. Hong said that Debtors' can't proceed in their Chapter 11 case
without an attorney representing it.

According to the Southern District of California's Local District
Civil Rule, "[w]henever a corporation desires or is required to
make an appearance in Southern District, the appearance shall be
made only by an attorney of the bar of this court or an attorney
permitted to practice pursuant to Civil Local Rule 83.3," Mr. Hong
points out.

Furthermore, Mr. Hong contends that Debtors may not be a "business
trust" that is eligible to be a debtor pursuant to Section
101(9)(A)(v) of the Bankruptcy Court.

Headquartered in Encinitas, California, Secured Assets Trust aka
Secured Assets provide commercial inventory financing loans to
used automobile dealerships.  Secured Assets and its subsidiary,
SAIF, Inc., filed for Chapter 11 protection on Aug. 20, 2007
(Bankr. S.D. Calif. Case No. 07-04501).  When the Debtors' filed
for protection against the its creditors,  Secured Assets listed
total assets at $15,898,044 and total debts $15,898,044, while
SAIF Inc. listed total assets at $10,349,530 and total debts at
$16,397,887.


SILVER ELMS: Moody's Cuts Rating on $8 Million Notes to B2
----------------------------------------------------------
Moody's Investors Service placed these notes issued by Silver Elms
CDO II Limited on review for possible downgrade:

Class Description: $87,500,000 Class A-2 Floating Rate Senior
Secured Notes due 2051

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

Class Description: $74,000,000 Class A-3 Floating Rate Senior
Secured Notes due 2051

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

Class Description: $28,000,000 Class B Floating Rate Subordinate
Secured Notes due 2051

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

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

Class Description: $13,500,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes due 2051

  -- Prior Rating: A2
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $12,000,000 Class D Floating Rate Junior
Subordinate Secured Deferrable Notes due 2051

  -- Prior Rating: Baa2
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $8,000 000 Class E Notes due 2051

  -- Prior Rating: Ba2
  -- Current Rating: B2, on review for possible downgrade

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


SINOFRESH HEALT: Sept. 30 Balance Sheet Upside-Down by $2.8 Mil.
----------------------------------------------------------------
SinoFresh HealthCare Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $2.0 million in total assets and
$4.8 million in total liabilities, resulting in a $2.8 million
total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $76,221 in total current assets
available to pay $4.8 million in total current liabilities.

The company reported a net loss of $381,647 on revenue of $40,280
for the third quarter ended Sept. 30, 2007, compared with a net
loss of $449,437 on revenue of $155,079 in the same period last
year.

The company believes that the revenue decrease was a combination
of the lack of marketing and advertising activities and the
elimination of incentive programs such as rebates that were
offered in 2006.  In addition, the company lost distribution to
Wal-Mart in the third quarter of 2006.

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?25cf

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Moore Stephens Lovelace, P.A., expressed substantial doubt about
SinoFresh HealthCare Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm reported that the
company is in default on its debenture obligations, has incurred
substantial losses since its inception, has a working capital
deficiency at Dec. 31, 2006, and has incurred negative cash flow
from operations.

Although the company was able to secure an equity line that
resulted in the settlement and payoff of the majority of its
outstanding debentures, the company still requires additional
funding in order to repay its debentures and to market and
distribute its products, exploit the technology underlying its
patents, further develop existing and new products, and pay its
other existing current liabilities.

                 About SinoFresh HealthCare

Headquartered in Englewood, Florida, SinoFresh HealthCare Inc.
(OTC BB: SFSH) -- http://www.sinofresh.com/-- develops and  
markets innovative ear, nose, and throat products.  The company
holds several patents on its innovative pharmaceutical technology.


SPECIALTY UNDERWRITING: Fitch Holds 'BB' Rating on $2.7MM Trust
---------------------------------------------------------------
Fitch Ratings has taken rating actions on one Specialty
Underwriting and Residential Finance Trust Transaction.  
Affirmations total $99.5 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

SURF 2005-AB1

  -- $59 million class A affirmed at 'AAA' (BL: 51.08, LCR:
     5.42);
  -- $7.8 million class M1 affirmed at 'AA+' (BL: 41.45, LCR:
     4.4);
  -- $11 million class M2 affirmed at 'AA' (BL: 31.85, LCR:
     3.38);
  -- $6.7 million class M3 affirmed at 'A' (BL: 25.21, LCR:
     2.68);
  -- $4 million class M4 affirmed at 'A-' (BL: 21.09, LCR:
     2.24);
  -- $4.7 million class B1 affirmed at 'BBB+' (BL: 16.08, LCR:
     1.71);
  -- $3.3 million class B2 affirmed at 'BBB-' (BL: 11.48, LCR:
     1.22);
  -- $2.7 million class B3 affirmed at 'BB' (BL: 10.48, LCR:
     1.11).

Deal Summary

  -- Originators: MILA, Inc. (45.60%), Wilmington Finance
     (28.59%)
  -- 60+ day Delinquency: 19.53%,
  -- Realized Losses to date (% of Original Balance): 0.63%;
  -- Expected Remaining Losses (% of Current Balance): 9.42%;
  -- Cumulative Expected Losses (% of Original Balance): 4.15%.

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.


STANDARD PACIFIC: Denies Rumors of Looming Bankruptcy Filing
------------------------------------------------------------
Standard Pacific Corp. disputed rumors that it will be seeking
chapter 11 bankruptcy protection soon, Robb Crocker of Builder
Online reports.

Talking to the press Tuesday at a JPMorgan 2007 Homebuilding
and Building Products Conference in Las Vegas, CEO Stephen J.
Scarborough called the information as "speculation," Builder
Online relates.

"There has been no effort on our part for filing bankruptcy.
We have a good record of working with our banks and a plan
in place to generate and preserve cash," Mr. Scarborough was
cited by Builder Online as saying.

                        Third Quarter Loss

As reported in the Troubled Company Reporter on Oct. 29, 2007,
for the three months ended Sept. 30, 2007, the company incurred
a net loss of $119,666,000 compared to net income of $30,847,000
for the same period last year.

The company's total revenues for the current quarter decreased
to $677,846,000 from $839,839,000 for the same quarter in 2006.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $4,029,938,000, total liabilities of $2,554,149,000, and total
stockholders' equity of $1,431,488,000.

                     S&P Takes Rating Action

As reported in the Troubled Company Reporter on Nov. 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on Standard Pacific Corp. to 'BB-'
from 'BB'.  Additionally, S&P lowered the rating on the company's
senior subordinated debt to 'B' from 'B+'.  The outlook remains
negative.  The rating actions affect $1.35 billion of rated
securities.
      
"The downgrades follow the company's recent quarterly loss and
anticipate further pressure on Standard Pacific's liquidity
position," said credit analyst George Skoufis.  

The rating agency also said that the company's bank covenants
could come under pressure if additional impairments are incurred,
which would diminish the equity base.  

S&P expect market conditions to remain challenging into 2009,
which will place further pressure on Standard Pacific's more
geographically concentrated platform.  

S&P said it will lower the company's ratings if further
deterioration in the housing market results in weaker-than-
expected liquidity and/or additional covenant challenges.  

                     About Standard Pacific

Headquartered in Irvine, Calif., Standard Pacific Corp. (NYSE:SPF)
-- http://www.standardpacifichomes.com/-- is a homebuilder with
operations in California, Florida, Arizona, the Carolinas, Texas,
Colorado, Nevada and Illinois.  The company also provides mortgage
financing and title services to its homebuyers through its
subsidiaries and joint ventures, Standard Pacific Mortgage Inc.,
Home First Funding, SPH Home Mortgage, Universal Land Title of
South Florida and SPH Title.


STRUCTURED ASSET: S&P Junks Rating on Class M3 Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M1, M2, and M3 mortgage pass-through certificates from
Structured Asset Securities Corp.'s series 2003-12XS.  
Concurrently, S&P affirmed its rating on class A5 from this
series.
     
The downgrade of classes M1, M2, and M3 reflect the high
delinquencies relative to the available credit support in the
deal.  Current credit support for classes M1, M2, and M3 is 7.90%,
4.15%, and 0.00 of the current pool balance, respectively, and
future credit support is projected to be significantly lower than
the original credit support for all three classes.  As of the
October 2007 remittance period, cumulative losses were
approximately $1.66 million, or 0.57% of the original principal
balance, total delinquencies were 17.85% of the current principal
balance, and severe delinquencies (90-plus-days, foreclosures, and
REOs) were 12.99% of the current principal balance.
     
The affirmation of the rating on class A5 reflects actual and
projected credit support percentages that are sufficient to
support the class at its current rating level.
     
A combination of subordination and excess spread provide credit
support for this transaction.  The underlying collateral for this
series consists primarily of Alternative-A, fixed-rate, fully
amortizing conventional mortgage loans secured by first liens on
one- to four-family residential properties.


                       Ratings Lowered
    
               Structured Asset Securities Corp.
              Mortgage pass-through certificates

                                      Rating
                                      ------
             Series      Class     To         From
             ------      -----     --         ----
             2003-12XS   M1        A          AA
             2003-12XS   M2        BB         A
             2003-12XS   M3        CCC        B

        
                        Ratings Affirmed
    
                Structured Asset Securities Corp.
               Mortgage pass-through certificates

                 Series      Class       Rating
                 ------      -----       ------
                 2003-12XS   A5          AAA


STRUCTURED ASSET: Moody's Cuts Rating on Class M4 Loans to B3
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two tranches
issued in one mortgage transaction.  The collateral backing each
tranche consists primarily of first-lien, fixed- and adjustable-
rate scratch and dent mortgage loans.

The amount of available credit enhancement has been reduced from
losses and stepdown.  The timing of losses coupled with passing of
performance triggers has caused the protection available to the
subordinate bonds to be diminished.

Complete rating actions are:

Issuer: Structured Asset Securities Corp Trust 2004-GEL1
  -- Cl. M3, Downgraded to Ba2 from Baa2
  -- Cl. M4, Downgraded to B3 from Baa3


SUNNY DELIGHT: Improved Performance Cues S&P to Lift Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cincinnati, Ohio-based Sunny Delight Beverages Co. to
'B-' from 'CCC+'.  The outlook is stable.
     
"The upgrade reflects Sunny Delight's improved operating
performance and liquidity position, and increasing diversification
of its brand, product portfolio, and distribution channels," said
Standard & Poor's credit analyst
Bea Chiem.
     
Sunny Delight is a global manufacturer and distributor of juice
drinks under the Sunny Delight, Elations, Fruit Simple, Fruit2O,
and Veryfine brand names.  The rating on Sunny Delight reflects
its narrow product portfolio, limited size within the highly
competitive and somewhat fragmented global juice industry, and
moderately leveraged financial profile.  The juice drink company
is majority owned by financial sponsor J.W. Childs Associates L.P.


T&B MORTGAGE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: T&B Mortgage Corporation
        2812 Old Lee Highway
        Suite 300
        Fairfax, VA 22031

Bankruptcy Case No.: 07-13630

Chapter 11 Petition Date: November 26, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Russell B. Adams, III, Esq.
                  Chung & Press
                  6718 Whittier Avenue, Suite 200
                  McLean, VA 22101
                  Tel: (703) 734-3800
                  Fax: (703) 734-0590

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
FIA Card Services, N.A.            Bank Loan             $524,960
c/o Brian Kenney, Esq.
1751 Pinnacle Drive, Suite 500
McLean, VA 22102

Wachovia Bank                      Bank Loan             $321,281
P.O. Box 96074
Charlotte, NC 28296

United Health Care Insurance Co.   Trade Debt             $28,019
c/o Kevin M. Fitzpatrick, P.C.
10615 Judicial Drive, Suite 603
Fairfax, VA 22030

Washington Appraisal               Trade Debt             $21,125

Appraisals One                     Trade Debt             $15,450

Bank of America                    Trade Debt             $13,000

County of Fairfax                                         $11,413

CIT Technology Financial           Trade Debt             $10,380
Services, Inc.

First America CREDCO                                       $6,799

Office Depot                       Trade Debt              $6,217

Long Ngo                           Trade Debt              $3,825

Keystone Appraisal Group           Trade Debt              $3,600

Verizon West Virginia, Inc.        Trade Debt              $1,379

AT&T                               Trade Debt                $590


TARRAGON CORP: Provides Update on Addressing Liquidity Issues
-------------------------------------------------------------
Tarragon Corporation reported further progress on addressing its
liquidity issues.

Tarragon completed the sale of five properties which included two
residential properties:
   
   -- Deerwood Village in Ocala, Florida;
   -- Vista Grand in Tampa, Florida;
   -- two commercial properties in Midway Mills in Dallas,
      Texas;
   -- 290 Veterans in Rutherford, New Jersey; and
   -- a land development project in Orlando, Florida.

The aggregate sales price for these properties was $89.6 million,
resulting in approximately $16.5 million of net proceeds to
Tarragon after distributions to partners and repayment of
$66.6 million of debt.

Tarragon estimates that it will realize a net pre-tax gain, after
giving effect to impairment charges to be recorded for certain of
the properties, of approximately $6 million from the sale of these
five properties.

Tarragon currently has six other properties under contract for
sale that are presently expected to close by year-end.  The
aggregate sales price for these properties is approximately $280
million.  

These pending sales, which remain subject to customary closing
conditions, are estimated to yield net cash proceeds of
$54 million, after partner distributions and repayment of $203
million of debt.  Tarragon expects to realize a pre-tax gain,
after giving effect to impairment charges to be recorded for two
of the properties, of approximately $43 million on these sales.

Since March 31, 2007, Tarragon has sold 14 properties for an
aggregate sales price of $279 million.  These sales have generated
net cash proceeds of $44 million and reduced the company's
consolidated debt by over $200 million.

Tarragon expects to record pre-tax impairment charges of
approximately $350 million when it reports its financial results
for the second and third quarters of 2007.  The charges stem from
both realized losses on the sales of properties as well as write
downs to reflect the estimated fair value of properties still held
by the company.

The Nasdaq Listing Qualifications Panel granted the company an
extension to file its Form 10-Qs for the quarters ended June 30
and Sept. 30, 2007.  With this extension, Tarragon's common stock
will continue to be listed on the Nasdaq Global Select Market,
subject to filing these reports with the SEC on or before Dec. 21,
2007.

Tarragon also has entered into agreements with National City Bank
and Regions Bank to restore to good standing a combined $130
million in loans made to Tarragon and/or its affiliates. To date,
Tarragon has restored approximately $950 million in loans to good
standing.  Negotiations continue with one remaining major lender
for the satisfaction or reinstatement of a loan of $160 million on
six properties.

These transactions are part of an overall plan designed to improve
the company's liquidity and financial condition.  The plan
contemplates additional property sales, the proceeds of which will
continue to be used to repay Tarragon's outstanding debt, satisfy
other obligations and to provide additional liquidity while it
restructures and streamlines the organization to reposition the
company for future opportunities.

"In the past several months, we have made good progress by
reinstating to good standing most of our outstanding debt and
improving our liquidity through the sale of non-core properties,"
William S. Friedman, the company's chairman and chief executive
officer, commented.  

"Given current conditions in the real estate and credit markets,
we still face significant challenges, including covenant non-
compliance under our existing $125 million of subordinated debt,
with respect to which short term waivers have been received," he
added.  "The special committee formed last August is continuing to
work with Lazard, the company's financial advisor, to evaluate
strategic and other alternatives."

                   About Tarragon Corporation

Based in New York City, Tarragon Corporation (NASDAQ:TARR) --
http://www.tarragoncorp.com/-- develops multifamily housing for  
rent and for sale. Tarragon's operations are concentrated in the
Northeast, Florida, Texas and Tennessee.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 20, 2007,
Tarragon Corp. disclosed in a regulatory filing with the
Securities and Exchange Commission that it received a notice of
default and demand from Barclays Capital Real Estate Inc. related
to six promissory notes made in favor of Barclays by certain
direct or indirect wholly owned subsidiaries of the company.


TCM MEDIA: Completed Sale Cues Moody's to Affirm B2 Rating
----------------------------------------------------------
Moody's Investors Service has affirmed TCM Media, Inc.'s B2
Corporate Family rating, and changed the rating outlook to
developing from negative following the company's announcement that
it has completed the sale of Host Communications, Inc. and
Pinnacle Sports Productions, LLC to IMG World, Inc.  Details of
the rating action are:

Ratings Affirmed:

Issuer: TCM Media, Inc.

  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B2
  -- Senior Secured Second Lien Term Loan, Caa1 LGD5, 82%
  -- Speculative Grade Liquidity Assessment, SGL-3

Ratings Upgraded:

Issuer: TCM Media, Inc.

  -- Senior Secured First Lien Revolving Credit Facility, to
     Ba3 LGD2, 27% from B1 LGD3, 39%

  -- Senior Secured First Lien Term Loan, to Ba3 LGD2, 27%,
     from B1 LGD3, 39%

The rating outlook has been changed to developing from stable.

The affirmation of TCM's B2 corporate family rating reflects the
reduction of the company's total debt partly offset by the loss of
EBITDA from the sold businesses. TCM's pro-forma leverage
decreased to 7.2 times EBITDA at the end of September 2007,
calculated according to Moody's standard adjustments.  The rating
affirmation also incorporates Moody's expectation that leverage
will decline further as TCM reduces the level of corporate
overhead necessary to support the reduced needs of its surviving
newspaper publishing business.

The B2 CFR reflects the company's high leverage, its small size
(approximately $48 million in sales), its dependence upon six
community newspapers for virtually all of its business, and the
lower margins of the Gwinnett Daily Post, which is provided to
cable subscribers within the Lawrenceville, Georgia area .  In
addition the B2 CFR incorporates the problems which continue to
beset the newspaper publishing sector, including soft advertising
spending, declining circulation count and electronic substitution.

The upgrade of the senior secured first lien revolving credit
facility and term loan to Ba3 from B1 largely results from the
company's repayment of $66.5 million of first lien debt (from the
proceeds of the sale of Host and Pinnacle) resulting in higher
recovery prospects to first lien lenders and a proportionately
higher cushion of loss provided by second lien debt.

The affirmation of TCM's SGL-3, speculative grade liquidity rating
reflects a very limited liquidity position over the next twelve
months, with limited access to external sources of liquidity as
the company has only $3 million in undrawn availability under its
$20 million revolving credit facility.

The developing outlook incorporates uncertainty regarding the
company's ultimate capital structure.  Moody's expects that, with
the sale of its sports-related businesses completed, TCM will
consider further revisions to its capital structure, either
through a refinancing of its remaining debt or through a sale of
some or all of the company's remaining newspaper publishing
businesses.

On Nov. 15, 2007, TCM consummated the sale of Host Communications,
Inc. and Pinnacle Sports Productions, LLC to IMG World, Inc., for
a price of approximately $74 million.  Net proceeds of $65.5
million (after approximately $6.4 of escrow payments) have been
used to permanently reduce TCM's first lien term loan.

TCM Media, Inc is a newspaper publishing company headquartered in
Lexington, Kentucky.  For the period ended June 30, 2007, the
company reported revenues of $48 million pro-forma for the sale of
its sports-related businesses.


TERWIN MORTGAGE: S&P Puts Default Rating on Class B-5 Loans
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
1-M-3 and 2-B-4 from Terwin Mortgage Trust 2004-13ALT to 'BB' from
'BBB+' and to 'B' from 'BB', respectively, and on class B-5 from
series 2005-18ALT to 'D' from 'CCC'.  At the same time, S&P
affirmed its ratings on the 10 remaining classes from series 2004-
13ALT.
     
The downgrades of the classes from series 2004-13ALT reflect the
high delinquencies relative to the available credit support in the
deal.  Current credit support for classes 1-M-3 and 2-B-4 from
series 2004-13ALT is 3.88% and 1.41% of the current pool balance,
respectively, and future credit support is projected to be
significantly lower than the original credit support for both of
these classes.  The amount of overcollateralization for this
transaction is at approximately 93% of its target.  The lowered
rating on class B-5 from series 2005-18ALT reflects the complete
erosion of the credit support and the subsequent write-downs for
this class.  Class B-5 realized $169,712 in
losses during the October 2007 remittance period.
     
As of the October 2007 remittance period, cumulative losses for
series 2004-13ALT were 0.004% of the original pool balance, total
delinquencies were 7.90% of the current pool balance, and severe
delinquencies (90-plus days, foreclosures, and REOs) were 7.56% of
the current pool balance.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.

A combination of subordination, excess spread, and O/C provide
primary credit support for series 2004-13ALT.  Subordination
primarily provides credit support for series 2005-18ALT.  The
underlying collateral for these transactions consists primarily of
Alternative-A, adjustable- and fixed-rate mortgage loans, secured
by first liens on residential properties.


                        Ratings Lowered

                      Terwin Mortgage Trust

                                          Rating
                                          ------
       Series        Class          To              From
       ------        -----          --              ----
       2004-13ALT    1-M-3          BB              BBB+
       2004-13ALT    2-B-4          B               BB
       2005-18ALT    B-5            D               CCC

                        Ratings Affirmed

                      Terwin Mortgage Trust

              Series        Class            Rating
              ------        -----            ------
              2004-13ALT    1-A-2, 1-A-4     AAA          
              2004-13ALT    1-M-1            AA+
              2004-13ALT    1-M-2            A+         
              2004-13ALT    2-PA-1, 2-P-X    AAA         
              2004-13ALT    2-B-1            AA          
              2004-13ALT    2-B-2            A
              2004-13ALT    2-B-3, 2-B-X     BBB


TESORO CORP: Tracinda Withdraws Common Stock Tender Offer
---------------------------------------------------------
Tracinda Corporation disclosed that after consideration, it is
withdrawing, effective immediately, its cash tender offer at
$64.00 per share for up to 21,875,000 shares, or approximately 16%
of the outstanding shares, of Tesoro Corporation common stock.

While Tracinda was encouraged by management's execution of
Tesoro's strategic plan and expression of interest to Tracinda in
enhancing shareholder value, Tracinda is unwilling to become a
substantial investor in a company in which the shareholders do not
come first.

The rights plan adopted by the Tesoro board of directors inhibits
value for all Tesoro shareholders by, among other things,
restricting the ability of shareholders to vote, sell or acquire
Tesoro shares freely without fear of triggering the draconian
provisions of the rights plan.

Tracinda, as an investor in public companies where it has enhanced
value for all shareholders, noted that it had made clear to
Tesoro's management that it looked forward to cooperating with
management to identify ways to enhance the value of the company
for all shareholders and is disappointed that by adopting the
rights plan Tesoro has elected to significantly impede the
prospects for shareholder value creation.

The tender offer was scheduled to expire at 11:59 p.m., New York
City time, on Dec. 6, 2007.  Any shares tendered to Tracinda will
be promptly returned.

                      About Tesoro Corp.

Headquartered in San Antonio, Texas, Tesoro Corporation (NYSE:
TSO) -- http://www.tsocorp.com/-- is an independent refiner and  
marketer of petroleum products.  Tesoro, through its subsidiaries,
operates seven refineries in the western United States with a
combined capacity of approximately 660,000 barrels per day.  
Tesoro's retail-marketing system includes over 890 branded retail
stations, of which over 450 are company operated under the
Tesoro(R), Shell(R), Mirastar(R) and USA(R) brands.  The company
dislosed on Nov. 8, 2004, the change of the company's name from
Tesoro Petroleum Corp. to Tesoro Corporation, effective
immediately.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2007,
Moody's changed its outlook on Tesoro Corporation's ratings (Ba1
corporate family rating, Ba1 senior unsecured notes rating, and
Baa1 senior secured credit facility rating) to developing from
positive following Tracinda Corporation's announcement that it is
making a cash tender offer for an additional 16% of TSO's
outstanding common stock at approximately a 12% premium from the
prior closing price. Tracinda Corporation, of which Kirk Kerkorian
is the sole shareholder, currently owns about 4% of TSO's
outstanding shares.


THORPE INSULATION: Taps Pachulski Stang as General Counsel
----------------------------------------------------------
Thorpe Insulation Company asks the U.S. Bankruptcy Court for the
Central District of California for authority to hire Pachulski
Stang Ziehl & Jones LLP as its general bankruptcy counsel,
effective as of Oct. 15, 2007.

Pachulski will:

   a. advise and represent the Debtors in the performance of their
      duties and exercise their powers under the Bankruptcy Code
      and Rules, the Local Bankruptcy Rules and the Region 17
      United States Trustee Guidelines;

   b. advise and represent the Debtor concerning the rights and
      remedies of the estate in regard to the assets of the
      estate;

   c. prepare motions, applications, answers, orders, memoranda,
      reports, and papers, etc., in connection with the
      administration of the estate;

   d. protect and preserve the estate by prosecuting and defending
      actions commenced by or against the Debtor and analyzing,
      and preparing necessary objections to, proofs of claim filed
      against the estate;

   e. conduct examinations of witnesses, claimants, or adverse
      parties;

   f. represent the Debtors in any proceeding or hearing in the
      Court;

   g. advise and represent the Debtor in the negotiation,
      formulation, and drafting of any plan of reorganization and
      disclosure statement;

   h. advise and represent the Debtor in connection with
      investigation of potential causes of action against persons
      or entities, including avoidance actions, and its
      litigation; and

   i. render other advice and services as the Debtor may require
      in connection with its chapter 11 case.

The Debtor will pay the firm at its customary hourly rates.  The
attorneys currently expected to be principally responsible for the
Debtor's case effective as of Sept. 1, 2007, are:

          Professional                   Hourly Rate
          ------------                   -----------
          Jeremy V. Richards, Esq.          $695
          David M. Bertenthal, Esq.         $550
          Scotta McFarland, Esq.            $495
          Malhar M. Pagay, Esq.             $450
          Patricia Jeffries (Paralegal)     $200

Within a year prior to the commencement of the case, the firm
received $375,000 retainer from the Debtor, from which the firm
deducted $137,391 for prepetition services rendered.

To the best of the Debtor's knowledge, neither the firm nor any of
its professionals have any interest materially adverse to the
interest of the estate.  Accordingly, the firm and its partners
are "disinterested persons" as that term is defined in Sections
101(14) and 327 of the Bankruptcy Code.

The firm can be reached at:

             Pachulski Stang Ziehl & Jones LLP
             10100 Santa Monica Boulevard, 11th Floor
             Los Angeles, CA 90067
             Tel: (3100 277-6910
             Fax: (310) 201-0760
             http://www.pszjlaw.com/

                      About Thorpe Insulation

Long Beach, California-based Thorpe Insulation Company, formerly
Plant Insulation Company, was incorporated in April 10, 1948.  It
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.  
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.

Pacific is a southwest commercial and industrial insulation
distributor and fabricator with locations in Southern and Northern
California, Arizona, and Nevada.  It provides pipe, air handling,
fire barrier, board and blanket insulation as well as adhesives,
mastics and sealants.  Pacific has never installed or sold any
materials containing asbestos. It currently has 55 full-time
employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.


THORPE INSULATION: U.S. Trustee Appoints Nine-Member Committee
--------------------------------------------------------------
The United States Trustee for Region 16 appointed nine creditors
who will serve in the Official Committee of Unsecured Creditors in
the bankruptcy case of Thorpe Insulation Company and Pacific
Insulation Company.

The members of the Committee are:

   1. Charlton Clemmer
      c/o Alan R. Brayton, Esq.
      Brayton Purcell LLP
      222 Rush Landing Road
      P.O. Box 6169
      Navato, CA 94948

   2. Victor Medina, Sr.
      c/o Alan R. Brayton, Esq.
      Brayton Purcell LLP
      222 Rush Landing Road
      P.O. Box 6169
      Navato, CA 94948

   3. Susan Lee Snyder
      c/o David McClain, Esq.
      Kazan McClain, et al
      171 12th Street, Suite 300
      Oakland, CA 94607

   4. John R. Miller
      c/o David A. Rosen, Esq.
      Rose Klein & Marias LLP
      801 South Grand Avenue, 11th Floor
      Los Angeles, CA 90017

   5. Paul Krause
      c/o Jerry Paul, Esq.
      Paul Hanley & Harley LLP
      5716 Corsa Avenue, Suite 203
      Westlake Village, CA 91362

   6. James M. Baker
      Peter A. Kraus, Esq.
      Waters & Kraus
      3219 McKinney Avenue
      Dallas, TX 75204

   7. Rachael Staniforth
      c/o Steve Baron, Esq.
      Baron & Budd PC
      3102 Oak Lawn Avenue, Suite 1100
      Dallas, TX 75219

   8. Tamara Merrill
      c/o Ron C. Eddins, Esq.
      Simon Eddins & Greenstone LLP
      3232 McKinney Avenue, Suite 610
      Dallas, TX 75204

   9. Dan Kwelberg
      c/o Jerry Paul, Esq.
      Paul Hanley & Harley LLP
      5716 Corsa Avenue, Suite 203
      Westlake Village, CA 91362

Caplin & Drysdale, Chartered serves as the National Bankruptcy
Counsel of The Official Committee of Unsecured Creditors.  Heller
Ehrman LLP is the proposed co-counsel to the Committee.

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 Thorpe Insulation

Long Beach, California-based Thorpe Insulation Company, formerly
Plant Insulation Company, was incorporated in April 10, 1948.  It
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.  
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.

Pacific is a southwest commercial and industrial insulation
distributor and fabricator with locations in Southern and Northern
California, Arizona, and Nevada.  It provides pipe, air handling,
fire barrier, board and blanket insulation as well as adhesives,
mastics and sealants.  Pacific has never installed or sold any
materials containing asbestos. It currently has 55 full-time
employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.


THORPE INSULATION: Pacific Taps Clark & Trevithick as Counsel
-------------------------------------------------------------
Pacific Insulation Company, party-in-interest of Thorpe Insulation
Company, asks the U.S. Bankruptcy Court for the Central District
of California for permission to employ Clark & Trevithick as its
bankruptcy counsel effective as of Oct. 31, 2007.

Clark will:

   a. advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor with regard
      to assets and with respect to the claims of creditors;

   b. represent the Debtor in proceedings or hearings in the Court
      and in any other action where the Debtor's rights under the
      Bankruptcy Code may be litigated or affected;

   c. advise and assist the Debtor with respect to compliance with
      the requirements of the U.S. Trustee;

   d. assist the Debtor with the negotiation, documentation, and
      necessary Court approval of transactions disposing of
      property of the estate;

   e. advise the Debtor concerning the requirements of the
      Bankruptcy Code, and federal and local rules relating to the
      administration of the cases, and the effect of these cases
      on the operations of the Debtor;

   f. assist the Debtor in the formation, negotiation,
      confirmation, and implementation of a chapter 11 plan of
      reorganization; and

   g. take other action and perform other services as the Debtor
      may require of the firm in connection with its chapter 11
      case.

The Debtor will pay Clark according to these hourly rates:

          Designation                Hourly Rate
          -----------                -----------
          Partner                    $330 - $525
          Associate                  $255 - $350
          Paralegal                  $140 - $155

The firm's professionals who are expected to be most active in the
Debtor's case are:

          Professional               Hourly Rate
          -----------                -----------
          John A. Lapinski, Partner      $500
          Leslie R. Horowitz, Partner    $425
          Stephen E. Hyam, Associate     $350
          Iris C. Palmer, Paralegal      $150

Within a year preceeding the Debtor's bankruptcy filing, from
Oct. 31, 2006, to Oct. 31, 2007, the firm received payments from
the Debtor totaling $231,149 for attorneys' fees, plus $250,000
retainer.  As of Oct. 31, 2007, $250,000 retainer remained on
deposit as retainer.

To the best of the Debtor's knowledge, Clark & Trevithick has no
interest materially adverse to the interest of the estate.

The firm can be reached at:

             Clark & Trevithick
             800 Wilshire Boulevard, 12th Floor
             Los Angeles, CA 90017
             Tel: (213) 629-5700
             Fax: (213) 624-9441
             http://www.clarktrev.com/

                      About Thorpe Insulation

Long Beach, California-based Thorpe Insulation Company, formerly
Plant Insulation Company, was incorporated in April 10, 1948.  It
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.  
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.

Pacific is a southwest commercial and industrial insulation
distributor and fabricator with locations in Southern and Northern
California, Arizona, and Nevada.  It provides pipe, air handling,
fire barrier, board and blanket insulation as well as adhesives,
mastics and sealants.  Pacific has never installed or sold any
materials containing asbestos. It currently has 55 full-time
employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.


TRANSAX INT'L: Sept. 30 Balance Sheet Upside-Down by $3.3 Million
-----------------------------------------------------------------
Transax International Limited's consolidated balance sheet at
Sept. 30, 2007, showed $2,112,254 in total assets and $5,481,383
in total liabilities, resulting in a $3,369,129 total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $904,785 in total current assets
available to pay $5,021,264 in total current liabilities.

The company reported a net loss of $59,460 on revenues of
$1,328,636 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $623,578 on revenues of $1,115,930 in the same
period last year.

The increase in revenues is due to an increase in installations of
the company's software or hardware devices at healthcare
providers' locations in Brazil.

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?25d0

                      Going Concern Doubt

Moore Stephens P.C., in New York, expressed substantial doubt
about Transax International Limited's ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's accumulated losses from operations,  
working capital deficiency and net capital deficiency at Dec. 31,
2006.   

In addition, since fiscal 2000, the company has been deficient in
the payment of Brazilian payroll taxes and Social Security taxes.
At Sept. 30, 2007, these deficiencies, including interest and
fines, amounted to approximately $1,013,000.                                 
     

                   About Transax International

Based in Miami, Florida, Transax International Limited (OTC BB:
TNSX.OB) -- http://www.transax.com/-- primarily through its  
wholly-owned subsidiary, Medlink Conectividade em Saude Ltda. is
an international provider of information network solutions
specifically designed for healthcare providers and health
insurance companies.  The company has offices located in
Miami, Florida and Rio de Janeiro, Brazil.


TRAVELCLICK HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Schaumburg, Illinois-based TravelCLICK Holdings
Inc., a provider of marketing and inventory distribution solutions
primarily to independent hotels.  The outlook is positive.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's $105 million senior secured
financing.  The first-lien facilities, comprised of a $15 million
revolving credit facility and a $90 million term loan B, are rated
'B+', with a recovery rating of '2', indicating the expectation
for substantial (70%-90%) recovery in the event of a payment
default.  All ratings are based on preliminary offering statements
and are subject to review upon final documentation.
     
Proceeds from the first-lien term loan, totaling $90 million, will
be used to partially finance the acquisition of the company by
Genstar Capital.
     
"The ratings reflect the company's leveraged post-acquisition
financial profile, reliance on its global distribution system
relationships, and limited track record of operational performance
at current levels," said Standard & Poor's credit analyst Molly
Toll-Reed.  "These factors are offset partially by moderate
barriers to entry and favorable industry dynamics."


TREY RESOURCES: Unit Inks LOI to Sell Assets to SWK Solutions
-------------------------------------------------------------
Trey Resources Inc.'s subsidiary, SWK Technologies Inc. has
entered into a letter of intent to sell the majority
of its assets and liabilities to SWK Solutions LLC, a limited
liability company formed by Jeffrey D. Roth, CEO of SWK
Technologies Inc. and its management team.

The transaction is expected to close during the first quarter of
2008.

"Trey has grown in a short period of time from a company with no
revenue, back in May 2004, to a company which is reporting sales
results at a run rate of $7.4 million per year, Mark Meller, CEO
of Trey Resources, said.  "We have been presented with an
opportunity to sell SWK at a significant profit over our
investment, and believe it is in the best interest of both the
company and SWK's management to sell the company at this time."

"While terms of the transaction have not as yet been made public,
I can state that Trey will be debt free following the transaction,
and will also have significant cash available to it," Mr. Meller
added.  "Our plan will be to acquire a more substantial company in
another high growth industry in the near
future.  We will immediately begin interviewing investment banks
to assist us in this process."

"We have a strong team that is committed to growing the company,"
Jeffrey D. Roth, CEO of SWK Technologies, stated.  "We are well
positioned in our core geographic markets and see tremendous
growth opportunities from new products and services. We look
forward to operating as an independent company."

                       About Trey Resources

Headquartered in Livingston, New Jersey, Trey Resources Inc. (OTC
BB: TYRIA.OB) -- http://www.treyresources.com/-- is an  
information technology and software company.  Through its
principal operating subsidiary, SWK Technologies, the company is a
value added reseller of Best Software's financial accounting
software, including MAS90, MAS200, MAS500, and BusinessWorks.  
Trey also publishes MAPADOC, its own proprietary electronic data   
interchange software.  In addition, the company provides network
service and business consulting services for its clients, which
includes providing Sarbanes Oxley (SOX 404) technology audits for
public companies.

Trey Resources Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $2,282,762 in total assets and $6,294,319 in total
liabilities, resulting in a $4,011,557 total shareholders'
deficit.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 21, 2007,
Bagell, Josephs, Levine & Company LLC, in Gibbsboro, New Jersey,
expressed substantial doubt about Trey Resources Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
substantial accumulated deficits and operating losses.


TRIBUNE COMPANY: FCC to Decide on Temporary Waiver Today
--------------------------------------------------------
Federal Communications Commission Chairman Kevin Martin had
proposed to hold a vote today, Nov. 29, 2007, on granting the
Tribune Company temporary waivers from the agency's cross-media-
ownership rule, Corey Boles of The Wall Street Journal reports.

The waivers would allow the company's privatization deal with
real-estate magnate Sam Zell to go forward by the end of the year,
WSJ relates.

                        Company Statement

Tribune Company Chairman, President and Chief Executive Officer
Dennis FitzSimons said in a press statement Wednesday that the
FCC's proposal, "if approved, will enable Tribune's going private
transaction to close by the end of the year."

"We are pleased with Chairman Martin's proposal," Mr. FitzSimons
said.  "This will allow Tribune's local media outlets to continue
their commitment to outstanding journalism and service to our
readers, viewers, listeners and advertisers."

                        Privatization Deal

As reported in the Troubled Company Reporter on Aug. 23, 2007,
Tribune Company shareholders have approved the company's going-
private transaction with Sam Zell.  

At the company's special shareholders meeting in Chicago,
approximately 97% of the shares voted were cast in favor of the
merger.  The number of shares voted in favor of the merger
represented approximately 65% of the total shares outstanding and
entitled to vote at the meeting.

In April 2007, Tribune disclosed that the transaction will result
in Tribune shareholders receiving $34 per share.  Sam Zell
supported the transaction with a $315 million investment.  

Tribune said it has financing commitments from Citigroup, Merrill
Lynch and JPMorgan Chase to fund the transactions.  In the first
stage, Tribune will raise $7.0 billion of new debt of which
$4.2 billion will be used to complete the tender offer and the
remaining $2.8 billion will be used to refinance existing bank
credit facilities.  In the second stage, Tribune said it will
raise an additional $4.2 billion of debt which will be used to buy
all the remaining outstanding shares of the company.  

                      About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating    
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

Moody's Investor Services placed Tribune Company's long
term family rating and probability of default rating at Ba3
in April 2007.  The ratings still hold to date.


TRICADIA CDO: S&P Puts 'BB' Rating on Class F Notes Under Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-X, A-2, B, C, D, E, and F notes issued by Tricadia CDO 2007-8
Ltd. on CreditWatch with negative implications.  Tricadia CDO
2007-8 Ltd. is a CDO of CDOs transaction originated in April of
2007 that triggered an event of default (EOD) under section 5.1(h)
of its indenture.  This section of the indenture specifies an EOD
if the ratio calculated by dividing the net outstanding collateral
balance by the sum of the aggregate principal amount of the class
A and B notes falls below 100%.

At the same time, S&P's ratings on ACA ABS CDO 2006-1 Ltd. remain
on CreditWatch negative, where they were placed on Oct. 22, 2007.  
On Nov. 21, 2007, ACA ABS CDO 2006-1 triggered an EOD under
section 5.01(h) of the indenture dated Apr. 27, 2006, when its
senior class A overcollateralization ratio fell below 100%.

When Standard & Poor's receives EOD notices, S&P place all
affected note ratings on CreditWatch with negative implications.


            Ratings Placed on Creditwatch Negative

                                               Rating
                                               ------
  Transaction               Class       To               From
  -----------               -----       --               ----
  Tricadia CDO 2007-8 Ltd.  A-X         AAA/Watch Neg    AAA
  Tricadia CDO 2007-8 Ltd.  A-2         AAA/Watch Neg    AAA
  Tricadia CDO 2007-8 Ltd.  B           AA/Watch Neg     AA
  Tricadia CDO 2007-8 Ltd.  C           A/Watch Neg      A
  Tricadia CDO 2007-8 Ltd.  D           BBB/Watch Neg    BBB
  Tricadia CDO 2007-8 Ltd.  E           BBB-/Watch Neg   BBB-
  Tricadia CDO 2007-8 Ltd.  F           BB/Watch Neg     BB

            Ratings Remaining on Creditwatch Negative

                      ACA ABS CDO 2006-1 Ltd.
  
                         Class     Rating
                         -----     ------
                         A-1LB     AA/Watch Neg
                         A-2L      BBB/Watch Neg
                         A-3L      B+/Watch Neg
                         B-1L      B-/Watch Neg

                   Other Outstanding Ratings

          Transaction               Class       Rating
          -----------               -----       ------
          ACA ABS CDO 2006-1 Ltd.   A-1LA       AAA
          Tricadia CDO 2007-8 Ltd.  A-1VF       AAA


TRUMAN CAPITAL: Moody's Cuts Rating on Two Classes Loan to B3
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
tranches issued in two separate mortgage transactions.  The
collateral backing each tranche consists primarily of first-lien,
fixed- and adjustable-rate scratch and dent mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has been reduced from losses, causing the protection
available to the subordinate bonds to be diminished.

Complete rating actions are:

Issuer: Truman Capital Mortgage Loan Trust 2004-1
  -- Cl. M-1, Downgraded to Baa1 from Aa2
  -- Cl. M-2, Downgraded to B3 from Baa2
  -- Cl. M-3, Downgraded to C from B1

Issuer: Truman Capital Mortgage Loan Trust 2004-2
  -- Cl. M-3, Downgraded to Ba2 from Baa1
  -- Cl. M-4, Downgraded to B3 from Baa2


TYCO INTERNATIONAL: Receives Notice of Default from Bank of NY
--------------------------------------------------------------
In its annual report filed Tuesday with the Securities and
Exchange Commission, Tyco International Ltd. said that on Nov. 8,
2007, The Bank of New York, bond holder, delivered to the company
a notice of events of default.

The notice claims that the actions taken by the company in
connection with its separation into three public entities
constitute events of default under the indentures.  The claims
made in the notice of events of default are the same as those
alleged by BONY in a litigation filed in the United States
District Court for the Southern District of New York in June 2007.

The company continues to believe that no default or event of
default has occurred.

The indentures provide for a 90-day cure period following delivery
of the notice of default, after which BONY could declare any
outstanding amounts under the indentures immediately due and
payable.  The company said it would contest the acceleration.

Tyco International Group SA, Tyco International Finance SA and
Tyco continue to believe that the separation and the proposed
supplemental indentures are permitted under the indentures and
that no "make-whole" amount is payable.  The company intends to
vigorously defend the claims of default and believes it will
prevail in legal proceedings.

The companies said that if it did not have liquidity available to
repay the outstanding debt under the 1998 and 2003 indentures
under our 364-day bridge facility, an acceleration of the
outstanding notes would have permitted a majority of the lenders
under each of their bank and letter of credit facilities to demand
repayment of amounts outstanding under those facilities, and to
terminate their commitments to extend additional credit
thereunder.

                 Additional $4 Billion Bridge Loan

As a result, on Nov. 27, 2007, the company secured additional firm
commitments from certain of its lenders under the bridge facility,
providing the company with additional borrowings of up to $4.0
billion to repay such notes.

The additional commitments expire on, and any borrowings under the
facility would mature on, Nov. 25, 2008.  The facility may only be
used to repay, settle or otherwise extinguish the amounts required
to be paid in connection with the litigation with BONY.

As reported in the Troubled Company Reporter on May 18, 2007,
on Jan. 13, 2006, Tyco's Board of Directors approved a plan to
separate the company into three separate, publicly traded
companies -- Tyco Healthcare, Tyco Electronics and a combination
of Tyco Fire and Security and Engineered Products and Services.

The company intended to accomplish the proposed separation through
tax-free stock dividends to Tyco shareholders.  Following the
proposed separation, Tyco's shareholders will own 100% of the
equity in all three companies.

On June 4, 2007, The Bank of New York, as indenture trustee under
the indentures dated as of June 9, 1998 and Nov. 12, 2003, of
TIGSA, a wholly-owned subsidiary of Tyco, commenced an action
against TIGSA and Tyco in the U.S. District Court for the Southern
District of New York.  BONY served an amended complaint on Oct.
18, 2007, which added TIFSA as an additional defendant.  As
amended, the complaint alleges that the deparation breached the
indentures and seeks damages on behalf of noteholders in excess of
$4.1 billion.

                            About Tyco

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
(BSX: TYC) -- http://www.tyco.com/-- provides vital products and   
services to customers in four business segments: Electronics, Fire
& Security, Healthcare, and Engineered Products & Services.  With
2006 revenue of $41 billion, Tyco employs approximately 240,000
people worldwide.


UAL CORP: Proposed Amendment Prompts S&P to Hold 'B' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on UAL Corp. and subsidiary United Air Lines Inc.
following disclosure of a proposed amendment to United's bank
credit agreement that would permit UAL to pursue "shareholder
initiatives" (which could include a special dividend or share
repurchases) of up to $500 million.  The outlook remains stable.
     
"We consider the move evidence of an aggressive financial policy,
given UAL's speculative-grade credit quality and the cloudy
airline industry outlook," said Standard & Poor's credit analyst
Philip Baggaley.
     
UAL has, since emerging from bankruptcy in early 2006, paid down
$2.7 billion of debt and improved its operating performance
substantially.  "Accordingly," said Mr. Baggaley, "our current
rating and outlook on UAL and United can accommodate the possible
shareholder initiative, even considering a likely near-term
decline in earnings and cash flow due to high fuel prices and a
slowing U.S. economy."
     
UAL's corporate credit rating reflects United's participation in
the price-competitive, cyclical, and capital-intensive airline
industry; pricing pressure from low-cost carriers in the U.S.
domestic market; and an overall highly leveraged financial
profile.  These weaknesses are mitigated by United's
extensive and well-positioned route system and by reductions in
labor costs and financial obligations achieved in bankruptcy
reorganization.  Chicago-based United is the second-largest U.S.
airline, with strong positions in the Midwest and Western U.S. and
on trans-Pacific routes and a solid position on trans-Atlantic
routes.


UAL CORP: Planned Amendment Cues Moody's to Hold B2 Rating
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of UAL Corp. debt -
- corporate family rating at B2 -- following the company's
announced plans to amend its $2.055 billion bank credit facilities
(comprising a term loan facility of $1.8 billion and a revolving
credit facility of $255 million) to provide the flexibility to
implement up to $500 million of shareholder initiatives.  This
level of shareholder initiatives would likely be within United's
anticipated free cash flow and should still preserve the company's
adequate level of liquidity.  The outlook remains stable.

Nonetheless, Moody's notes that any execution of share repurchase
activity or a dividend would represent a change in United's
financial policy from the practice of paying down debt and
building liquidity since the company emerged from bankruptcy just
20 months ago.

Moody's anticipates that any shareholder initiatives, the amount
or form of which has yet to be determined, will be implemented
over time.  A measured approach would allow United the flexibility
to modify its actions to the extent the business environment
changes.  Moody's believes preserving flexibility is particularly
important to the company at this time given limited visibility on
passenger demand and the high fuel costs, along with renewed
pressures for consolidation in the U.S. airline industry.

Since emerging from bankruptcy, United has recorded progressively
better profitability given its lowered cost structure as well as
strong passenger demand.  United has used the cash flow to reduce
its debt burden; debt (using Moody's standard adjustments) was
$17.4 billion as of Sept. 30, 2007, down from $19.3 billion at
emergence.  The trend of improving credit metrics could be
favorable for the ratings, particularly if current strong
operating conditions continue.  However, the company's proposal to
seek an amendment to its credit facility suggests a somewhat more
aggressive financial posture amid industry and economic
volatility.  The shareholder enhancements, when viewed in light of
the company's limited forward visibility, could limit United's
financial flexibility and slow any positive developments for the
ratings.


UNIVERSAL GUARDIAN: Inks Merger Term Sheet with Isonics
-------------------------------------------------------
Universal Guardian Holdings Inc. entered, on Nov. 16, 2007, into a
non-binding term sheet with Isonics Corporation to complete a
merger by which Isonics will acquire all of the outstanding shares
of Universal Guardian.

"Universal Guardian believes that, if completed, this will be a
synergistic merger between UG Services and UG Products with
Isonics' Protection Plus Security Corporation subsidiary based in
New York," Kevin Westcott, president and COO of Universal
Guardian, stated.

The non-binding term sheet contemplates a tax-free reorganization
for the shareholders of Universal Guardian pursuant to which they
would receive Isonics common stock with an aggregate value of
approximately $10.3 million, with the price of Isonics common
stock to be valued at 100% of the 5-day volume weighted average
price of Isonics common stock after shareholder approval.

Existing Universal Guardian debt holders would receive shares of
Isonics convertible preferred stock.  The preferred stock is
expected to have a conversion price equal to 100% of the 5-day
VWAP of Isonics common stock following shareholder approval.

The obligations of Isonics and Universal Guardian to complete the
transaction are subject to a number of conditions precedent and,
therefore, there can be no assurance that Isonics or Universal
Guardian will complete the transaction at all or on the same terms
contemplated.  Among the material conditions precedent are:

   1) The parties must execute a definitive merger agreement by
      Dec. 31, 2007, subject to Isonics' and Universal
      Guardian's shareholders' approval and approved in advance
      of such execution by the boards of directors of Isonics
      and Universal Guardian, otherwise each party will have
      the right to withdraw from the transaction;
    
   2) Agreement by the holders of the Universal Guardian
      convertible debentures as described above;
    
   3) Agreement by Isonics' principal debt holder, Y.A. Global
      Investments L.P. to waive certain existing and
      prospective defaults under certain Isonics debt
      instruments for a period of one year from the date of the
      closing of the merger;
   
   4) The infusion of $4.0 million in financing, which, if
      equity financing, will be payable or issuable in post-
      merger Isonics equity;
   
   5) Satisfactory due diligence by the parties;
    
   6) Continued listing of Isonics common stock on the NASDAQ
      Capital Market through the date of the closing of the
      merger, otherwise each party will have the right to
      withdraw from the transaction;
    
   7) Approval of the merger by the shareholders of Universal
      Guardian and Isonics;
    
   8) Registration by Isonics of all common stock to be granted
      to the Universal Guardian shareholders prior to the date
      of the closing of the merger; and
    
   9) Satisfaction of other normal closing conditions such as
      the continuing accuracy of all representations,  
      warranties, obtaining all necessary consents and
      approvals, no material adverse changes, and execution of
      appropriate employment agreements.

                  About Isonics Corporation

Based in Golden, Colorado, Isonics Corp. (NasdaqCM: ISON) --
http://www.isonics.com/-- develops, manufactures, and markets     
various specialty chemicals used in semiconductor devices, medical
diagnostics, imaging and therapy, drug development, and energy
production.

                      About Universal Guardian

Universal Guardian Holdings Inc. (OTC BB: UGHO.OB) --
http://www.UniversalGuardian.com/-- and its subsidiaries provide  
a comprehensive range of security products, systems, and services
designed to mitigate terrorist and security threats worldwide.

For the six-month interim period ended June 30, 2007, the company
incurred a net loss of $9.8 million and used cash for operating
activities of $3.3 million, and had an accumulated deficit of
$34.3 million at June 30, 2007.  The company now anticipates that
it will need to raise approximately $2,000,000 in additional
capital to execute its plan of operation as it relates to the
growth and profitability of the UG Services Group over the next
twelve months.  

                    Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 30, 2007,
AJ. Robbins PC in Denver, expressed substantial doubt about
Universal Guardian Holdings Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the year ended Dec. 31, 2006.  The auditing firm
reported that the company has experienced recurring losses and
negative cash flows from operations and has a capital deficit at
Dec. 31, 2006.


VICTOR BELLO: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Victor M. Bello
         Maridee Bello
         68 Carriage Stone Drive
         Chagrin Falls, OH 44022

Bankruptcy Case No.: 07-18985

Chapter 11 Petition Date: November 27, 2007

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtors' Counsel: Robert J. Fedor, Jr., Esq.
                  Robert J. Fedor, Esq., LLC
                  2001 Crocker Road
                  Suite 216
                  Westlake, OH 44145
                  Tel: (440) 250-9709
                  Fax: (440) 250-9714

Total Assets:   $489,571

Total Debts:  $1,034,335

Debtors' list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         Unpaid Income           $390,565
Special Procedures               Taxes - 1992, 1993
1240 East Ninth Street           1994, 1995 , 1998
Room 457                         2003
Cleveland, OH 44199

                                 Outstanding             $216,825
                                 Individual Income
                                 Taxes - various years

Ohio Department of Taxation      Unpaid Income Taxes      $47,457
Bankruptcy Division
30 East Broad, 23rd Floor
Columbus, OH 43215

Margaret Thomas                  Personal Loan            $47,000
68 Carriage Stone Drive
Chagrin Falls, OH 44022

American Express                 Credit Card              $25,520

MBNA America                     Credit Card              $24,334

Jeffrey Kissinger                Personal Loan            $13,000

Sky Bank                         Credit Card               $7,089

AAA Financial Services           Credit Card               $5,269

Capital One                      Credit Card               $3,000

Clinic Physicians Services       Medical Services            $798


WACHOVIA BANK: Moody's Assigns B3 Rating on $5.547 Million Trust
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Wachovia Bank Commercial Mortgage Trust
Series 2007-C34.  The provisional ratings issued on 10/23/07 have
been replaced with these definitive ratings:

  -- Class Cl. A-1, $18,111,000, rated Aaa
  -- Class Cl. A-2, $178,441,000, rated Aaa
  -- Class Cl. A-PB, $48,817,000, rated Aaa
  -- Class Cl. A-3, $474,091,000, rated Aaa
  -- Class Cl. A-1A, $316,144,000, rated Aaa
  -- Class Cl. IO, $1,479,435,064*, rated Aaa
  -- Class Cl. A-M, $147,944,000, rated Aaa
  -- Class Cl. A-J, $88,766,000, rated Aaa
  -- Class Cl. B, $18,493,000, rated Aa1
  -- Class Cl. C, $16,643,000, rated Aa2
  -- Class Cl. D, $16,644,000, rated Aa3
  -- Class Cl. E, $11,096,000, rated A1
  -- Class Cl. F, $12,945,000, rated A2
  -- Class Cl. G, $16,643,000, rated A3
  -- Class Cl. H, $18,493,000, rated Baa1
  -- Class Cl. J, $18,493,000, rated Baa2
  -- Class Cl. K, $14,795,000, rated Baa3
  -- Class Cl. L, $11,095,000, rated Ba1
  -- Class Cl. M, $5,548,000, rated Ba2
  -- Class Cl. N, $7,397,000, rated Ba3
  -- Class Cl. O, $3,699,000, rated B1
  -- Class Cl. P, $3,699,000, rated B2
  -- Class Cl. Q, $5,547,000, rated B3

* Approximate notional amount


WACHOVIA MORTGAGE: Moody's Cuts Rating on Two Classes to Ba1
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 8 tranches
from 2 deals issued by Wachovia Mortgage Loan Trust in 2006.  The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, Alt-A mortgage loans.

The ratings were downgraded 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: Wachovia Mortgage Loan Trust, Series 2006-ALT1

  -- Cl. M-3, Downgraded to A2, previously A1,
  -- Cl. M-4, Downgraded to Baa1, previously A2,
  -- Cl. B-1, Downgraded to Ba1, previously Baa1,
  -- Cl. B-2, Downgraded to Ba3, previously Baa3.

Issuer: Wachovia Mortgage Loan Trust, Series 2006-AMN1

  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Baa2, previously Baa1,
  -- Cl. B-2, Downgraded to Baa3, previously Baa2,
  -- Cl. B-3, Downgraded to Ba1, previously Baa3.


WELLS FARGO: Fitch Rates $2.234MM Class B-5 Certificates at B
-------------------------------------------------------------
Fitch Ratings has assigned these ratings to Wells Fargo Mortgage
Backed Securities mortgage pass-through certificates, series 2007-
AR7:

  -- $1,064,313,100 classes A-1 and A-R 'AAA';
  -- $20,661,000 class B-1 'AA';
  -- $11,727,000 class B-2 'A';
  -- $4,467,000 class B-3 'BBB';
  -- $7,817,000 class B-4 'BB';
  -- $2,234,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 4.70%
subordination provided by the 1.85% class B-1, 1.05% class B-2,
0.40% class B-3, 0.70% privately offered class B-4, 0.20%
privately offered class B-5, and 0.50% privately offered class B-
6.  The class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by a pool of mortgage loans, which
consists of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately five years.  Thereafter, the
interest rate will adjust on an annual basis.  The interest rate
of each mortgage loan will adjust to equal the sum of the index
and a gross margin.  Approximately 88.29% of the mortgage loans
are interest-only loans, which require only payments of interest
until the month following the first adjustment date.

The mortgage loans have an aggregate principal balance of
approximately $1,116,803,961 as of the cut-off date (Nov. 1,
2007), an average balance of $508,795 a weighted average remaining
term to maturity of 358 months, a weighted average original loan-
to-value ratio of 74.49%, and a weighted average coupon of 6.592%.  
Rate/Term and equity take-out refinances account for 20.77% and
12.57% of the loans, respectively.  The weighted average original
FICO credit score of the loans is 739.  Owner-occupied properties
and second homes comprise 85.01% and 8.19% of the loans,
respectively.  The state that represents the largest geographic
concentration is California (42.71%).  All other states represent
less than 5% of the aggregate pool balance as of the cut-off date.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
which deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer, master servicer, paying agent, and custodian, and HSBC
Bank USA, N.A. will act as trustee.  For federal income tax
purposes, elections will be made to treat the trust as a real
estate mortgage investment conduit.


WHERIFY WIRELESS: Sept. 30 Balance Sheet Upside-Down by $13.8 Mil.
------------------------------------------------------------------
Wherify Wireless Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $4.5 million in total assets and $18.3 million in
total liabilities, resulting in a $13.8 million total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $3.4 million in total current
assets available to pay $18.3 million in total current
liabilities.

The company reported a net loss of $2.2 million on revenues of
$785,583 for the first quarter ended Sept. 30, 2007, compared with
a net loss of $15.7 million on revenues of $184,321 in the same
period a year ago.

Net revenues for the three months ended Sept. 30, 2007, were
primarily generated by Wherifone and related products of $744,295
and $41,288 for FACES.  Net revenues for three months ended
Sept. 30, 2006, included $134,001 of Wherifone product sales and
$50,320 of sales related to the FACES products.

No derivative gain or loss was recorded in the quarter ended
Sept. 30, 2007, compared to a derivative loss of $11.5 million in
the 2006 quarter, associated with the secured convertible
debentures in March 2006.

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?25d3

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Wherify Wireless Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended June 30, 2007.  The auditing firm pointed to the
company's recurring losses from operations and working capital
deficiency.

                   About Wherify Wireless Inc.

Based in Redwood Shores, California, Wherify Wireless Inc. (OTC
BB: WFYW) -- http://www.wherifywireless.com/-- develops patented  
wireless location products and services for family safety and
business communications.


WILLIAM SPURGEON: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William Hubert Ellis Spurgeon
        4760 Sevierville Road
        Maryville, TN 37804

Bankruptcy Case No.: 07-34063

Chapter 11 Petition Date: November 27, 2007

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Fax: (865) 525-0858

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Green Bank                       209 Doc Norton Road     $780,000
c/o Mary D. Miller, Esq.                                 Secured:
P.O. Box 26230                                           $700,000
Knoxville, TN 37912

Cardmember Services              Credit Card               $6,113
P.O. Box 5250
Carol Stream, IL 60197-9641

Chase Bank                       Credit Card               $4,837
c/o Valentine & Kebartas, Inc.
P.O. Box 325
Lawrence, MA 01842-0625

American Express                 Credit Card               $1,971

Discover Card                    Credit Card               $1,414

Sterling Engineering             Surveying                 $1,372

Highland South Funeral Home      Funeral                   $1,318

Amerigas                         Gas                         $550

Capital One Bank                 Credit Card                 $382

A&A Waste Removal                Waste Removal               $325
                                 Services

Household Bank                   Credit Card                  $59

Charles Hutson, M.D.             Medical                      $26

Airgas                           Gas                          $13

Knoxville Emergency              Medical Services             $11
Physicians Group


WORKFLOW MANAGEMENT: S&P Places 'B' Rating Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Workflow
Management Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications.

"The CreditWatch listing reflects continued weakness in operating
performance through the third quarter of fiscal 2007, leading to
greater concern about the company's ability to improve cash flows
to levels sufficient to cover fixed charges, including increased
principal amortization payments in 2008," said Standard & Poor's
credit analyst Guido DeAscanis.

Trends in operating performance have also resulted in a tighter
cushion relative to financial covenants, in particular the
company's minimum EBITDA and interest coverage covenants.  In
resolving the CreditWatch listing, Standard & Poor's will consider
the company's near-term business prospects, as well as its options
for improving its liquidity position.


ZUFFA LLC: Poor Performance Cues S&P's Ratings Downgrades
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Las
Vegas-based Zuffa LLC (dba Ultimate Fighting Championship).  The
corporate credit rating was lowered to 'BB-' from 'BB'.  The
rating outlook is negative.
     
The issue-level rating on Zuffa's $350 million senior secured
credit facilities was lowered to 'BB-', from 'BB'.  The recovery
rating on this debt remains at '3', indicating that lenders can
expect meaningful (50%-70%) recovery in the event
of a payment default.
      
"The downgrade follows the second consecutive quarter of operating
performance that was meaningfully below our expectations," said
Standard & Poor's credit analyst Guido DeAscanis.
     
While underperformance during the quarter ended June 30, 2007 was
driven principally by challenges related to Zuffa's international
operations, revenues from the company's domestic pay-per-view
events declined during the third quarter of fiscal 2007 at a low-
single-digit rate.  In particular, the company experienced a
meaningful decline in buys during the three-month period for UFC-
branded PPV events, as compared to S&P's expectation for continued
strong growth.  Given Zuffa's reliance on the UFC brand and lower
growth prospects internationally, the company's ability to grow
its core UFC operations is integral to maintaining the current
rating.  Based on the company's revised guidance, revenue and cash
flow generation is expected to remain weak through the fourth
quarter of 2007.
     
The 'BB-' rating reflects Zuffa's revenue and cash flow volatility
given its primarily event-driven business model, vulnerability to
changing consumer tastes, and relatively short operating history.  
These risks partly are offset by the company's well-recognized UFC
brand, healthy free cash flow conversion, and modest expected debt
leverage.  Zuffa produces live and taped mixed martial arts
content, which is distributed primarily through PPV and cable
television.  Roughly 75% of revenues are event based and depend
largely on the number of PPV buys and, to a lesser extent, tickets
sold at the gate for the company's MMA contests.  The other 25% of
revenues are committed through contractual arrangements with
Viacom Inc.'s Spike TV channel (which was extended through 2011)
and various sponsors.


* Euler Hermes Says Business Bankruptcy Numbers Continue to Rise
----------------------------------------------------------------
The number of U.S. business bankruptcies continues to rise in
2007, as the third quarter filings showed yet another increase in
the number of businesses seeking protection from creditors.  The
increase continues to reflect the business insolvency forecast
produced by leading accounts receivable insurer Euler Hermes ACI
earlier this year.

According to the U.S. Bankruptcy Courts, 7,167 businesses declared
bankruptcy in the third quarter of 2007, bringing the total for
2007 to 20,152.  The third-quarter figure shows a series of upward
trends, including:

   -- A 7% increase over the second quarter of 2007

   -- A 35% year-over-year increase from the second quarter of
      2006

   -- A 45% increase for the first half of 2007 in comparison to
      the first half of 2006

   -- The number of business bankruptcies through three quarters
      of 2007 (20,152) now eclipses the total number for 2006
      (19,695)

The Euler Hermes business failures forecast is projecting a return
to 30,000 business bankruptcies in 2007 - a 51% increase over
2006.  This follows a spectacular, but one-off, reduction in
business failures last year, when the number of corporate
insolvencies dropped by 50% due to a 2005 change in U.S.
bankruptcy legislation.

"Businesses today are facing serious headwinds from a slowing
economy and an increase in the cost of doing business,\u201d said
Euler Hermes ACI Chief Economist Daniel C. North, who has said
that the three most serious economic issues remain the effects of
increased energy, raw material, and labor costs; the effects of
monetary policy tightening by the Federal Reserve in 2004-2006;
and the "decimated\u201d housing market and its effects on
consumers and businesses.

With business bankruptcy levels increasing, business leaders will
need to be more vigilant regarding B-to-B accounts receivable by
utilizing accounts receivable management products and services,
such as trade credit insurance and third-party commercial
collections.

                       About Euler Hermes

Headquartered in Owings Mills, Maryland, Euler Hermes ACI --
http://www.eulerhermes.com/usa-- is the U.S. subsidiary of
the Euler Hermes Group.  In addition Euler Hermes ACI is North
America's oldest and largest provider of trade credit insurance
and accounts receivable management solutions.  Euler Hermes
ACI provides receivables management services that includes
commercial third party collections, receivables management
outsourcing, and international collections.  With 5,800 employees
in 49 countries, Euler Hermes offers services for the management
of B-to-B trade receivables and posted a consolidated turnover of
EUR2.01 billion in 2006.  Euler Hermes, subsidiary of AGF and a
member of the Allianz group, is listed on Euronext Paris.  The
group and its principal credit insurance subsidiaries are rated
AA- by Standard & Poor's.


* Steve Hedberg Nominated to American College of Bankruptcy Board
-----------------------------------------------------------------
Steve Hedberg, national chair of Perkins Coie's Insolvency
practice, and Portland, Oregon managing partner has been nominated
by the Board of Regents of the American College of Bankruptcy to
become a Fellow of the College.  Fellowship into the honorary
organization is by invitation only.

Mr. Hedberg's induction into the College will take place in March
2008 in Washington, D.C.

According to the American College of Bankruptcy, nominees are
extended an invitation to join based on a proven record of the
highest standards of professionalism and service to the
profession.

"Steve embodies the traits of professionalism, integrity and
leadership and is well deserving of this honor," said Robert
Giles, firmwide managing partner.  "We are delighted that he has
been recognized by his peers to be a Fellow of the College. Steve
will be one of only about 650 Fellows in the United States and one
of only 12 sitting Fellows in Oregon and Washington."

Mr. Hedberg has more than 20 years of experience working with
clients to solve complex commercial and economic issues related to
insolvent companies.  He advises clients seeking cost-effective
and creative ways to both resolve insolvency problems and take
advantage of opportunities presented in insolvency circumstances.

                       About Perkins Coie

Headquartered in Seattle, Washington, Perkins Coie --
http://www.perkinscoie.com/-- offers a full spectrum of legal  
services.  With more than 650 lawyers in 15 offices across the
United States and in China, the firm serves great companies
ranging in size from start-ups to FORTUNE 100.  The firm has
international capability through its offices in Beijing and
Shanghai.  The firm was named to FORTUNE magazine's "100 Best
Companies to Work For" in 2003, 2004, 2005, 2006 and 2007.  


*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 80 Nassau Corp.
   Bankr. S.D. N.Y. Case No. 07-13692
      Chapter 11 Petition filed November 20, 2007
         See http://bankrupt.com/misc/nysb07-13692.pdf

In Re 625 9th Corp.
   Bankr. S.D. N.Y. Case No. 07-13695
      Chapter 11 Petition filed November 20, 2007
         See http://bankrupt.com/misc/nysb07-13695.pdf

In Re MicroLight Research, Inc.
   Bankr. D. Ariz. Case No. 07-06264
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/azb07-06264.pdf

In Re Miller Engineering, Inc.
   Bankr. S.D. Fla. Case No. 07-20298
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/flsb07-20298.pdf

In Re H.&B. Industries, Inc.
   Bankr. E.D. Mich. Case No. 07-34097
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/mieb07-34097.pdf

In Re Dave J. Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 07-63804
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/mieb07-63804.pdf

In Re Chayban Tailors and Cleaners, Inc.
   Bankr. W.D. N.Y. Case No. 07-04791
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/nywb07-04791.pdf

In Re Building Blocks to Learning Coalition, Inc.
   Bankr. W.D. N.Y. Case No. 07-04792
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/nywb07-04792.pdf

In Re V.I.P. Parking, Inc.
   Bankr. N.D. Calif. Case No. 07-44022
      Chapter 11 Petition filed November 21, 2007
         Filed as Pro Se

In Re Pesa Properties, Inc.
   Bankr. D.C. Case No. 07-00625
      Chapter 11 Petition filed November 21, 2007
         Filed as Pro Se

In Re Jeffrey Harrison Edwards
   Bankr. C.D. Calif. Case No. 07-11781
      Chapter 11 Petition filed November 21, 2007
         Filed as Pro Se

In Re Valda Regina Crowder
   Bankr. D.C. Case No. 07-00626
      Chapter 11 Petition filed November 21, 2007
         Filed as Pro Se

In Re Brendan-Hugh Corp.
   Bankr. D.C. Case No. 07-00624
      Chapter 11 Petition filed November 21, 2007
         Filed as Pro Se

In Re Two Brothers Management, Inc.
   Bankr. M.D. Tenn. Case No. 07-08634
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/tnmb07-08634.pdf

In Re Original Hideaway Club, Inc.
   Bankr. N.D. Tex. Case No. 07-35775
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/txnb07-35775.pdf

In Re R.&B. Dismantling, Inc.
   Bankr. S.D. W.Va. Case No. 07-30469
      Chapter 11 Petition filed November 21, 2007
         See http://bankrupt.com/misc/wvsb07-30469.pdf

In Re Team 99, Inc.
   Bankr. N.D. Calif. Case No. 07-53830
      Chapter 11 Petition filed November 22, 2007
         See http://bankrupt.com/misc/canb07-53830.pdf

In Re Tandem Automotive Group, L.L.C.
   Bankr. S.D. Fla. Case No. 07-20320
      Chapter 11 Petition filed November 22, 2007
         See http://bankrupt.com/misc/flsb07-20320.pdf

In Re Keene's Trucking & Land Development, Inc.
   Bankr. M.D. Fla. Case No. 07-11396
      Chapter 11 Petition filed November 23, 2007
         See http://bankrupt.com/misc/flmb07-11396.pdf

In Re T.C.B. Lending Corp.
   Bankr. S.D. Fla. Case No. 07-20322
      Chapter 11 Petition filed November 23, 2007
         Filed as Pro Se

In Re Acer Appliance, Inc.
   Bankr. E.D. Penn. Case No. 07-16899
      Chapter 11 Petition filed November 25, 2007
         See http://bankrupt.com/misc/paeb07-16899.pdf

In Re Trappers Creek, L.L.C.
   Bankr. C.D. Ill. Case No. 07-82646
      Chapter 11 Petition filed November 26, 2007
         See http://bankrupt.com/misc/ilcb07-82646.pdf

In Re Frank Monopoli
   Bankr. D. Md. Case No. 07-21895
      Chapter 11 Petition filed November 26, 2007
         See http://bankrupt.com/misc/mdb07-21895.pdf

In Re Homestyle Farms, L.L.C.
   Bankr. D. N.J. Case No. 07-27351
      Chapter 11 Petition filed November 26, 2007
         See http://bankrupt.com/misc/njb07-27351.pdf

In Re Jericho Eatery, L.L.C.
   Bankr. E.D. N.Y. Case No. 07-74825
      Chapter 11 Petition filed November 26, 2007
         See http://bankrupt.com/misc/nyeb07-74825.pdf

In Re Harvey C. Taylor
   Bankr. W.D. Penn. Case No. 07-27423
      Chapter 11 Petition filed November 26, 2007
         See http://bankrupt.com/misc/pawb07-27423.pdf

In Re John Mandurrago Investment Cos., Inc.
   Bankr. N.D. Calif. Case No. 07-53834
      Chapter 11 Petition filed November 26, 2007
         Filed as Pro Se

In Re Randall Franklin Chambers
   Bankr. E.D. Calif. Case No. 07-30041
      Chapter 11 Petition filed November 26, 2007
         Filed as Pro Se

In Re All Brands, Inc.
   Bankr. E.D. Va. Case No. 07-13605
      Chapter 11 Petition filed November 26, 2007
         See http://bankrupt.com/misc/vaeb07-13605.pdf

In Re K.&M. Construction
   Bankr. W.D. Wis. Case No. 07-14663
      Chapter 11 Petition filed November 26, 2007
         See http://bankrupt.com/misc/wiwb07-14663.pdf

In Re Bobby W. Jester Logging, Inc.
   Bankr. W.D. Ark. Case No. 07-73828
      Chapter 11 Petition filed November 27, 2007
         See http://bankrupt.com/misc/akwb07-73828.pdf

In Re Living Water Properties, Inc.
   Bankr. D. Ariz. Case No. 07-06332
      Chapter 11 Petition filed November 27, 2007
         See http://bankrupt.com/misc/azb07-06332.pdf

In Re Stephan Doody
   Bankr. D. Maine Case No. 07-21086
      Chapter 11 Petition filed November 27, 2007
         See http://bankrupt.com/misc/meb07-21086.pdf

In Re Liberty Farm, Inc.
   Bankr. W.D. Mo. Case No. 07-44215
      Chapter 11 Petition filed November 27, 2007
         See http://bankrupt.com/misc/mowb07-44215.pdf

In Re Innovative Controls, Inc.
   Bankr. W.D. Mo. Case No. 07-61741
      Chapter 11 Petition filed November 27, 2007
         See http://bankrupt.com/misc/mowb07-61741.pdf

In Re 298 Bleeker Corp.
   Bankr. S.D. N.Y. Case No. 07-13747
      Chapter 11 Petition filed November 27, 2007
         See http://bankrupt.com/misc/nysb07-13747.pdf

In Re Norma Navarro
   Bankr. C.D. Calif. Case No. 07-20936
      Chapter 11 Petition filed November 27, 2007
         Filed as Pro Se

In Re Seema Vest, Inc.
   Bankr. M.D. Fla. Case No. 07-05914
      Chapter 11 Petition filed November 27, 2007
         Filed as Pro Se

In Re M.P.F. Management, L.L.C.
   Bankr. S.D. Tex. Case No. 07-38055
      Chapter 11 Petition filed November 27, 2007
         See http://bankrupt.com/misc/txsb07-38055.pdf

In Re Rainier Auto Reconditioning & Accessories, Inc.
   Bankr. W.D. Wash. Case No. 07-44032
      Chapter 11 Petition filed November 27, 2007
         See http://bankrupt.com/misc/wawb07-44032.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, John Paul C. Canonigo, Joseph Medel C.
Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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