TCR_Public/071130.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 30, 2007, Vol. 11, No. 284

                             Headlines



155 EAST: Receives $1.5 Million Deposit on Purchase Agreement
A-TITLE LLC: Case Summary & 20 Largest Unsecured Creditors
AFFINION GROUP: IPO Withdrawal Prompts S&P to Revise Outlook
AIMS WORLDWIDE: Posts $1,119,236 Net Loss in Third Quarter
ALLIANCE IMAGING: Plans to Offer $125 Million of Sr. Sub. Notes

ALLIANCE IMAGING: Moody's Rates Proposed $125MM Senior Notes at B3
AMERICAN GREETINGS: Unit Buying PhotoWorks Inc. for $26.5 Million
AMERIGRAPH LLC: Involuntary Chapter 11 Case Summary
AMERIQUAL GROUP: Weak Credit Profile Prompts Moody's Junk Rating
AMR CORP: Fitch Affirms 'B-' IDR with Positive Outlook

APPTIS INC: Names Paul Leslie as President and COO
APPTIS INC: Moody's Cuts Family Rating to B3 and Revises Outlook
ASPEN EXECUTIVE: Chap. 7 Conversion Hearing Deferred to Dec. 18
ASSET BACKED: Fitch Lowers Ratings to BB- on Two Cert. Classes
ASSET-BACKED: Fitch Takes Rating Actions on Various Classes

AUSTRALIAN FOREST: Sept. 30 Balance Sheet Upside-Down by $12.8MM
BANE GROUP LLC: Case Summary & Two Largest Unsecured Creditors
BARNERT HOSPITAL: DIP Facility Hearing Scheduled on December 6
BUMBLE BEE: Moody's Confirms B1 Corporate Family Rating
CALPINE CORP: Creditors Committee Supports Fourth Amended Plan

CALPINE CORP: Equity Committee Objects to Plan Confirmation
CAPELLA HEALTH: Buys Community Health's Hospitals for $315 Million
CAPELLA HEALTHCARE: $315 Mil. CHS Deal Cues Moody's Rating Review
CDW CORP: High Leveraged Financial Cues S&P's "B" Credit Rating
CHAMPION ENTERPRISES: Tender Offer for 7-5/8% Senior Notes Expires

CHASE MORTGAGE: Fitch Rates $2.5 Million Trust at B
CITY OF WALLER: Moody's Lifts Rating on Bonds to Baa3 from Ba1
COLUMBUS MCKINNON: Moody's Lifts Corporate Family Rating to B3
COMMUNITY HEALTH: Selling Nine Hospitals to Capella for $315 Mil.
CONMED CORP: Good Performance Cues Moody's to Lift Ratings

CONSTELLATION BRANDS: S&P Rates Proposed $500 Million Note at BB-
CONSTELLATION BRAND: Moody's Rates $500 Mil. Senior Notes at Ba3
CREDIT BASED: Fitch Affirms Ratings on $398.7MM Certificates
CREDIT BASED: Fitch Cuts Rating on Class B-3 to B from B+
CS 2006-TFL2: Fitch Rates $5.5 Million Class ARG-B Trust at BB-

CUNNINGHAM LINDSEY: S&P Affirms 'B-' Counterparty Credit Rating
DANA CORP: Indiana and Pine Tree Object to Plan Confirmation
DANA CORP: Creditors Committee Supports Appaloosa Settlement Pact
DANA CORP: Noteholders Balk at Appaloosa Settlement Agreement
DANA TOWER: Voluntary Chapter 11 Case Summary

DELPHI CORP: Delays Hearing on Chapter 11 Disclosure Statement
DIRECTED ELECTRONICS: Moody's Cuts Corporate Family Rating to B2
DLJ MORTGAGE: Fitch Holds 'BB+' Rating on $22.3 Mil. Certificates
ELEPHANT TALK: Sept. 30 Balance Sheet Upside-Down by $8.1 Million
EL PASO: Affiliate Inks Deal to Purchase 50% of Gulf LNG Stake

ENTRAVISION COMM: Explores Strategic Options for Ad Operations
EQUIFIRST MORTGAGE: Moody's Downgrades Ratings on 17 Tranches
FEDERAL-MOGUL: Expected Chap. 11 Exit Cues Moody's (P)Ba3 Rating
FINDEX.COM INC: Posts $306,942 Net Loss in Third Quarter 2007
GFCM LLC: Moody's Affirms B3 Rating on $2.057 Mil. Class J Certs.

GLOBAL CASH: 10-Q Filing Delay Cues Moody's Ratings Review
HALCYON STRUCTURED: S&P Assigns 'BB' Rating on Class D Notes
HARRAH'S ENT: Missouri Gaming Commission OKs Merger with Apollo
IWT TESORO: Judge Glenn Sets January 11 as General Claims Bar Date
JHT HOLDINGS: Weak Results Cue Moody's to Cut Rating to Caa3

JIMMY LEE: Case Summary & 20 Largest Unsecured Creditors
JOY LEWIS: Voluntary Chapter 11 Case Summary
L TERSIGNI: Section 341(a) Meeting Scheduled for December 10
L TERSIGNI: Files Chap. 11 Plan of Liquidation in Connecticut
L TERSIGNI: Disclosure Statement Hearing Set for January 8

L TERSIGNI: Wants General Claims Bar Date Reset to January 18
LIN TV: Unlikely Business Sale Prompts S&P to Affirm "B+" Rating
MATHIS PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
NANO SUPERLATTICE: Posts $46,194 Net Loss in Third Quarter
NATIONAL EASTERN: Section 341(a) Meeting Continued to Dec. 10

PANOLAM INDUSTRIES: Exchange Offer for 10-3/4% Notes Expires
PATMAN DRILLING: Files Schedules of Assets & Liabilities
PEOPLE'S CHOICE: Wants Exclusive Period Extended to January 31
PHARMED GROUP: Court OKs Bid Procedures for Sale of Unit's Assets
PHARMED GROUP: Gets Interim Court Nod on $18,250,000 DIP Financing

POPE & TALBOT: Wants to Employ Shearman as Bankruptcy Counsel
POPE & TALBOT: Wants to Employ Pachulski Stang as Co-Counsel
POPE & TALBOT: Court Approves Kurtzman Carson as Claims Agent
POPE & TALBOT: Seeks Court OK to Sell Wood Products to InterFor
REFCO INC: Ch. 7 Trustee Wants Nod on MF Global Settlement Pact

REFCO INC: Mayer Brown Wants $245 Million Lawsuit Dismissed
RHODES COS: S&P Holds 'B' Rating and Revises Outlook to Negative
SEA CONTAINERS: SCSL Panel Has Attride-Stirling as Bermuda Counsel
SEA CONTAINERS: Marathon Discloses 10.7% Equity Stake
SOLUTIA INC: Court Confirms Consensual Reorganization Plan

SONA MOBILE: Markets $3 Million of 8% Senior Unsecured Notes
SPECIALTY UNDERWRITING: Moody's Cuts Rating on Class B-1 to Ba3
SWEET TRADITIONS: Wants Lease Decision Period Extended to April 1
TELZUIT MEDICAL: Sept. 30 Balance Sheet Upside-Down by $9.8 Mil.
TERRA ENERGY: Sept. 30 Balance Sheet Upside-Down by $1,512,209

THEATER XTREME: Sept. 30 Balance Sheet Upside-Down by $2,363,854
TRIBUNE COMPANY: Reports Revenues of $383 Million in October
VALLEY HEALTH: Ongoing Losses Prompt Fitch to Junk Ratings
VICTORY MEMORIAL: Has Until March 11, 2008 to File Chapter 11 Plan
VIRGIN MOBILE: Moody's Assigns B2 Corporate Family Rating

WELLS FARGO: Fitch Assigns 'B' Ratings on Two Cert. Classes
WELLS FARGO: Fitch Affirms 'B' Ratings on Five Cert. Classes
WELLS FARGO: Fitch Rates $6.981MM Class B-4 Certificates at BB
WHITLATCH & CO: Court Sets Ch. 7 Conversion Hearing on December 11

* Fitch Says Vintage RMBS Continue to Underperform Expectations
* Fitch Says Default Performance for CMBS Will Show Resiliency

* BOOK REVIEW: Bankruptcy Investing: How to Profit from Distressed
               Companies (Revised Edition)



                             *********

155 EAST: Receives $1.5 Million Deposit on Purchase Agreement
-------------------------------------------------------------
Hedwigs Las Vegas Top Tier LLC, an affiliate of the investment
group led by NTH Advisory Group LLC, paid a non-refundable deposit
of $1.5 million to 155 East Tropicana LLC .

155 East Tropicana LLC entered into a definitive Asset Purchase
Agreement with Hedwigs Las Vegas Top Tier LLC.  The company also
subsequently entered into a first and second amendment to the
Asset Purchase Agreement.

Under the terms of the Agreement the Buyer was required to pay a
non-refundable deposit of $1.5 million by 5:00 p.m. PST on
Nov. 15, 2007.  

The closing under the Agreement remains subject to the completion
of certain conditions described in the Agreement. There can be no
assurance that:

   (i) the conditions to closing under the Agreement will ever
       be satisfied, or
  (ii) any transaction contemplated under the Agreement will be
       consummated, or
(iii) if a transaction is consummated, it will be on the same
       or similar terms as currently provided under the
       Agreement.

                  About NTH Advisory Group LLC

Headquartered in Santa Monica, California, NTH Advisory Group LLC,
is a casino and hotel development and advisory firm led by Richard
Bosworth, its principal and president.

                  About 155 East Tropicana LLC

155 East Tropicana LLC --- http://www.hooterscasinohotel.com/ --  
owns the Hooters Casino Hotel in Las Vegas, Nevada.  The property
is located one-half block from the intersection of Tropicana
Avenue and Las Vegas Boulevard, a major intersection on the Las
Vegas Strip.  The Hooters Casino Hotel features 696 hotel rooms
and an approximately 29,000 square-foot casino.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2007,
Standard & Poor's Ratings Services lowered its ratings on 155 East
Tropicana LLC.  The corporate credit rating was lowered to 'CCC+'
from 'B-'.  The ratings remain on CreditWatch with developing
implications, as the potential for a sale of the company remains.


A-TITLE LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: A-Title, L.L.C.,
             3240 East Tropicana Avenue
             Las Vegas, NV 89121

Bankruptcy Case No.: 07-17844

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Americana, L.L.C.                          07-17847
        Americana Holdings, L.L.C.                 07-17848
        American Eagle Referral Service, L.L.C.    07-17849

Type of Business: The Debtors are real estate agents and managers.  
                  They also operate non-residential buildings.

Chapter 11 Petition Date: November 27, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Rob Charles, Esq.
                  Lewis and Roca, L.L.P.
                  3993 Howard Hughes Parkway, Suite 600
                  Las Vegas, NV 89169
                  Tel: (702) 949-8320
                  Fax: (702) 949-8321

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
A-Title, L.L.C.             $100,000 to            $1 Million to
                            $1 Million             $100 Million

Americana, L.L.C.           $1 Million to          $1 Million to
                            $100 Million           $100 Million

Americana Holdings, L.L.C.  $1 Million to          $1 Million to
                            $100 Million           $100 Million

American Eagle Referral     $10,000 to             $1 Million to
Service, L.L.C.             $100,000               $100 Million

A. A-Title, LLC does not have any creditors who are not insiders.

B. Americana, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Tunstall Consulting, Inc.      Corp.                 $353,284
Attention: Gordon Turnstall
P.O. Box 272850
Tampa, FL 33688-2850

Prudential R.E. Affiliates,    franchise royalties   $227,893
Inc.
Attention: Corine Peterson
3333 Michelson Drive,
Suite 1000
Irvine, CA 92612

Barbara Zucker                 commissions           $163,455
10409 Mansion Hills Avenue
Las Vegas, NV 89144

American Express               travel/vendors who    $124,910
                               accept Amex

Rainbow Corporate Center, L.P. rent-- old location   $106,223

V.H.T., Inc.                   virtual tour billing  $95,121

Susan Smith                    commissions--         $94,369
                               (priority in part)

Las Vegas Review Journal       advertising           $89,738

Kirby J. Presswood             commissions--         $51,963
                               (priority in part)

McGlaurey & Pullen, L.L.P.     2006 audit work       $40,000

Ivan Sher                      commissions--         $38,086
                               (priority in part)

Florence Shapiro               commissions--         $38,086
                               (priority in part)

Frank Napoli                   commissions--         $35,940
                               (priority in part)

Molly Zettel                   commissions--         $30,093
                               (priority in part)

Maxwelle Realty, Inc.          commission            $25,316

Barry Estates, Inc.            commissions--         $23,625
                               (priority in part)

J.M. Commercial Properties,    commissions           $23,448
Inc.

Sirva Relocation               commission            $22,096

Makai Realty, Inc.             commission            $21,026

Purchase Power                 postage account       $20,000

C. Americana Holdings, LLC does not have any creditors who are not
   insiders.

D. American Eagle Referral Service, LLC does not have any
   creditors who are not insiders.


AFFINION GROUP: IPO Withdrawal Prompts S&P to Revise Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
direct marketer Affinion Group Inc. to negative from developing
and affirmed the ratings, including the 'B+' corporate credit
rating, on the company.

"The outlook revision follows the withdrawal of a registration
statement for an IPO by the company's parent, Affinion Group
Holdings Inc.," explained Standard & Poor's credit analyst Debbie
Kinzer.

The rating on Affinion Group Inc. reflects some affinity partner
concentration concerns, competitive pressures in the membership
marketing business, and high financial risk.  The company's
leading position in membership marketing, recurring revenue
streams from renewals, and positive discretionary cash flow
partially offset these factors.


AIMS WORLDWIDE: Posts $1,119,236 Net Loss in Third Quarter
----------------------------------------------------------
Aims Worldwide Inc. reported a net loss of $1,119,236 on revenue
of $987,202 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $369,579 on revenue of $401,908 in the same
period last year.

The increase in revenue was substantially due to the acquisition
of IKON and Target.  In addition, activity generated from
AIMSolutions contracts during the same period in 2006 contributed
to the quarter revenue substantially.  

General and administrative expenses were $1,858,769 for the three
months ended Sept. 30, 2007, compared to general and
administrative expenses of $783,600 for the same period in 2006.  
The primary reason for the increase is attributed to acquisition
and disposition costs along with normal G&A expenses added by
including the new subsidiaries, IKON, Target America, Bill Main
and Associates, and Streetfighter Marketing.  

Operating loss for the three months ended Sept. 30, 2007, was
$1,119,236 compared to $369,579 for the same period in 2006.

At Sept. 30, 2007, the company's consolidated financial statements
showed $6,699,829 in total assets, $5,628,846 in total
liabilities, ($108,018) in minority interest, and $1,179,001 in
total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $802,270 in total current assets
available to pay $5,254,910 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25e1

                       Going Concern Doubt

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about AIMS Worldwide Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the quarter ended Dec. 31, 2006.  The
auditing firm reported that the company has not fully realized the
potential of its business plan and, accordingly, has experienced
limited revenues related to the sale of its products and services.    
Additionally, the company continues to experience net operating
losses, relies upon outside sources of working capital to meet
current obligations and plans to sell assets to execute its
business plan.

                       About AIMS Worldwide  

Headquartered in Fairfax, Virginia, AIMS Worldwide Inc. (OTC BB:
AMWW.OB) -- http://www.aimsworldwide.com/-- is a vertically  
integrated marketing communications consultancy providing
organizations with its AIMSolutions branded focused marketing
solutions.  AIMS(TM) (Accurate Integrated Marketing Solutions)
increases the accuracy of the strategic direction of its client's
marketing program, improves results and reduces the cost, by
refocusing "mass marketing" to a more strategic "One-2-One(TM)"
relationship with the ideal customer.


ALLIANCE IMAGING: Plans to Offer $125 Million of Sr. Sub. Notes
---------------------------------------------------------------
Alliance Imaging Inc. intends to offer, subject to market and
other conditions, $125 million aggregate principal amount of
senior subordinated notes in a private offering.

Alliance Imaging intends to use the net proceeds of the offering
to repay borrowings under and terminate its Acquisition Credit
Agreement, dated as of Nov. 5, 2007.  The remaining proceeds will
be used for funding future acquisitions and general corporate
purposes.

Based in Anaheim, California, Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/-- provides shared-service and  
fixed-site diagnostic imaging services, based upon annual revenue
and number of diagnostic imaging systems deployed.  Alliance
provides imaging and therapeutic services primarily to hospitals
and other healthcare providers on a shared and full-time service
basis, in addition to operating a growing number of fixed-site
imaging centers.  The company had 494 diagnostic imaging systems,
including 326 MRI systems and 77 PET or PET/CT systems, and served
over 1,000 clients in 43 states at March 31, 2007.  Of these 494
diagnostic imaging systems, 72 were located in fixed-sites, which
includes systems installed in hospitals or other buildings on or
near hospital campuses, medical groups' offices, or medical
buildings and retail sites.

                          *     *     *

Moody's Investor Services placed  Alliance Imaging Inc.'s long
term corporate family and probability of default ratings at 'B1'
in June 2006.  The ratings still hold to date with a stable
outlook.


ALLIANCE IMAGING: Moody's Rates Proposed $125MM Senior Notes at B3
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Alliance Imaging
Inc's proposed $125 million senior subordinated notes.  
Concurrently, Moody's affirmed the company's Corporate Family and
Probability of Default Ratings at B1.  Following this rating
action, the outlook is stable.  The proposed facility will be used
to repay a $50 million bridge facility, provide cash to the
balance sheet for potential future acquisitions and pay estimated
transaction fees and expenses.

Moody's took these rating actions:
  -- Assigned B3 (LGD5, 83%) to the proposed $125 million,
     senior subordinated notes due 2012;
  -- Affirmed the B3 (LGD5, 83%) rated $150 million, 7.25%
     senior subordinated notes due 2012;
  -- Upgraded to Ba2 (LGD2, 27%) from Ba3 (LGD3, 35%) the $70
     million senior secured revolver due 2010;
  -- Upgraded to Ba2 (LGD2, 27%) from Ba3 (LGD3, 35%) the $367
     million senior secured term loan B due 2011;
  -- Affirmed the B1 Corporate Family Rating;
  -- Affirmed the B1 Probability of Default Rating.

The ratings outlook is stable.

The B1 Corporate Family Rating at B1 primarily reflects the
following factors: 1) high capital requirements and operating
leverage; 2) modest free cash flow; and 3) high financial
leverage, pro forma for the transaction.  Moody's also notes that
the company's revenues are declining modestly as a result of
recent Medicare reimbursement cuts together with competitive
pressures in mobile MRI.  Factors mitigating the abovementioned
concerns include the company's substantive scale, the dispersion
of its footprint, the diversification of its customer base as well
as the company's low bad debt experience.

The stable outlook reflects Moody's expectation that the company
will increasingly replace lost MRI revenues and start to grow its
revenue stream through the systematic build-out of its fixed-site
operations and the expansion of its presence in the radiation
therapy space.  Strong growth in PET and PET/CT is expected to
contribute to these efforts.

Downward rating pressure could develop if there is a decline in
the company's ratio of adjusted free cash flow to debt below about
3% or if the ratio of adjusted total debt to EBITDA increases
above 5.5 times on a sustained basis.  Adjusted total debt to
EBITDA declines to 3.6 times on a sustained basis accompanied by
material positive growth in revenues could result in a positive
outlook.

AIQ is a leading national provider of shared-service and fixed-
site diagnostic imaging services, based upon annual revenue and
number of diagnostic imaging systems deployed.  Alliance provides
imaging services primarily to hospitals and other healthcare
providers on a shared and full-time service basis.  The company
provides services through a growing number of fixed-sites
primarily in partnerships with hospitals or healthcare systems.  
The company maintained 470 diagnostic imaging systems, including
310 MRI systems and 76 PET or PET/CT systems, and over 1,000
clients in 43 states as of September 30, 2007.  For the twelve
months ended September 30, 2007, the company recognized revenue of
roughly $443 million.


AMERICAN GREETINGS: Unit Buying PhotoWorks Inc. for $26.5 Million
-----------------------------------------------------------------
American Greetings Corporation and PhotoWorks Inc. have entered
into an agreement whereby American Greetings, through a
subsidiary, will acquire PhotoWorks for approximately
$26.5 million.

Under the terms of the agreement, American Greetings will make a
cash tender offer to acquire all outstanding common shares of
PhotoWorks at a price of 59.5 cents per share.  The tender offer
will be followed by a merger in which the holders of the
outstanding common shares of PhotoWorks not purchased in the
tender offer will receive the same per share price paid in the
tender offer, in cash, without interest.

American Greetings is expected to launch the tender offer shortly,
and the merger is expected to close in late January 2008.

The board of directors of PhotoWorks has unanimously recommended
that shareholders of PhotoWorks accept the offer. Certain
shareholders of PhotoWorks have already signed agreements by which
they agreed to tender all of their shares in the tender offer.  
The shares held by such shareholders represent 44.5% of the total
shares of PhotoWorks currently
outstanding.

"The acquisition of PhotoWorks positions us for a comprehensive
photo strategy, bringing together both digital and physical
products," Zev Weiss, chief executive officer of American
Greetings said.  "We are taking advantage of the opportunity to
establish a leadership position in this growing channel of the
social expression industry."

"Our previous acquisition of Webshots provided a strong entree
into the online photo sharing space, a significant number of
unique visitors, and a scalable platform," Josef Mandelbaum, chief
executive officer of AG Interactive, one of American Greetings'
segments, stated.  "Now, PhotoWorks provides a strong integrated
supply chain platform to provide customers the ability to create
unique, high quality physical products with their own photos.  
This further positions us to provide a full social expression
photo solution to our consumers."

"PhotoWorks is thrilled to be a part of this important step
forward for American Greetings," Andy Wood, president and chief
executive officer of PhotoWorks said.  "We are excited to build
and provide a compelling onlin experience for consumers in
cooperation with one of the world's leading greeting card and
social expression companies.  I am confident that combining these
companies' content and relationships will result in a more
appealing site with truly unique products for all of our
consumers."

"At this time, the transaction is expected to have a minimal
impact to fiscal 2008 earnings," Mr. Weiss added.

                      About PhotoWorks Inc.

Headquartered in Seattle, Washington, PhotoWorks Inc. (OTC:PHTW) -
http://www.photoworks.com/-- is an online photography services  
company.  The company offers processing and printing services to
both digital and traditional camera users, in the United States.  
PhotoWorks provides customers with the ability to store and
organize photos online, share them with friends and family, and
order prints, reprints, photo albums and photo-related products.  
In addition, customers can create Custom Photo Books and Signature
Photo Cards using the Company's Website.  PhotoWorks can also
process any brand of 35-millimeter film, advanced photo systems
(24 millimeters) film or 35-millimeter, single-use cameras. The
company offers prints, slides, digital images and online
archiving, all from the same roll of 35-millimeter film.

              About American Greetings Corporation
  
Based in Cleveland, Ohio, American Greetings Corporation (NYSE:AM)
-- http://corporate.americangreetings....-- is engaged in the  
design, manufacture and sale of everyday and seasonal greeting
cards, and other social expression products. Greeting cards, gift
wrap, party goods, stationery and giftware are manufactured or
sold by the Company in North America, including the United States,
Canada and Mexico, and throughout the world, primarily in the
United Kingdom, Australia and New Zealand.  In addition, through
its subsidiary, AG Interactive, Inc., the company distributes
social expression products, including e-mail greetings,
personalized printable greeting cards and a range of graphics,
through a variety of digital and other electronic channels,
including Websites, Internet portals and electronic mobile
devices.  Design licensing is done primarily by its subsidiary AGC
Inc. and character licensing is done primarily by its
subsidiaries, Those Characters From Cleveland, Inc. and Cloudco,
Inc.

                          *     *     *

Moody's Investor Services placed American Greetings Corporation's
probability of default rating at 'Ba3'.  The rating still hold to
date with a stable outlook.


AMERIGRAPH LLC: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Amerigraph, L.L.C.
                1600 Eastgate Parkway
                Gahanna, OH 43230

Case Number: 07-59587

Type of Business: The Debtor provides commercial printing
                  services.

Involuntary Petition Date: November 28, 2007

Court: Southern District of Ohio (Columbus)

Petitioner's Counsel: Lawrence C. Bolla, Esq.
                      Quinn, Buseck, Leemhuis, Toohey & Kroto,
                      Inc.
                      2222 West Grandview Boulevard
                      Erie, PA 16506
                      Tel: (814) 833-2222
         
   Petitioners                 Claim Amount
   -----------                 ------------
Kolorcure Corp.                $270,000
1180 Lyon Rd.
Batavia, IL 60510

Curbell Plastics, Inc.         $132,000                 
7 Cobham Dr.
Orchard Park, NY 14127

Pitman Co.                     $67,000
721 Union Blvd.
Totowa, NJ 07512-2207


AMERIQUAL GROUP: Weak Credit Profile Prompts Moody's Junk Rating
----------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of AmeriQual
Group LLC; Corporate Family and Probability of Default, each to B3
from B1 and senior secured second lien notes to Caa1 from B2.  The
outlook remains negative.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating.

The downgrades reflect the weakened credit profile because of
meaningfully lower shipments of Meals, Ready to Eat to the U.S.
Military, AmeriQual's largest customer.  Moody's also believes
that MRE order volumes are likely to remain constrained over at
least the near term.  This and only modest planned growth in the
company's commercial segment could complicate efforts to stabilize
the weakening credit profile, in Moody's view.

The B3 Corporate Family rating reflects the company's small size,
high reliance on two customers and highly levered capital
structure.  Weak demand for the company's higher margin MRE's has
caused a significant weakening of credit metrics.  Moody's expects
annual MRE shipments could trail the lower level realized in 2007
and only modest growth of the company's smaller commercial lines.  
This should prevent any meaningful improvement in credit metrics
over the near term.  Additionally, if MRE order volumes continue
to decline, Debt to EBITDA and EBIT to Interest could weaken from
the 6.7 times and 0.9 times, respectively, at September 30, 2007.
Liquidity is adequate but could be tested in 2009 if MRE order
volumes continue to decline.  Moody's expects AmeriQual to
generate modestly negative to about breakeven free cash flow over
the next 12 months, which should support the ability to service
its debt obligations.

The negative outlook reflects Moody's concern that MRE shipments
might not return to the volumes achieved in 2005 or 2006; levels
that generated earnings and cash flows sufficient to sustain the
lower leveraged capital structure the company had at that time.  
Availability under the revolver provides some cushion to offset
weaker cash flows from the government business over the next 12
months.  However, the potential exists for the growth in the
commercial business to trail AmeriQual's projections.

Any shortfall would further pressure the credit profile. The
ratings may be downgraded if availability under the revolver was
sustained below $12 million.  Further declines in the operating
margin, to below four percent, or funds from operations being
sustained below $3 million could also result in a downgrade.  
Unexpected large growth in the commercial business lines that
meaningfully reduced customer concentration or Debt/ EBITDA being
sustained below 6.0 times or EBIT / Interest being sustained above
1.0 time could result in the stabilization of the outlook.

Downgrades:

Issuer: AmeriQual Group, LLC
  -- Corporate Family Rating, Downgraded to B3 from B1
  -- Probability of Default Rating, Downgraded to B3 from B1
  -- Senior Secured Regular Bond/Debenture, Downgraded to Caa1,
     62-LGD4 from B2, 63-LGD4

AmeriQual Group, LLC, headquartered in Evansville, Indiana, is a
supplier of individual and group field rations to the U.S.
Department of Defense.  The company also provides contract
manufacturing and packaging services using thermal or high
pressure processes to consumer products and other food
distribution companies.


AMR CORP: Fitch Affirms 'B-' IDR with Positive Outlook
------------------------------------------------------
Following the announcement by AMR Corp. that it intends to divest
its American Eagle Holding Corp. subsidiary in 2008, Fitch expects
no near-term impact on the debt ratings of AMR and its principal
operating subsidiary, American Airlines Inc.

Fitch affirmed both entities' Issuer Default Ratings at 'B-' on
Nov. 13, 2007, while revising the Rating Outlook for AMR to
Positive.

Since AMR's announcement simply reflects the airline's desire to
pursue an American Eagle divestiture without specific details on
any prospective deal terms or the likely allocation of cash
proceeds, the credit quality implications of any future
transaction are still uncertain.  Moreover, there is a real
possibility that an acceptable transaction will not be closed in
2008 given uncertainties over the durability of the industry's
revenue recovery and the persistence of record-high jet fuel
prices.  Fitch expects margin pressure at regional airline
operators such as American Eagle to continue as a result of higher
unit operating expenses and a softening U.S. macroeconomic
environment that will likely make domestic unit revenue
comparisons difficult in 2008.

Should cash proceeds from any Eagle divestiture be directed toward
debt reduction at the parent or American Airlines, Inc., the
mainline carrier's credit profile could improve.  AMR has already
announced plans to pre-pay approximately $545 million of secured
aircraft debt in the fourth quarter.  However, most or all of the
proceeds could be returned to shareholders without incremental
leverage reduction.  American Eagle and its Executive Airlines
affiliate are expected to generate 2007 revenues of approximately
$2.3 billion , and Fitch estimates that approximately $2.6 billion
of secured debt resides at the American Eagle Holding Corp.
subsidiary.


APPTIS INC: Names Paul Leslie as President and COO
--------------------------------------------------
Apptis Inc. has appointed Paul Leslie as president and chief
operating officer, to oversee the company's growing services
business.

Mr. Leslie, a 25-year federal services technology veteran, brings
to Apptis proven leadership experience in business development,
mergers and acquisitions, operational excellence, strategic
planning and extensive federal market operations.

Mr. Leslie's arrival aligns with the company's organizational
strategy to emphasize its broad technology services offerings
while expanding the company's value-added reseller business as the
Apptis Technology Solutions business.

"I am pleased to welcome Paul to Apptis and am excited about the
contribution he will make to our accelerating growth," said Bert
Notini, Apptis chairman and chief executive officer.  "His
appointment as our president and COO adds seasoned and dedicated
leadership that will further enhance our services strength.  
Paul's focus on our services business will compliment our
Technology Solutions Group led by Rene LaVigne."

"I am thrilled to be joining such a rapidly growing company in the
Federal sector," Mr. Leslie stated.  "I look forward to working
with Bert, the senior management team, and especially the
outstanding employees that support the mission of our customers.  
Apptis clearly shares the same philosophy I do about the most
important element of an organization's success: high quality
customer service accelerates strategic growth.  Our focus will be
the acceleration of breakout growth."

"Paul's joining the Apptis team is an important milestone as we
continue to focus on the unique strengths of the services and
technology solutions offerings we have developed over the past few
years," Mr. LaVigne, president and COO of Apptis Technology
Solutions business, stated.  "I look forward to working closely
with Paul and expanding our market leadership."

Mr. Leslie brings a solid track record of successfully building
companies for substantial market growth.  He served as president
and CEO of Apogen Technologies, a federal sector IT services and
solutions company with a focus on homeland security and defense.  

Mr. Leslie led Apogen through an impressive combination of organic
growth and strategic acquisitions.  Prior to joining Apogen, Mr.
Leslie held corporate management positions at EDS, Universal
Systems, BDM International, BTG and TRW.

                        About Apptis Inc.

Headquartered in Chantilly, Virginia, Apptis Inc. --  
http://www.apptis.com/-- is a privately held company that  
provides IT services, including network engineering, software
development, and systems integration, for agencies of the federal
government and commercial clients.  It also builds custom computer
systems and resells equipment from such vendors as Cisco, Dell,
and Hewlett-Packard.  Other services include maintenance, support,
and training.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Apptis (DE) Inc. to 'B' from 'B+'.  At the same time,
Standard & Poor's lowered its senior secured debt rating to 'B+'
from 'BB-'.  The outlook is negative.


APPTIS INC: Moody's Cuts Family Rating to B3 and Revises Outlook
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and other instrument ratings of Apptis (DE), Inc. and revised the
outlook to negative.  The downgrade reflects the company's recent
operating underperformance and constrained liquidity profile as
evidenced by minimal cash balances and minimal cushion under the
company's financial covenants.

Moody's took these rating actions:

  -- $25 million senior secured first lien revolver due 2011,
     lowered to B1 (LGD2, 29%) from Ba3 (LGD2, 28%)
  -- $130 million senior secured first lien term loan B due     
     2012, lowered to B1 (LGD2, 29%) from Ba3 (LGD2, 28%)
  -- Corporate Family Rating, lowered to B3 from B2
  -- Probability of Default Rating, lowered to B3 from B2
  -- The outlook is negative.

The downgrade of Apptis's Corporate Family Rating to B3 with a
negative outlook reflects the continuing challenging operating
environment and constrained liquidity profile.  The downgrade also
reflects that the company's results were below their expectations
and operating performance for the twelve months ended Sept. 30,
2007 has deteriorated.  Apptis has been contending with a change
in certain of its customers procurement practices, pricing
pressures from competitors in an increasingly competitive bidding
environment and increased costs stemming from the growth in
contract work originated through subcontractors.

Although the company is realigning its sales force and cost
structure to contend with the change in the operating environment,
there is a lack of transparency regarding future results as well
as the future operating environment.  After the application of
Moody's standard adjustments, EBIT coverage of interest expense
has weakened to well below 0.5 time, while total debt to EBITDA
has ballooned to over 7.0 times for the twelve months ended
Sept. 30, 2007.  Other business concerns reflected in the B3
corporate family rating include a high concentration of revenue,
Apptis' small revenue base compared to its high debt burden, and
the continued exposure to delays or reduction in federal spending,
which is prevalent in the government contract services business
industry-wide.

Apptis (DE), Inc., headquartered in Chantilly, Virginia, provides
information technology services and solutions primarily to federal
government agencies.  The company's core capabilities include
software development and engineering, network infrastructure
deployment and support services, and product fulfillment.  Revenue
for the twelve months ended September 30, 2007 was approximately
$380 million.


ASPEN EXECUTIVE: Chap. 7 Conversion Hearing Deferred to Dec. 18
---------------------------------------------------------------
The hearing to consider the motion of Kelly Beaudin Stapleton,
the United States Trustee for Region 3, seeking conversion of
Aspen Executives Air LLC's chapter 11 case into chapter 7 has
been moved from Nov. 20, 2007, to Dec. 18, 2007, 12:00 p.m.  

Objections, if any, are due December 11.

In her request, the U.S. Trustee alleges that the Debtor failed
to fulfill its primary fiduciary duty to act in the best interests
of general creditors.

The U.S. Trustee tells the U.S. Bankruptcy Court for the District
of Delaware that the proposed buyer for the Debtor's business
is an insider, given that a postpetition financing lender will
be acquiring interest in the buyer after the sale.

The U.S. Trustee illustrates that the Debtor is owned 99% by
Calim Venture Partners II and 1% by Calim Private Equity LLC.  
CPE is the sole Manager of the Debtor.  John P. Calamos, Sr.
owns 50% of CPE, and 6.25% of CVP.  Mr. Calamos and CVP are
the Debtor's postpetition financing lenders.

According to the U.S. Trustee, the Debtor's proposed procedures
for the sale of its business to Pinnacle Air LLC gives Mr. Calamos
right to acquire a controlling interest in Pinnacle, hence,
Pinnacle is an insider.

Additionally, the U.S. Trustee notes that the Debtor did not
disclose in its schedules customer deposit funds held by its
escrow agent, Reviewer LLC.

The U.S. Trustee argues that the current management effectuated
what appears to be a prima facie fraudulent transfer on the eve
of its bankruptcy filing by diverting funds from the estate to
Reviewer LLC.  The transfer, the U.S. Trustee avers, took place
immediately subsequent to a judgment levy by a judgment creditor
and within one month of the bankruptcy filing.  

              Bankruptcy Analyst Supports Conversion

In support of the U.S. Trustee's motion, Diane M. Giordano,
Bankruptcy Analyst for the Office of the United States Trustee for
Region 3, states that no accounting was made on the deposit funds
held by Reviewer LLC, as escrow agent, as of Nov. 15, 2007.

In reviewing the agreements relating to the funds, Ms. Giordano
tells the Court that she found no indication that members are
notified that their deposits are transferred to a non-debtor
entity escrow agent, or of the disposition of funds once
transferred from the Debtor to the escrow agent.  Ms. Giordano
also notes that no clauses in the agreements require the Debtor to
escrow the deposit funds.

In addition, Ms. Giordano tells the Court that there were
inconsistencies in the Debtor's monthly operating report for the
period Sept. 14, 2007, to Sept. 30, 2007.

Specifically, she notes that:

   -- the Debtor received insider funds from Mr. Calamos;

   -- there is a $112,906.55 disparity between the amount
      disclosed by the Debtor in its Accounts Receivable
      Reconciliation and Aging report ($895,842.74) and the
      gross revenue reflected in its Statement of Operations
      ($782,936.19); and

   -- the cash revenues in the Debtor's postpetition financing
      budget and the actual revenues on its monthly operating
      report do not match.

Furthermore, Ms. Giordano states that the Debtor utilized
Community Banks of Colorado for its prepetition banking and
intended post petition banking.  Despite requests for the Debtor
to seek an alternate banking institution, no changes have been
made, she says.

                      About Aspen Executive

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 Ratings to BB- on Two Cert. Classes
--------------------------------------------------------------
Fitch has taken rating actions on these Asset Backed Securities
Corporation mortgage-pass through certificates:

Series 2003-HE2:
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-'
  -- Class M-4 affirmed at 'BBB';
  -- Class M-5 downgraded to 'BB' from 'BBB-', and removed from
     Rating Watch Negative.

Series 2004-HE6:
  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class M3 affirmed at 'A-';
  -- Class M4 downgraded to 'BBB+' from 'A-';
  -- Class M5 downgraded to 'BBB' from 'BBB+';
  -- Class M6 downgraded to 'BB+' from 'BBB', and removed from
     Rating Watch Negative;
  -- Class M7 downgraded to 'BB-' from 'BBB-', and removed from
     Rating Watch Negative.

Series 2004-HE8:
  -- Class M1 affirmed at 'AA+';
  -- Class M2 affirmed at 'A';
  -- Class M3 affirmed at 'A-';
  -- Class M4 downgraded to 'BBB' from 'BBB+';
  -- Class M5 downgraded to 'BB' from 'BBB';
  -- Class M6 downgraded to 'BB-' from 'BBB-';
  -- Class M7 downgraded to 'B+' from 'BB+', and removed from
     Rating Watch Negative.

The collateral in all of the transactions listed above consists of
15 to 30-year fixed-rate and adjustable-rate mortgages primarily
secured by first- and second-liens on one to four-family
residential properties.  The majority of the loans were originated
by New Century.  The servicers include Select Portfolio Servicing
(rated 'RPS2' by Fitch), and Wells Fargo Home Mortgage (rated
'RPS1' by Fitch).

The affirmations affect approximately $320.8 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 $80.2 million in
outstanding certificates.

The downgrade of the M-5 bond of series 2003-HE2 was taken due to
the continuous overcollateralization depletion that has occurred
over the past year.  The realized monthly losses have generally
exceeded excess spread.  As of the October 2007 remittance period,
the 60+ delinquency (inclusive of bankruptcies, foreclosures and
REO) is 21.38% while the current CE provided by the OC for M-5 is
4.02%.

Both series 2004-HE6 and 2004-HE8 have recently stepped down which
has allowed both trusts to meet (or be above as the OC is the case
for 2004-HE6) the OC target amount.  The release of OC and
subsequent payment of the subordinate bonds will increase credit
pressure up the capital structure.  As of the October 2007
remittance period, the 60+ delinquency for series 2004-HE6 and
2004-HE8 is 29.07% and 32.64%, respectively.  The current CE
provided by the OC for series 2004-HE6 and 2004-HE8 is 12.17% and
4.80%, respectively.  However, this amount of CE will decrease as
the OC continues to release.


ASSET-BACKED: Fitch Takes Rating Actions on Various Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on five Asset-Backed
Securities Corporation transactions.  Affirmations total
$1.0 billion and downgrades total $67.5 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

ABSC 2005-HE1
  -- $42.9 million class M1 affirmed at 'AA+' (BL: 83.0, LCR:
     8.32);
  -- $35.3 million class M2 affirmed at 'AA' (BL: 63.96, LCR:
     6.41);
  -- $21.6 million class M3 affirmed at 'AA-' (BL: 29.67, LCR:
     2.98);
  -- $19.3 million class M4 affirmed at 'A+' (BL: 26.13, LCR:
     2.62);
  -- $18.2 million class M5 affirmed at 'A' (BL: 22.95, LCR:
     2.3);
  -- $17.6 million class M6 affirmed at 'A-' (BL: 19.90, LCR:
     2.0);
  -- $14.2 million class M7 affirmed at 'BBB+' (BL: 17.43, LCR:
     1.75);
  -- $12.5 million class M8 affirmed at 'BBB' (BL: 15.27, LCR:
     1.53);
  -- $11.9 million class M9 affirmed at 'BBB-' (BL: 13.15, LCR:
     1.32);
  -- $9.1 million class M10 affirmed at 'BBB-' (BL: 11.59, LCR:
     1.16);
  -- $13.5 million class M11 downgraded to 'BB' from 'BB+' (BL:
     10.10, LCR: 1.01).

Deal Summary
  -- Originators: New Century (50%), WMC (50%)
  -- 60+ day Delinquency: 22.99%,
  -- Realized Losses to date (% of Original Balance): 1.17%;
  -- Expected Remaining Losses (% of Current Balance): 9.97%;
  -- Cumulative Expected Losses (% of Original Balance): 3.12%.

ABSC 2005-HE2
  -- $56.8 million class M1 affirmed at 'AA' (BL: 64.09, LCR:
     7.36);
  -- $16.8 million class M2 affirmed at 'AA-' (BL: 32.74, LCR:
     3.76);
  -- $27.9 million class M3 affirmed at 'A' (BL: 23.02, LCR:
     2.64);
  -- $8.2 million class M4 affirmed at 'A-' (BL: 20.81, LCR:
     2.39);
  -- $10.3 million class M5 affirmed at 'BBB+' (BL: 18.03, LCR:
     2.07);
  -- $5.7 million class M6 affirmed at 'BBB' (BL: 16.46, LCR:
     1.89);
  -- $7.8 million class M7 affirmed at 'BBB-' (BL: 14.28, LCR:
     1.64);
  -- $10.3 million class M8 affirmed at 'BB+' (BL: 12.20, LCR:
     1.4).

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 21.21%;
  -- Realized Losses to date (% of Original Balance): 0.88%;
  -- Expected Remaining Losses (% of Current Balance): 8.71%;
  -- Cumulative Expected Losses (% of Original Balance): 2.82%.

ABSC 2005-HE3
  -- $29.2 million class A affirmed at 'AAA' (BL: 92.82, LCR:
     7.52);
  -- $30.5 million class M1 affirmed at 'AA+' (BL: 77.11, LCR:
     6.24);
  -- $24.3 million class M2 affirmed at 'AA' (BL: 64.23, LCR:
     5.2);
  -- $14.8 million class M3 affirmed at 'AA-' (BL: 56.27, LCR:
     4.56);
  -- $14.1 million class M4 affirmed at 'A+' (BL: 47.95, LCR:
     3.88);
  -- $12.1 million class M5 affirmed at 'A' (BL: 24.77, LCR:
     2.01);
  -- $12.1 million class M6 affirmed at 'A-' (BL: 21.69, LCR:
     1.76);
  -- $10.9 million class M7 affirmed at 'BBB+' (BL: 18.97, LCR:
     1.54);
  -- $9 million class M8 affirmed at 'BBB' (BL: 16.77, LCR:
     1.36);
  -- $7 million class M9 affirmed at 'BBB-' (BL: 15.01, LCR:
     1.22);
  -- $5.4 million class M10 affirmed at 'BB+' (BL: 13.69, LCR:
     1.11);
  -- $7.8 million class M11 rated 'BB' (BL: 12.28, LCR: 0.99),
     placed on Rating Watch Negative.

Deal Summary
  -- Originators: WMC (100%)
  -- 60+ day Delinquency: 24.66%;
  -- Realized Losses to date (% of Original Balance): 1.57%;
  -- Expected Remaining Losses (% of Current Balance): 12.35%;
  -- Cumulative Expected Losses (% of Original Balance): 4.55%.

ABSC 2005-HE4
  -- $59 million class A affirmed at 'AAA' (BL: 85.72, LCR:
     9.49);
  -- $45.6 million class M1 affirmed at 'AA+' (BL: 68.64, LCR:
     7.6);
  -- $34.1 million class M2 affirmed at 'AA' (BL: 55.79, LCR:
     6.18);
  -- $18.2 million class M3 affirmed at 'AA-' (BL: 48.86, LCR:
     5.41);
  -- $16.8 million class M4 affirmed at 'A+' (BL: 41.31, LCR:
     4.57);
  -- $14.8 million class M5 affirmed at 'A' (BL: 22.88, LCR:
     2.53);
  -- $12.4 million class M6 affirmed at 'A-' (BL: 20.35, LCR:
     2.25);
  -- $12.4 million class M7 affirmed at 'BBB+' (BL: 17.88, LCR:
     1.98);
  -- $9.6 million class M8 affirmed at 'BBB' (BL: 15.96, LCR:
     1.77);
  -- $10 million class M9 affirmed at 'BBB-' (BL: 13.90, LCR:
     1.54);
  -- $7.2 million class M10 affirmed at 'BB+' (BL: 12.28, LCR:
     1.36);
  -- $9.6 million class M11 affirmed at 'BB' (BL: 10.72, LCR:
     1.19);
  -- $5.2 million class M12 affirmed at 'BB' (BL: 10.16, LCR:
     1.12).

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 21.45%;
  -- Realized Losses to date (% of Original Balance): 0.98%;
  -- Expected Remaining Losses (% of Current Balance): 9.03%;
  -- Cumulative Expected Losses (% of Original Balance): 3.48%.

ABSC 2005-HE5
  -- $96.5 million class A affirmed at 'AAA' (BL: 81.77, LCR:
     5.83);
  -- $38.7 million class M1 affirmed at 'AA+' (BL: 66.5, LCR:
     4.74);
  -- $35 million class M2 affirmed at 'AA+' (BL: 55.68, LCR:
     3.97);
  -- $21 million class M3 affirmed at 'AA' (BL: 47.88, LCR:
     3.41);
  -- $19.3 million class M4 affirmed at 'AA-' (BL: 42.71, LCR:
     3.04);
  -- $16.7 million class M5 affirmed at 'A+' (BL: 37.52, LCR:
     2.67);
  -- $17.7 million class M6 affirmed at 'A' (BL: 31.89, LCR:
     2.27);
  -- $14.5 million class M7 affirmed at 'A-' (BL: 27.17, LCR:
     1.94);
  -- $13.4 million class M8 downgraded to 'BBB-' from 'BBB+'
     (BL: 16.55, LCR: 1.18);
  -- $10.7 million class M9 downgraded to 'BB' from 'BBB' (BL:
     13.63, LCR: 0.97);
  -- $7 million class M10 downgraded to 'B' from 'BBB-' (BL:
     12.31, LCR: 0.88);
  -- $10.7 million class M11 downgraded to 'CC/DR2' from 'BB+';
  -- $11.8 million class M12 downgraded to 'CC/DR3' from 'B'.

Deal Summary
  -- Originators: WMC (100%)
  -- 60+ day Delinquency: 26.57%;
  -- Realized Losses to date (% of Original Balance): 1.49%;
  -- Expected Remaining Losses (% of Current Balance): 14.03%;
  -- Cumulative Expected Losses (% of Original Balance): 5.71%.

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.


AUSTRALIAN FOREST: Sept. 30 Balance Sheet Upside-Down by $12.8MM
----------------------------------------------------------------
Australian Forest Industries' consolidated balance sheet at
Sept. 30, 2007, showed $21.2 million in total assets and
$34.0 million in total liabilities, resulting in a $12.8 million
total stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $591,268 in total current assets
available to pay $31.6 million in total current liabilities.

The company reported a net loss of $598,060 on sales of $477,244
for the third quarter ended Sept. 30, 2007, compared with a net
loss of $1.6 million on sales of $4.0 million in the same period
last year.

During the fourth quarter of 2006, the company experienced a
severe liquidity problem and was having difficulty obtaining logs
to operate its businesses.  Currently, management has entered into
a processing contract with Weyerhaeuser to process their logs for
which the company is receiving a processing fee.  

Operating costs for the three-months ended Sept. 30, 2007,   
aggregated $1.1 million.  This includes costs incurred in general
and administrative selling of $585,236.  

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?25dc

                       Going Concern Doubt

Meyler & Company LLC, in Middletown, N.J., expressed substantial
doubt about Australian Forest Industries' 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 frim pointed to the company's net loss of
$6,232,558 in 2006, stockholders' deficit of $6,834,184 at
Dec. 31, 2006,  and existing uncertain conditions the company
faces relative to its ability to obtain capital and operate
successfully.

The company's wholly owned subsidiary in Australia, Integrated
Forest Products, is currently under administration in Australia
(in the U.S. this is tantamount to a Chapter 11 Bankruptcy).

                     About Australian Forest

Headquartered in Port Melbourne, Victoria, Australia, Australian
Forest Industries (OTC BB: AUFI.OB) fka. Multi-Tech International
Corp., was incorporated in the State of Nevada on Sept. 21, 1998,
under the name Oleramma Inc.  The company operates a pine
sawmilling and timber facility at Canberra, which has a capacity
to process 200,000 cubic meters of log.  This sawmill processed
approximately 170,000 cubic meters of log during the year ended
Dec. 31, 2006.


BANE GROUP LLC: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bane Group, L.L.C.
        1709 Peters Creek Road, Northwest
        Roanoke, VA 24017

Bankruptcy Case No.: 07-71881

Chapter 11 Petition Date: November 28, 2007

Court: Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtor's Counsel: George A. McLean, Esq.
                  P.O. Box 1264
                  Roanoke, VA 24006
                  Tel: (540) 982-8430

Total Assets: $1,500,001

Total Debts:  $2,800,000

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Valley Bank                    bank loan;            $2,400,000
36 Church Avenue               value of collateral:
Roanoke, VA 24011              $1,500,000

Invacare                       bank loan             $400,000
1 Invacare Way                 value of collateral:
Elyria, OH 44035-4190          $1,500,000


BARNERT HOSPITAL: DIP Facility Hearing Scheduled on December 6
--------------------------------------------------------------
The Honorable Donald H. Steckroth of the United States Bankruptcy
Court for the District of New Jersey scheduled a hearing on
Dec. 6, 2007, at 10:00 a.m., to consider approval of Nathan and
Miriam Barnert Memorial Hospital Association's motion to obtain
debtor-in-possession financing from New Jersey Health Care.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
New Jersey Health has agreed to provide the Debtor with up to
$5 million of revolving credit facility.  Interest on the loan is
4.25% per annum.  

The proposed lending facility will be structured initially as a  
sub-limit for advances of up to a maximum of $2,500,000.

The funds will be used to pay the Debtor's bankruptcy expenses.

As adequate protection for NHC, the Debtor proposed to grant NHC a
senior and priming lien on all of the Debtor's accounts and
account related intangibles.

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J. Adler,
Esq., at McCarter & English, LLP, represents the Debtor in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.  The Debtor's schedules reflect total assets of
$46,600,967 and total liabilities of $61,303,505.


BUMBLE BEE: Moody's Confirms B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service confirmed the debt ratings of Bumble Bee
Foods LLC and Clover Leaf Seafoods L.P., co-borrower under the
rated secured revolving credit facility and term loan, and the
core operating subsidiaries of Connors Brothers Income Fund, a
publicly traded Canadian income trust.  In a related action,
Moody's upgraded the fund's speculative grade liquidity rating to
SGL-3 from SGL-4.  The rating outlook is positive.

This concludes the review for possible downgrade that began on
Aug. 8, 2007 following CBIF's announcement that it will recognize
a $35 million charge in the second quarter ending June 30, 2007
related to the voluntary recall of certain canned meat products
manufactured by its Castleberry's subsidiary due to two potential
botulism incidents.  The fund's ratings were also downgraded at
that time to reflect weakened liquidity stemming from the recall
charge, which resulted in the need to seek a covenant waiver and
amendment to avoid a potential default, as well as the uncertainty
surrounding the timing of expected cash outflows and the ultimate
scope of the recall.

Ratings confirmed:

Bumble Bee Foods, LLC and Clover Leaf Seafoods L.P. as co-
borrowers
  -- Corporate family rating at B1
  -- Probability of Default Rating at B2
  -- $75 million 5-year senior secured revolving credit at B1
     (LGD 2, 29%)
  -- $200 million 6-year senior secured revolving credit at B1
     (LGD 2, 29%)

Ratings upgraded:

Bumble Bee Foods, LLC and Clover Leaf Seafoods L.P. as co-
borrowers
  -- Speculative Grade Liquidity Rating to SGL-3 from SGL-4

The confirmation reflects 1) Moody's increased comfort that the
scope and cost of the product recall have been largely contained,
and that it will have only a moderate impact on the company's
near-term earnings and financial performance, and 2) the fund's
stabilized liquidity position as a result of obtaining a waiver
and amendment to the credit facilities, thus avoiding a covenant
default in the second quarter ended June 30, 2007 and providing
additional cushion for subsequent quarters.

The fund's B1 CFR reflects the obligors' role as the key cash
generating operations of their ultimate owner -- CBIF -- a
publicly-traded Canadian Income Trust which pays out the majority
of cash generated by its operations via distributions to its unit
holders.  CBIF's maintenance of a strong equity price and tax free
status is highly reliant on its ability to maintain a high annual
cash payout, which in turn means a continuing withdrawal of cash
from Bumble Bee and Clover Leaf.  Although distributions are
typically managed to allow operations to retain sufficient cash to
fund capital expenditures and support growth, they provide little
remaining cash to materially reduce debt.

The risks inherent in the Canadian income fund structure are
partially mitigated by covenants within the bank agreement that
limit the level of distributions.  The suspension of distributions
until March 2008 was a key factor in the fund's ability to
maintain adequate liquidity during the recall period, which is
expected to be largely complete at the end of 2007.  The fund's
rating also reflects its diversified portfolio of leading brand
names and strong market positions in the shelf stable protein
category, and its continued solid leverage and Interest Coverage
metrics, as adjusted for one-time recall expenses.

The positive ratings outlook reflects the expectation that the
Castleberry's recall has been largely contained, with minimal
impact on liquidity, and is largely complete.  The outlook also
reflects the expectation for continued solid operating
performance, led by revenue growth in its seafood business, cost
reduction initiatives and working capital management.  An upgrade
would require CBIF to resume distributions at levels which permit
adequate debt coverage or sufficient reinvestment into core
operations, evidence that the recall is fully complete, and
Debt/EBITDA sustained below 3.0X, EBIT/interest above 4.5X , and
positive free cash flow.  The outlook would revert to stable if
Debt/EBITDA were to exceed 4.0X, EBIT/interest fell and remained
below 3.0X, and free cash flow to debt were to remain negative
over the near-term.

With combined revenues of approximately $930 million, Bumble Bee
Foods, LLC and Clover Leaf Seafoods, L.P. are manufactures of
branded, shelf stable fish and other assorted protein products.  
These companies are co-borrowers under the rated secured revolving
credit facility and term loan, and are the core operating
subsidiaries of Connors Brothers Income Fund, a publicly traded
Canadian income trust.


CALPINE CORP: Creditors Committee Supports Fourth Amended Plan
--------------------------------------------------------------
The Official Committee of Unsecured Creditors declared its
support to the confirmation of Calpine Corp. and its debtor-
affiliates' Fourth Amended Joint Plan of Reorganization, urging
all unsecured creditors to vote to accept it.

The Creditors Committee, in a statement filed with the United
States Bankruptcy Court for the Southern District of New York,
believes that the Plan represents the culmination of its extensive
and arduous negotiations with the Debtors, and provides unsecured
creditors with the best alternative available under the present
facts and circumstances to maximize their recoveries on account of
their Claims against the Debtors.

In addition, the Creditors Committee states that the Plan
constitutes a basic waterfall structure which provides for the
distribution of the stock in the Reorganized Debtors to the
holders of Unsecured Claims and, if applicable, Interests in
accordance with the priorities established by the Bankruptcy Code
and based on the total distributable value for the Reorganized
Debtors, as determined by the Court.

If the Court finds that the Reorganized Debtors' total
distributable value is less than the amount of allowed Claims,
then old equity holders will not share in the New Calpine Common
Stock, and the New Common Stock will be distributed to the
Holders of Allowed Unsecured Claims in accordance with the Plan
provisions, Michael S. Stamer, Esq., at Akin Gump Strauss Hauer &
Feld, LLP, in New York, states, on the Creditors Committee's
behalf.

Mr. Stamer notes, however, that the Creditors Committee does not
agree with the valuation estimates as proffered by the Debtors
and the Official Committee of Equity Security Holders.

In the Debtors' updated valuation analysis, filed November 19,
Mr. Stamer asserts that the the Debtors overstated the
Reorganized Debtors' actual total distributable value.  Miller
Buckfire & Co., the Debtors' financial advisor, estimated that
the mid-point total distributable value, based on an assumed
December 31, 2007 Plan Effective Date, is $20,883,000,000.

However, Mr. Stamer states, based on the expert report of Barry
W. Ridings of Lazard Freres & Co. LLC, the Creditors Committee's
valuation expert, the total enterprise value of the Reorganized
Debtors is between $15,000,000,000 and $17,500,000,000, with a
$16,250,000,000 midpoint.  The expert report was not publicly
disclosed, according to Mr. Stamer.

Adding Miller Buckfire's estimates of distributable cash of
$1,039,000,000 and other non-operating asset value of
$494,000,000 to Mr. Ridings TEV range implies a midpoint
distributable value of $17,783,000,000, Mr. Stamer explains.

Based on Mr. Ridings' estimates and the Debtors' litigation
adjusted Claim estimate of $21,085,000,000, the Creditors
Committee says unsecured creditors will receive on account of
their Claims the New Calpine Common Stock to be issued under the
Plan, while old equity holders will not receive any recovery.

The Creditors Committee contends that the Equity Committee's
valuation estimate, on the other hand, significantly overstates
the Reorganized Debtors' actual total distributable value.

Despite its disagreement with the valuation estimates proffered
by the Debtors and the Equity Committee, the Creditors Committee
maintains that the Debtors' proposed waterfall plan currently
represents the best restructuring opportunity available for the
Debtors and maximizes value for unsecured creditors.

The Court will convene a hearing on December 17 to consider
confirmation of the Debtors' Plan.

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of that Plan begins Dec. 17, 2007.  (Calpine
Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Equity Committee Objects to Plan Confirmation
-----------------------------------------------------------
The Official Committee of Equity Security Holders asks the U.S.
Bankruptcy Court for the Southern District of New York to deny the
confirmation of Calpine Corp. and its debtor-affiliates' Fourth
Amended Joint Plan of Reorganization, on the ground that the
Debtors' updated valuation analysis does not provide any
distribution to equity holders.

Representing the Equity Committee, Gary L. Kaplan, Esq., at
Fried, Frank, Harris, Shriver & Jacobson, LLP, in New York,
contends that the Updated Valuation, filed November 19, 2007, is
"flawed" and "grossly undervalues" Calpine Corporation.

Mr. Kaplan further notes that, although the Debtors' projections
remain conservative, the projections predict substantially
improved cash flows for the Debtors in the next five years.
However, he says, despite the prediction of increased cash flows,
the Debtors' financial advisor, Miller Buckfire LLC, manipulated
its valuation methodology to eliminate any incremental value
resulting from the increased cash flows and to obtain an
artificially low valuation.  

According to Mr. Kaplan, the Equity Committee believes that had
Miller Buckfire used the same methodology it employed in
performing its June 2007 valuations, the November 2007 valuation
would be materially higher and would yield a substantial
distribution to equity holders.  The Equity Committee also wants
the Plan to provide equity holders with a fixed recovery in the
New Calpine Common Stock.

Since the Plan allegedly fails to provide a fair recovery to
equity holders, the Equity Committee urges all equity holders to
vote to reject the Plan.

The Equity Committee also urges all equity holders to opt out of
the third-party releases contained in the Plan.  The panel
believes that the Plan violates provisions of the Bankruptcy
Code, thus it should not be confirmed.

Hearing on the Plan confirmation is set to begin on December 17.
Plan confirmation objections are due November 30.

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of that Plan begins Dec. 17, 2007.  (Calpine
Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CAPELLA HEALTH: Buys Community Health's Hospitals for $315 Million
------------------------------------------------------------------
Capella Healthcare has signed a definitive agreement to purchase
nine general acute care hospitals from Community Health Systems
Inc. for $315 million.

Funding for the deal will come from a combination of equity
capital from Capella's partner GTCR Golder Rauner and debt
financing led by Citigroup Global Markets Inc., Banc of America
Securities LLC and Merrill Lynch Capital. Merrill Lynch acted as
M&A advisor to Capella on this transaction.

"This is a banner day for the Capella team, in that this
transaction represents significant growth for our company and our
hospitals," Daniel S. Slipkovich, chief executive officer of
Capella, said.  "CHS is known for running clinically strong,
operationally sound community hospitals.  We are excited about the
opportunity to share our expertise and our resources with these
facilities to build on their strong track records."

Both companies are working on the regulatory approval processes
and expect to close the transaction by first quarter 2008.

Founded in 2005, Capella presently owns and operates five thriving
hospitals across the nation.  During its time of ownership,
Capella has invested millions of dollars in improving and
expanding its family of hospitals.

Combined, the nine hospitals being acquired by Capella have 1,070
beds and employ nearly 4,000 people.  They include:

   -- Willamette Valley Medical Center in McMinnville, Oregon,
      an 80-bed hospital accredited by The Joint Commission
      that is located 40 miles southwest of Portland;

   -- Saint Mary's Regional Medical Center in Russellville,
      Arkansas, a 170-bed facility accredited by The Joint
      Commission that has served the Arkansas River Valley
      since 1925;

   -- National Park Medical Center in Hot Springs, Arkansas, a
      166-bed facility accredited by The Joint Commission that
      serves five counties in Central Arkansas;

   -- Mineral Area Regional Medical Center in Farmington,
      Missouri, a 135-bed facility accredited by the American
      Osteopathic Association and located 80 miles south of
      St. Louis;

   -- White County Community Hospital in Sparta, Tennessee, a
      60-bed facility accredited by The Joint Commission that
      is located 60 miles east of Nashville;

   -- Parkway Medical Center in Decatur, Alabama, a 120-bed
      hospital accredited by The Joint Commission that is
      located approximately 35 minutes west of Huntsville;

   -- Woodland Medical Center in Cullman, Alabama, a 100-bed
      hospital accredited by The Joint Commission that is
      located 45 minutes from both Huntsville and Birmingham;

   -- Hartselle Medical Center in Hartselle, Alabama, a 150-bed
      facility accredited by The Joint Commission that is
      located 45 minutes southwest of Huntsville; and

   -- Jacksonville Medical Center in Jacksonville, Alabama, an   
      89-bed facility accredited by The Joint Commission that
      is located 80 miles east of Birmingham.

Four of the nine hospitals - Jacksonville Medical, St. Mary's,
National Park and Willamette Valley - were previously owned by
Triad Hospitals Inc.  Community Health Systems completed its
acquisition of Triad in July.

"Capella is focused on providing quality care by helping hospitals
reach their full potential and meet the healthcare needs of their
communities," Tom Anderson, president and co-founder of Capella,
said.  "We are looking forward to working with the employees,
medical staffs and boards of these hospitals to best serve their
patients."

               About Community Health Systems Inc.

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

                    About Capella Healthcare

Headquartered in Franklin, Tennessee, Capella Healthcare --
http://www.capellahealth.com/-- partners with communities to  
build strong local healthcare systems that are known for quality
patient care.  Capella's senior leadership team has more than 200
years of combined experience managing over 200 hospitals.  With
the financial backing of GTCR Golder Rauner, the company has
access to significant resources for the expansion and improvement
of its hospitals and the services they provide.  Capella operates
five thriving hospitals across the nation.


CAPELLA HEALTHCARE: $315 Mil. CHS Deal Cues Moody's Rating Review
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Capella Healthcare
Inc. including the B2 Corporate Family Rating, under review for
possible downgrade.  The review follows the announcement that
Capella has entered into a definitive agreement to acquire nine
hospitals from Community Health Systems, Inc. (B1 CFR) for
approximately $315 million.  The transaction is expected to be
funded through a combination of debt and an equity contribution
from GTCR Golder Rauner, Capella's equity sponsor.

Moody's views the proposed transaction as a transforming event for
Capella that could present significant business and integration
risks.  Capella operated only five hospitals as of September 30,
2007, including the recent addition of Muskogee Regional Medical
Center on Apr. 3, 2007.  In addition to these risks, Moody's
review will focus on the financing of the transaction, which
Moody's anticipates will result in a considerable increase in
financial leverage.  More specifically, Moody's will consider the
effect on interest coverage and free cash flow metrics resulting
from the cost of servicing the incremental debt.  Further, Moody's
notes that, in accordance with the application of our Loss Given
Default Methodology, the ratings of individual instruments could
be subject to change based on the capital structure resulting from
the final financing for the transaction.

Moody's will also consider the potential benefits of the
acquisition of the Community facilities, including the increase in
scale and diversity.  Currently the company's high concentration
of revenue and EBITDA generated by two facilities is a factor that
constrains the rating.  Moody's will also take into consideration
the company's track record of improving profitability at acquired
facilities.

These ratings have been placed under review for possible
downgrade:
  -- Senior secured first lien revolver due 2011, B1 (LGD3,
     39%)
  -- Senior secured first lien term loan due 2012, B1 (LGD3,
     39%)
  -- Senior secured second lien term loan due 2013, Caa1 (LGD5,
     78%)
  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B2

Headquartered in Franklin, Tennessee, Capella is an owner and
operator of non-urban hospitals.  Following the proposed
acquisition of the nine facilities from Community, Capella will
operate 14 acute care hospitals in seven states.  For the twelve
months ended September 30, 2007, Moody's estimates that Capella
generated revenues of approximately $275 million.  Moody's
estimates that revenue would have approximated $327 if Capella had
operated Mukogee Regional Medical Center for the entire twelve
month period.


CDW CORP: High Leveraged Financial Cues S&P's "B" Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Vernon Hills, Illinois-based CDW Corp.  The
outlook is negative.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $2.2 billion senior
secured term loan due 2014.  The first-lien loan is rated 'BB-',
with a recovery rating of '1', indicating S&P's expectation of
very high (90%-100%) recovery in the event of a payment default.
     
S&P also assigned a 'CCC+' rating to the company's proposed $890
million senior unsecured, cash pay notes (due 2015);
$300 million senior unsecured paid-in-kind toggles notes (due
2015); and proposed $750 million senior subordinated notes (due
2017).  These ratings are based on preliminary offering statements
and are subject to review upon final documentation.
     
Proceeds from the proposed facilities will be used to refinance
the acquisition of CDW by Madison Dearborn Partners and Providence
Equity Partners for approximately $7.3 billion, which was
completed in October 2007.
     
"The ratings reflect CDW's highly leveraged financial profile and
somewhat narrow geographic and market presence," said Standard &
Poor's credit analyst Molly Toll-Reed.  "These factors are offset
partially by CDW's consistent profitability levels, diversified
customer base, and relatively good position in the highly
fragmented value-added reseller market for technology products and
services."


CHAMPION ENTERPRISES: Tender Offer for 7-5/8% Senior Notes Expires
------------------------------------------------------------------
Champion Enterprises Inc. disclosed the expiration of the tender
offer and consent solicitation for the company's outstanding 7-
5/8% Senior Notes due 2009 (CUSIP No. 158496AB5).

The Offer expired Nov. 27, 2007, at 12:00 midnight New York City
time.  On Nov. 28, 2007, holders, who tendered their notes prior
to the Expiration Time but after 5:00 p.m., New York City time, on
Nov. 9, 2007, and whose notes are accepted for purchase by the
company, will receive the tender offer consideration of $1,022.80.

Such holders will also receive accrued and unpaid interest on
their notes from the last interest payment date to, but not
including, the Final Payment Date.

As of the Expiration Time, the company had received tenders for
$75,582,000 in aggregate principal amount of the notes
representing approximately 91.84% of the outstanding notes, of
which $74,843,000 in aggregate principal amount of the notes,
representing approximately 90.94%, had been received as of the
Consent Payment Deadline.

Questions about the tender offer and consent solicitation may be
directed to Credit Suisse at (212) 325- 4951 (collect). Holders
can request documents from D.F. King & Co., Inc., the depositary
and information agent, at (888) 644-5854 (U.S.
toll free) or (212) 269-5550 (collect).

               About Champion Enterprises Inc.

Based in Auburn Hills, Michigan, Champion Enterprises Inc. (NYSE:
CHB) -- http://www.championhomes.com/-- operates 31 manufacturing  
facilities in North America and the United Kingdom working with
independent retailers, builders and developers.  The Champion
family of builders produces manufactured and modular homes, as
well as modular buildings for government and commercial
applications.

                          *     *     *

Moody's Investor Service placed Champion Enterprises Inc.'s  
senior unsecured debt and probability of default ratings at 'B1'
in September 2006.  The ratings still hold to date with a negative
outlook.


CHASE MORTGAGE: Fitch Rates $2.5 Million Trust at B
---------------------------------------------------
Fitch has rated Chase Mortgage Finance Trust, series 2007-S6 as:

  -- $1.2 billion classes 1-A1 through 1-A3, 1-AX, 2-A1 through
     2-A3, 2-AX, A-P, and A-R (senior certificates) 'AAA';
  -- $18.1 million class M 'AA';
  -- $11.2 million class B-1 'A';
  -- $7.5 million class B-2 'BBB';
  -- $3.7 million privately offered B-3 'BB';
  -- $2.5 million privately offered B-4 'B';

The 'AAA' rating on the senior classes reflects the 3.95%
subordination provided by the 1.45% class M, the 0.90% class B-1,
the 0.60% class B-2, the 0.30% privately offered class B-3, the
0.20% privately offered class B-4, and the 0.50% privately offered
and not rated class B-5 certificates.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special hazard
losses in limited amounts.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the primary servicing
capabilities of JPMorgan Chase Bank, N.A. (rated 'RPS1' by Fitch).

The transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  
Classes 1-A1, 1-A2, 1-A3, 2-A1, 2-A-2, 2-A3 are exchangeable
certificates.  Classes 1-AX, 2-AX, A-P, A-R, M, and B-1 through
B-5 are regular certificates.

The trust consists of 1,846 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $1,245,527,883 as of the cut-off date,
Nov. 1, 2007.  The mortgage pool has a weighted average original
loan-to-value ratio of 71.04% with a weighted average mortgage
rate of 6.549%.  The weighted-average FICO score of the loans is
748.  The average loan balance is $674,717 and the loans are
primarily concentrated in New York (27.4%), California (22.5%),
and Florida (8.4%).

Chase Home Finance LLC acquired the Mortgage Loans originated by
or for JPMorgan or its affiliates after the origination.  Chase
Home Finance LLC sold the mortgage loans to Chase Mortgage Finance
Corporation, who deposited the loans in the trust which issued the
certificates.  The Bank of New York Trust Company, N.A ('AA-/F1+')
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CITY OF WALLER: Moody's Lifts Rating on Bonds to Baa3 from Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba1 the
underlying rating for City of Waller's outstanding general
obligation bonds totaling $2.19 million.  The rating upgrade
reflects the City's ongoing tax base growth, and improved
financial performance.  Additional rating considerations included
the slightly elevated debt burden that is somewhat mitigated by a
healthy rate of principal retirement.  Annual principal and
interest payments for the outstanding obligations are secured by
the proceeds of a continuing, direct annual ad valorem tax levied,
within the limits prescribed by law, against taxable property
within the City.

Increasing Highway Access Boosts Tax Base Growth

The City of Waller is located along Highway 290 approximately 45
miles northwest of downtown Houston (Moody's rated Aa3).  
Commercial and light industrial businesses have spurred tax base
expansions, which have experienced a five-year average annual
growth rate of 8.9%.  Fiscal 2008 taxable values increased 3.2% to
$106.32 million.  Officials attribute 53% of the tax base growth
to new construction.  City officials report an additional 975
acres in the extraterritorial jurisdiction which has been released
from the City of Houston.  Recently completed improvements to
Highway 290 have increased highway access and officials are
currently working on a comprehensive plan to appropriately zone
with a particular focus on freeway regions.  Given the City's
proximity to the Houston metro-area and increased accessibility,
Moody's anticipates continued economic expansions.

Improved Financial Performance Expected to Continue

Historically the City operated with narrow financial reserves,
ending fiscal year 2002 with $46,000 or 3.8% of General Fund
revenues in fund balance.  Additionally, transfers from the water
and sewer and gas fund have traditionally offset operating
deficits in the General Fund, which was the primary reason why
Moody's downgraded the City of Waller to Ba1 in 1998.  Officials
strategically worked to reduce its reliance on the enterprise
fund, with fiscal 2003 being the last year a transfer of that
nature was made.  Since fiscal 2004, the City no longer relies on
a transfer from the enterprise fund. Transfers from the enterprise
fund are now based on allocated administrative costs.

Over the same period, financial performance has improved with the
FYE 2006 General Fund balance of $584,211 or a favorable 37.5% of
general Fund revenues.  Officials report a FYE 2007 General Fund
balance increase to $625,610.  Additionally, the City has a policy
to at least three months of operating expenditures in the General
Fund reserve.  Prudent financial management has strategically cut
expenditures and conservatively estimated revenues to make such
vast reserve performance improvements.  Furthermore, increased
sales tax revenues and property tax rate increases have helped to
boost the reserve.  Operating revenues are primarily derived from
sales tax collections (41.1%) with property tax collections
contributing an additional 23.9% and charges for services adding
17.6%.

Driven by increased retail and restaurant sales, sales tax
collections have grown at a favorable five year average rate of
16.2%.  The City's maintenance and operation tax rate increased
over the previous four years but in fiscal 2008 the M&O tax rate
decreased $0.30 per $1,000 of assessed value to $2.12/$1,000.  
Given the City's reliance on an economically cyclical revenue
source, Moody's believes officials to be prudent in the build-up
of reserve levels and anticipates continued trends of this nature.

Rapid Principal Retirement Keeps Burden Manageable

The City's direct and overall debt ratios are somewhat elevated at
2.2% and 6.5%, respectively, both expressed as a percent of fiscal
2008 assessed valuation.  Officials do not anticipate selling
additional debt over the medium term.  Principal retirement is
above-average with 71.7% amortized over the subsequent ten years.  
Given historically moderate tax base expansions, the lack of
additional borrowing plans, and a rapid principal retirement,
Moody's anticipates the City's debt burden to remain manageable.

Key Statistics:

  * 2006 US Census Estimated Population: 2,045
  * 2008 Full Valuation: $106.32 million
  * 2008 Full Value per Capita: $51,990
  * 2000 Census Per Capita Income as % of State: 75.8%
  * Direct Debt Ratio: 2.2%
  * Overall Debt Ratio: 6.5%
  * Payout of Principal (10 years): 71.7%
  * FY 2006 General Fund balance: $584,211 (37.5% of General
    Fund revenues)

Unaudited FYE 2007 General Fund balance: $625,610
General Obligation Debt Outstanding: $2.19 million


COLUMBUS MCKINNON: Moody's Lifts Corporate Family Rating to B3
--------------------------------------------------------------
Moody's Investors Service upgraded Columbus McKinnon's corporate
family rating and its probability of default rating to Ba3 from B1
as the company continues to show strong operating performance and
demonstrates its commitment to creating a conservative capital
structure through debt reductions.  At the same time, Moody's
upgraded the company's senior subordinated notes to B1 from B2.  
The rating outlook is stable.

The upgrade of the ratings reflects CMCO's strong operating
performance as robust growth in the global industrial and
manufacturing industries leads to solid demand of its products.  
In addition to improving efficiencies, this growth has allowed
CMCO to reduce debt, resulting in credit metrics appropriate for
the Ba3 level.  For LTM September 2007, CMCO's key credit metrics
are: EBITDA margin exceeding 16%; free cash flow/debt near 21%;
debt/EBITDA at 2.1 times; and, EBIT/Interest expense of 4.6 times.  
Moody's expects that CMCO will continue to focus on its operations
and to maintain a conservative financial strategy characterized by
debt reductions and improved liquidity.

Balancing these strengths is Moody's belief that CMCO will pursue
"bolt-on" acquisitions that could require incremental capital
investments.  Additionally, the company has sales concentrated in
North America, making it susceptible to regional volatility that
can lead to fluctuations in its revenue base.

The stable outlook reflects Moody's expectations that CMCO's debt
protection measures will continue to improve over the next twelve
to eighteen months.  CMCO should be able to take advantage of the
robust demand in its end markets and use free cash flow to enhance
its liquidity.  The key risks that CMCO faces are the volatility
in its end markets including general manufacturing, which is
concentrated in North America, and not being able to pass rising
commodity costs through to customers.

The rating for the senior subordinate notes reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of Ba3, and a loss given default of LGD 4.  The B1
rating assigned to the $136 million senior subordinated notes are
the most junior obligations in CMCO's capital structure.

These ratings/assessments were affected by this action:
  -- Corporate family rating to Ba3 from B1;
  -- Probability of default rating to Ba3 from B1; and,
  -- $136 million senior subordinated notes due 2013 to B1
     (LGD4, 64%) from B2 (LGD4, 67%).

Columbus McKinnon Corporation, headquartered in Amherst, New York,
is a manufacturer of material handling products.  Revenues for the
twelve months ended September 30, 2007 totaled about $600 million.


COMMUNITY HEALTH: Selling Nine Hospitals to Capella for $315 Mil.
-----------------------------------------------------------------
Community Health Systems Inc. has signed a definitive agreement
with Capella Healthcare, pursuant to Capella Healthcare acquiring
its nine general acute care hospitals for approximately
$315 million.

Capella Healthcare will funding the deal with a combination of
equity capital from Capella's partner GTCR Golder Rauner and debt
financing led by Citigroup Global Markets Inc., Banc of America
Securities LLC and Merrill Lynch Capital. Merrill Lynch acted as
M&A advisor to Capella on this transaction.

"This is a banner day for the Capella team, in that this
transaction represents significant growth for our company and our
hospitals," Daniel S. Slipkovich, chief executive officer of
Capella, said.  "CHS is known for running clinically strong,
operationally sound community hospitals.  We are excited about the
opportunity to share our expertise and our resources with these
facilities to build on their strong track records."

Both companies are working on the regulatory approval processes
and expect to close the transaction by first quarter 2008.

Founded in 2005, Capella presently owns and operates five thriving
hospitals across the nation.  During its time of ownership,
Capella has invested millions of dollars in improving and
expanding its family of hospitals.

Combined, the nine hospitals being acquired by Capella have 1,070
beds and employ nearly 4,000 people.  They include:

   -- Willamette Valley Medical Center in McMinnville, Oregon,
      an 80-bed hospital accredited by The Joint Commission
      that is located 40 miles southwest of Portland;

   -- Saint Mary's Regional Medical Center in Russellville,
      Arkansas, a 170-bed facility accredited by The Joint
      Commission that has served the Arkansas River Valley
      since 1925;

   -- National Park Medical Center in Hot Springs, Arkansas, a
      166-bed facility accredited by The Joint Commission that
      serves five counties in Central Arkansas;

   -- Mineral Area Regional Medical Center in Farmington,
      Missouri, a 135-bed facility accredited by the American
      Osteopathic Association and located 80 miles south of
      St. Louis;

   -- White County Community Hospital in Sparta, Tennessee, a
      60-bed facility accredited by The Joint Commission that
      is located 60 miles east of Nashville;

   -- Parkway Medical Center in Decatur, Alabama, a 120-bed
      hospital accredited by The Joint Commission that is
      located approximately 35 minutes west of Huntsville;

   -- Woodland Medical Center in Cullman, Alabama, a 100-bed
      hospital accredited by The Joint Commission that is
      located 45 minutes from both Huntsville and Birmingham;

   -- Hartselle Medical Center in Hartselle, Alabama, a 150-bed
      facility accredited by The Joint Commission that is
      located 45 minutes southwest of Huntsville; and

   -- Jacksonville Medical Center in Jacksonville, Alabama, an   
      89-bed facility accredited by The Joint Commission that
      is located 80 miles east of Birmingham.

Four of the nine hospitals - Jacksonville Medical, St. Mary's,
National Park and Willamette Valley - were previously owned by
Triad Hospitals Inc.  Community Health Systems completed its
acquisition of Triad in July.

"Capella is focused on providing quality care by helping hospitals
reach their full potential and meet the healthcare needs of their
communities," Tom Anderson, president and co-founder of Capella,
said.  "We are looking forward to working with the employees,
medical staffs and boards of these hospitals to best serve their
patients."

                    About Capella Healthcare

Headquartered in Franklin, Tennessee, Capella Healthcare --
http://www.capellahealth.com/-- partners with communities to  
build strong local healthcare systems that are known for quality
patient care.  Capella's senior leadership team has more than 200
years of combined experience managing over 200 hospitals.  With
the financial backing of GTCR Golder Rauner, the company has
access to significant resources for the expansion and improvement
of its hospitals and the services they provide.  Capella operates
five thriving hospitals across the nation.

              About Community Health Systems Inc.

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

                         *     *     *

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


CONMED CORP: Good Performance Cues Moody's to Lift Ratings
----------------------------------------------------------
Moody's Investors Service changed the ratings outlook of ConMed
Corporation from negative to stable.  Moody's also upgraded the
company's senior secured credit facility from Ba2 to Ba1 and
upgraded the senior subordinated notes from B2 to B1.  Moody's
affirmed the company's Ba3 corporate family rating.

The change in the ratings outlook from negative to stable reflects
improving operating performance, improving cash flow, more
conservative financial policy, and stabilization of the
manufacturing issues at its Endoscopic division.  Due to high
single digit revenue growth at its core arthroscopy and powered
surgical instruments divisions, ConMed has been able to grow total
revenues by 6% to 7% over the past four quarters, which is a
meaningful improvement over the sluggish revenue growth that the
company reported at the end of 2005 and during the first three
quarters of 2006.  Based on stronger overall revenue growth,
expanding gross margins, and tight control of operating expenses,
the company has been able to expand operating margins from
slightly over 7% in 2006 and to over 11% of revenues during the
first nine months of 2007.

Moody's upgraded these ratings with a stable outlook:
  -- $100 million Senior Secured Revolver, due 2011, to Ba1,
     LGD2, 20%, from Ba2, LGD3, 30%
  -- $135 million Senior Secured Term Loan B, due 2013, to Ba1,
     LGD2, 20%, from Ba2, LGD3, 30%
  -- $150 million senior subordinated convertible notes, due
     2024, to B1, LGD 5, 80%, from B2, LGD5, 85%

Moody's affirmed these ratings with a stable outlook:
  -- Corporate Family Rating, at Ba3
  -- Probability of Default Rating, Ba3

Located in Utica, New York, ConMed Corporation is a medical device
manufacturer specializing in instruments, implants and video
equipment for arthroscopic sports medicine and powered surgical
instruments, such as drills and saws, for orthopedic,
otolaryngology, neuro-surgery and other surgical specialties.  For
the twelve months ended September 30, 2007, its consolidated
revenues were approximately $674 million.


CONSTELLATION BRANDS: S&P Rates Proposed $500 Million Note at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Constellation Brands Inc.'s proposed
$500 million note offering due 2014.  The rating is the same as
the 'BB-' corporate credit rating on the company.  The note
issuance will be drawn off of the company's Rule 415 shelf
registration of debt securities filed in August 2006.  S&P expect
that net proceeds from the note issuance will be used to fund a
meaningful portion of the company's pending acquisition of Beam
Wine Estates Inc., which the company agreed to acquire from
Fortune Brands Inc. for approximately $885 million.
     
The ratings on Fairport, New York-based Constellation Brands
reflect the company's acquisitive growth strategy, highly
leveraged financial profile, significant debt burden, and
participation in the highly competitive beverage alcohol markets.  
Constellation Brands' highly leveraged financial profile is
somewhat offset by its historically strong cash generation from a
diverse portfolio of consumer brands.

Ratings List

Constellation Brands Inc.
Corporate Credit Rating          BB-/Stable/--

Rating Assigned
Constellation Brands Inc.
$500 Million Unsecured Notes     BB-


CONSTELLATION BRAND: Moody's Rates $500 Mil. Senior Notes at Ba3
----------------------------------------------------------------
Moody's assigned a Ba3 rating to Constellation Brand's
$500 million senior unsecured note issuance which will be used to
fund its previously announced acquisition of Fortune Brands' U.S.
Wine business.  All other ratings of the company are affirmed and
the rating outlook remains stable.

This rating was assigned:
  -- Constellation Brands, Inc. $500 million senior unsecured
     notes due 2014: Ba3; LGD 4; 50%

Moody's said that Constellation's debt-funded purchase of Fortune
Brands' U.S. wine business for $885 million will not impact the
company's current Ba3 CFR rating and stable outlook.  While the
size of the deal is substantial, Moody's do not expect the
increased leverage to push Debt to EBITDA higher than the 6 times
trigger that Moody's previously stated could lead to a downgrade.  
The multiple for the wine business (13-14x previous 12 months
EBITDA) is not unreasonable for a business that adds attractive
premium wine brands and fits with the Constellations overall
expansion strategy.  While Constellation had sufficient cushion in
the current rating level to absorb this acquisition without
placing immediate pressure on the rating, Moody's will expect to
see progress on reducing leverage and on integrating this latest
acquisition before additional large transactions are contemplated.

Constellation's Ba3 rating reflects its aggressive financial
policy and acquisition strategy, which gives rise to considerable
risk of high financial leverage and event risk.  Most of the
company's credit metrics map to B or lower on Moody's Alcoholic
Beverage Rating Methodology grid, with financial policy mapping to
B (down from Ba in previous years).  Offsetting these risks are
Constellation's scale and market diversification, its broad
portfolio of brands covering the wine, spirits and imported beer
categories at all price points, franchise strength and growth
potential, and solid profitability and efficiency, each of which
maps to Baa or better on the methodology grid.

Moody's last took rating action on Constellation Brands on
Mar. 1, 2007 when the company announced its plans to do a debt-
funded share buyback on the heels of a string of acquisitions
including the acquisition of SVEDKA Vodka, announced in February
of this year.  Moody's at that time downgraded the corporate
family rating to Ba3 from Ba2 and said that the string of
acquisitions followed by the shift to a more aggressive financial
policy as demonstrated by the share buyback led to the downgrade.

The SGL-2 Speculative Grade Liquidity rating for Constellation
Brands, Inc., reflects overall good liquidity, given the company's
ongoing strong financial performance, ample availability under the
revolver, modest covenant cushion and its unencumbered asset base.  
In Moody's view, the company may rely on its revolving credit
facility over the next twelve months, largely due to notable
seasonality in working capital funding needs and a sizeable debt
maturity of $200 million due in February 2008.

The rating outlook is stable reflecting the company's solid
business franchise, good product and geographic diversity, strong
margins and the expectation that cash flow generation will
continue to be solid as well as the view that the company's
current leverage can be tolerated at this rating level.

Headquartered in Fairport, New York, Constellation Brands, Inc.
had LTM sales of approximately $5.1 billion and is a leading
international producer and marketer of beverage alcohol brands
with a broad portfolio across the wine, spirits, and imported beer
categories.


CREDIT BASED: Fitch Affirms Ratings on $398.7MM Certificates
------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Credit Based
Asset Servicing and Securitization LLC (C-BASS) transactions.  
Affirmations total $398.7 million and downgrades total
$7.1 million.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

C-BASS 2005-CB1
  -- $4.4 million class A affirmed at 'AAA' (BL: 98.73, LCR:
     8.77);
  -- $26.8 million class M-1 affirmed at 'AA' (BL: 73.11, LCR:
     6.49);
  -- $20.7 million class M-2 affirmed at 'A' (BL: 29.36, LCR:
     2.61);
  -- $6.3 million class M-3 affirmed at 'A-' (BL: 25.5, LCR:
     2.26);
  -- $5.5 million class B-1 affirmed at 'BBB+' (BL: 22.17, LCR:
     1.97);
  -- $5.1 million class B-2 affirmed at 'BBB' (BL: 19.36, LCR:
     1.72);
  -- $4.7 million class B-3 affirmed at 'BBB-' (BL: 17.15, LCR:
     1.52);
  -- $5.5 million class B-4 affirmed at 'BB+' (BL: 14.77, LCR:
     1.31);
  -- $4 million class B-5 affirmed at 'BB' (BL: 13.11, LCR:
     1.16).

Deal Summary
  -- Originators: Various Originators
  -- 60+ day Delinquency: 26.27%,
  -- Realized Losses to date (% of Original Balance): 0.88%;
  -- Expected Remaining Losses (% of Current Balance): 11.26%;
  -- Cumulative Expected Losses (% of Original Balance): 3.39%.

C-BASS 2005-CB2
  -- $41.9 million class M-1 affirmed at 'AA' (BL: 66.22, LCR:
     5.06);
  -- $19.1 million class M-2 affirmed at 'A' (BL: 44.81, LCR:
     3.43);
  -- $6 million class M-3 affirmed at 'A-' (BL: 35.82, LCR:
     2.74);
  -- $5.6 million class B-1 affirmed at 'BBB+' (BL: 22.11, LCR:
     1.69);
  -- $3.4 million class B-2 affirmed at 'BBB' (BL: 18.56, LCR:
     1.42);
  -- $4.8 million class B-3 affirmed at 'BBB-' (BL: 16.26, LCR:
     1.24);
  -- $4.8 million class B-4 affirmed at 'BB+' (BL: 14.31, LCR:
     1.09);
  -- $4.4 million class B-5 affirmed at 'BB' (BL: 12.61, LCR:
     0.96), removed from Rating Watch Negative.

Deal Summary
  -- Originators: Various Originators
  -- 60+ day Delinquency: 29.86%;
  -- Realized Losses to date (% of Original Balance): 1.89%;
  -- Expected Remaining Losses (% of Current Balance): 13.08%;
  -- Cumulative Expected Losses (% of Original Balance): 5.04%.

C-BASS 2005-CB3
  -- $48.8 million class A affirmed at 'AAA' (BL: 74.3, LCR:
     6.23);
  -- $26.7 million class M-1 affirmed at 'AA+' (BL: 53.46, LCR:
     4.48);
  -- $14.4 million class M-2 affirmed at 'AA-' (BL: 40.72, LCR:
     3.42);
  -- $6.4 million class M-3 affirmed at 'A+' (BL: 35.95, LCR:
     3.02);
  -- $6 million class M-4 affirmed at 'A' (BL: 29.76, LCR:
     2.5);
  -- $5.6 million class B-1 affirmed at 'A-' (BL: 21.54, LCR:
     1.81);
  -- $4.8 million class B-2 affirmed at 'BBB+' (BL: 19.01, LCR:
     1.59);
  -- $4.1 million class B-3 affirmed at 'BBB+' (BL: 16.87, LCR:
     1.42);
  -- $3.7 million class B-4 affirmed at 'BBB' (BL: 15.09, LCR:
     1.27);
  -- $4.1 million class B-5 affirmed at 'BB+' (BL: 13.32, LCR:
     1.12);
  -- $7.1 million class B-6 downgraded to 'B' from 'BB' (BL:
     10.36, LCR: 0.87).

Deal Summary
  -- Originators: Various Originators
  -- 60+ day Delinquency: 26.44%;
  -- Realized Losses to date (% of Original Balance): 0.74%;
  -- Expected Remaining Losses (% of Current Balance): 11.92%;
  -- Cumulative Expected Losses (% of Original Balance): 4.66%.

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 BASED: Fitch Cuts Rating on Class B-3 to B from B+
---------------------------------------------------------
Fitch Ratings has affirmed 11, downgraded 1, and placed 1 class on
Rating Watch Negative (with 1 class remaining on Watch Negative)
from the following 2 Credit Based Asset Servicing and
Securitization LLC (C-BASS) issues:

Series 2002-CB5:
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 affirmed at 'BB';
  -- Class B-2 rated 'BB-', remains on Rating Watch Negative;
  -- Class B-3 downgraded to 'B' from 'B+', and is removed from
Rating Watch Negative.

Series 2004-CB8:
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A';
  -- Class B-1 affirmed at 'A-';
  -- Class B-2 affirmed at 'BBB+';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 rated 'BB' is placed on Rating Watch Negative.

The collateral for the above trusts consists primarily of first
liens extended to sub-prime borrowers with minimal percentages of
FHA/VA loans and sub and re-performing loans.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $128 million of outstanding certificates.  The
$262,870 of outstanding certificates being downgraded classes and
the $11.3 million classes placed on Rating Watch Negative reflect
deterioration in the relationship of CE to future loss
expectations.

The overcollateralization of both the trusts is below the target
amount and has experienced several months in the past year of OC
deterioration.  The deteriorating relationship of losses to excess
spread in the trusts has put negative pressure on the subordinate
bonds.

All the above transactions are being serviced by Litton Loan
Servicing LP, which is Rated 'RPS1', Rating Watch Negative by
Fitch.


CS 2006-TFL2: Fitch Rates $5.5 Million Class ARG-B Trust at BB-
---------------------------------------------------------------
Fitch Ratings has affirmed CS 2006-TFL2, commercial mortgage pass-
through certificates, as:

  -- $1.137 billion class A-1 at 'AAA';
  -- $536 million class A-2 at 'AAA';
  -- Interest-only class A-X-1 at 'AAA';
  -- Interest-only A-X-2 at 'AAA';
  -- Interest-only class A-X-3 at 'AAA';
  -- $41 million class B at 'AA+';
  -- $41 million class C at 'AA';
  -- $33 million class D at 'AA-';
  -- $25 million class E at 'A+';
  -- $19 million class F at 'A';
  -- $19 million class G at 'A-';
  -- $19 million class H at 'BBB+';
  -- $20 million class J at 'BBB';
  -- $22 million class K at 'BBB-';
  -- $16.3 million class L at 'BBB-'.

These are rated by Fitch and are non-pooled components of the
related trust assets:

  -- $64.2 million class KER-A at 'AA-';
  -- $45.7 million class KER-B at 'A';
  -- $40 million class KER-C at 'A-';
  -- $49.3 million class KER-D at 'BBB+';
  -- $49.7 million class KER-E at 'BBB';
  -- $66.1 million class KER-F at 'BBB-';
  -- $37.3 million class SHD-A at 'AA+';
  -- $35.5 million class SHD-B at 'AA';
  -- $34.3 million class SHD-C at 'A+';
  -- $26.8 million class SHD-D at 'A-';
  -- $33.5 million class SHD-E at 'BBB-';
  -- $11 million class BEV-A at 'BBB-';
  -- $21.7 million class QUN-A at 'AA-';
  -- $20 million class QUN-B at 'A';
  -- $29.3 million class QUN-C at 'BBB';
  -- $18.9 million class QUN-D at 'BBB-';
  -- $7 million class ARG-A at 'BB';
  -- $5.5 million class ARG-B at 'BB-';
  -- $18.8 million class MW-A at 'AA';
  -- $11.3 million class MW-B at 'A';
  -- $4 million class NHK-A at 'BBB-';
  -- $378 million class SV-A1 at 'AAA';
  -- $126 million class SV-A2 at 'AAA';
  -- Interest-only SV-AX at 'AAA';
  -- $61 million class SV-B at 'AA+';
  -- $31 million class SV-C at 'AA';
  -- $31 million class SV-D 'AA-';
  -- $30 million class SV-E 'A+';
  -- $31 million class SV-F 'A';
  -- $30 million class SV-G 'A-';
  -- $54 million class SV-H 'BBB+';
  -- $34 million class SV-J 'BBB';
  -- $39 million class SV-K 'BBB-'.

The affirmations are the result of stable pool performance since
issuance and ongoing stabilization of the underlying assets.  As
of the October 2007 distribution date, the transaction's aggregate
principal balance has decreased 18.2% to $2.785 billion from
$3.403 billion at issuance.  All loans are scheduled to mature in
2008 and have extension options ranging from one to three years.

Fitch reviewed servicer provided operating statement analysis
reports for all of the loans in the transaction as well as updated
sales reports for the condominium properties.  Based on their
stable performance since issuance the loans maintain their
investment grade shadow ratings.

The largest loan in the transaction, The Sava Healthcare Portfolio
(28.5% of the trust), consists of two partially cross-
collateralized and cross-defaulted loans: the Sava Portfolio,
consisting of 169 properties and the Fundamental Portfolio,
consisting of 28 properties.  The Sava Portfolio and the
Fundamental Portfolio are bridge loans until the individual assets
are refinanced through the HUD 232 Program, which insures
mortgages that cover the construction, rehabilitation, purchase,
and refinancing of nursing homes, intermediate care facilities,
board and care homes, and assisted living facilities.  The
portfolios benefit from the healthcare management experience of
the sponsor, Rubin Schron.  Occupancy as of March 31, 2007, has
improved to 95.4% from 86.1% at issuance.

The second largest loan in the transaction, The Kerzner Portfolio
(24.1% of the trust), consists of a diverse portfolio of real
estate including resort casinos, golf courses, timeshares, vacant
waterfront land and ongoing construction projects.  The portfolio
benefits from the experience of sponsors Istithmar PJSC, Whitehall
Funds, Kerzner Family, Colony Capital, Baron Funds and The Related
Companies.  Occupancy as of Dec. 31, 2006, is 77% compared to
81.1% at issuance.


CUNNINGHAM LINDSEY: S&P Affirms 'B-' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' counterparty
credit rating on Cunningham Lindsey Group Inc.  The outlook
remains negative.
      
"The affirmation follows the announcement that Fairfax Financial
Holdings Ltd. and LIN have entered into an agreement with Stone
Point Capital LLC," said Standard & Poor's credit analyst Damien
Magarelli.  The agreement with Trident IV L.P. and certain
affiliated entities, which are private equity funds managed by
Stone Point, will change LIN's ownership structure. Stone Point
will gain 51% ownership in LIN by investing $80 million in
capital, while Fairfax's ownership will decrease from 85% to 45%
(LIN management is expected to own 4%) after contributing $30
million as part of the transaction.  The transaction will provide
additional working capital and liquidity for LIN to repay its
$72.8 million unsecured term loan facility due in March 2008, and
LIN plans to refinance its $125 million 7% unsecured Series 'B'
debentures due June 16, 2008, through the new holding company
formed as part of the transaction.
     
LIN is a global claims services company with operations in Canada,
the U.S., the U.K., Europe, the Far East, Latin America, and the
Middle East.  Fairfax currently owns more than 75% of LIN's equity
and had been providing financial support and liquidity to LIN
before this transaction.  The rating also reflects LIN's weak
earnings and cash flow and liquidity dependence on support from
Fairfax, which is expected to own 45% post transaction, and its
new private equity majority owner, Stone Point.
     
The negative outlook is based on the view that LIN is unable to
service its maturing debt obligations in 2008 without external
support either from Fairfax or Stone Point.  The negative outlook
is also based on the view that the transaction noted above has not
yet closed (expected at year-end 2007) and while the March 2008
obligations may be paid down with the proceeds from this
transaction, significant debt obligations of about $125 million
will mature in June 2008.  If the transaction does not close as
expected or Fairfax does not maintain its support for LIN, the
rating would immediately be lowered one notch.
     
As of Sept. 30, 2007, LIN had a net loss of $107 million, and
shareholders' equity of negative $37.5 million due to a goodwill
impairment of $111 million as a result of the transaction with
Stone Point.  However, the negative equity amount does not include
the additional cash infusions from Fairfax or Stone Point, and
following the transaction closing, shareholders' equity is
expected to be positive.


DANA CORP: Indiana and Pine Tree Object to Plan Confirmation
------------------------------------------------------------
As of November 27, 2007, two parties have filed objections to
confirmation of Dana Corp. and its debtor-affiliates' Third
Amended Joint Plan of Reorganization.  Objections are due November
28.  The Debtors will submit the Plan for confirmation on Dec. 10,
2007.

(a) Indiana Environment Department

The Indiana Department of Environmental Management objects to all
portions of the Plan as might be construed to limit or prohibit
its exercise of police or regulatory powers, if and as necessary,
to compel Dana Corp. to address ongoing environmental violations
existing at sites located in the State as a result of the
company's prior operations at those sites.

The Department has filed a $14,000,000 claim against the Debtors
based on the Sites and, to the extent quantifiable, the estimated
cleanup costs at each site.   

Elizabeth A. Whelan, Esq., the state's Deputy Attorney General,
relates that the Debtors and the Department have been exchanging
cleanup information in a good faith attempt to resolve
potentially disputed claims.

The goal of the settlement discussions is to reach an agreed-upon
dollar value of the Department's claims, thus allowing payment
pursuant to the terms of the Plan, Ms. Whelan says.

(b) Pine Tree ISD, et al.

Pine Tree Independent School District, Longview Independent
School District, Hallsville Independent School District, and the
county of Harrison, each have claims against the Debtors, which
are included in the class of claims described as Class 2A Claims
under the Third Amended Joint Plan of Reorganization.

Michael Reed, Esq., at McCreary, Veselka, Bragg & Allen, P.C., in
Round Rock, Texas, relates that the secured claims arise from
property taxes for the tax years 2005-2007 due on the Debtors'
real and business personal property located in Texas.

According to the laws of the state of Texas, the tax liens
securing property taxes are superior claims over any other claim
or lien against the property.  

Mr. Reed points out that the Plan provisions dealing with the
secured claims fail to provide fair and equitable treatment to
the Creditors' secured claims as required by Section 1129(b)(1)
and (2)(A) of the Bankruptcy Code, in that their secured claims
are entitled to express retention of all property tax liens,
including those for postpetition taxes, until all taxes,
penalties and interest protected by those liens have been paid.

Mr. Reed also points out that the Plan fails to provide for
interim interest as required by Section 506(b), at the statutory
rate provided in Section 511, being 1% per month as required by
the Texas Property Tax Code.  The interest must be paid in cash
in full as a component part of the Creditors' Tax Claims,
calculated through the Effective Date of the plan and to be
paid on the Effective Date, he contends.

To the extent the Tax Claims not be paid for any reason, on the
Effective Date, Mr. Reed asserts that post-Effective Date
interest at the same statutory rate of 1% per month must be
provided for the Claims.

To the extent that prepetition penalty has attached to any of the
Tax Claims, that prepetition penalty is entitled to be considered
a part of the Claims and must be paid in cash, in full on the
Effective Date, he further asserts.

Furthermore, to the extent any claims for administrative expense
are not timely paid as provided in the Plan, the Tax Claims will
be entitled to interest and penalty to be paid in full in cash on
the ultimate resolution and payment of these claims as provided
in Section 503.

Pine Tree, et al., also object to the bar date for objections to
claims being 150 days after the Effective Date.

                           About Dana

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

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


DANA CORP: Creditors Committee Supports Appaloosa Settlement Pact
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors supports Dana Corp.
and its debtor-affiliates' settlement with Appaloosa Management,
L.P.

As reported in the Troubled Company Reporter on Nov. 28, 2007, the
Debtors asked the Court to approve a settlement that resolves
their disputes with Appaloosa, which had lost a bid to provide
equity exit financing to the company.  Under the settlement, Dana
agreed to reimburse up to $2,000,000 for out-of-pocket expenses
Appaloosa Management incurred in the Chapter 11 cases, in exchange
for its support to Dana's Joint Plan of Reorganization.

The Creditors Committee was party to the Settlement and was
involved in the negotiation of its terms.  It believes that the
provisions of the Settlement are fair, reasonable, and
appropriate under the circumstances.

Among other things, the Settlement will resolve potential
obstacles to confirmation of the Debtors' plan of reorganization
and permit Appaloosa to acquire unsecured claims prior to the
Trade Claims Record Date, the Creditors Committee says.

Moreover, while the Creditors Committee has agreed to support
$2,000,000 in reasonable fees and expenses incurred by Appaloosa
in the Debtors' bankruptcy cases, the panel says Appaloosa must
still file an application that will be subject to Court review
and approval pursuant to Section 503(b) of the Bankruptcy Code.

                           About Dana

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

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


DANA CORP: Noteholders Balk at Appaloosa Settlement Agreement
-------------------------------------------------------------
The Ad Hoc Committee of Dana Noteholders tells the U.S. Bankruptcy
Court for the Southern District of New York that, initially, Dana
Corp. and its debtor-affiliates have brought the Appaloosa
settlement to the panel but it was summarily rejected because the
panel saw that the settlement was nothing more than a gift in
exchange for the removal of a hollow threat, which in this case,
is Appaloosa's appeal.

The Ad Hoc Committee, whose membership currently consists of
holders of approximately $1,400,000,000 of Dana Corp.'s unsecured
bonds, believes that it is inappropriate at this point for the
Creditors Committee to support an application by Appaloosa under
Section 503(b) for reimbursement of its expenses, particularly
when the contents of those fee applications are unknown.

The Ad Hoc Committee contends that those fee applications cannot
be supported on the bases of Appaloosa having made a "substantial
contribution" to the Debtors' bankruptcy cases.

Furthermore, the Ad Hoc Committee points out that the Debtors and
the Creditors Committee, who is not a party to the Plan Support
Agreement, cannot unilaterally waive Appaloosa's breach of the
Plan Support Agreement to permit it to participate in the Series
B preferred offering because the terms of the Plan Support
Agreement require the consent of all its parties.

As reported in the Troubled Company Reporter on Nov. 28, 2007, the
Debtors asked the Court to approve a settlement that resolves
their disputes with Appaloosa, which had lost a bid to provide
equity exit financing to the company.  Under the settlement, Dana
agreed to reimburse up to $2,000,000 for out-of-pocket expenses
Appaloosa Management incurred in the Chapter 11 cases, in exchange
for its support to Dana's Joint Plan of Reorganization.

                           About Dana

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

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


DANA TOWER: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dana M. Tower
        Tiffany L. Brack
        28 Stonebridge Road
        Groveland, MA 01834

Bankruptcy Case No.: 07-17572

Chapter 11 Petition Date: November 28, 2007

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Peter L. Hatem, Esq.
                  Hatem and Mahoney, L.L.P.
                  859 Turnpike Street
                  North Andover, MA 01845-6149
                  Tel: (978) 685-3368
                  Fax: (978) 682-1712

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


DELPHI CORP: Delays Hearing on Chapter 11 Disclosure Statement
--------------------------------------------------------------
As widely reported, Delphi Corp. and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Southern District of New York
to to reschedule to December 6, 2007, the hearing to consider
approval of the disclosure statement explaining the terms of
their Joint Plan of Reorganization.

The hearing on the Disclosure Statement, which has been moved
three times, was last scheduled for November 29, 2007.  Delphi
needs to obtain the Court's approval of the document before it
could begin soliciting votes from creditors entitled to vote on
the Plan.

According to Dow Jones Newswire, Delphi spokesman Lindsey
Williams said that the delay won't affect the company's plan to
emerge from Chapter 11 in the first quarter of 2008.  The auto-
parts supplier sought a postponement to resolve objections to
proposed amendments to the Plan.

Delphi on October 30 and November 14 disclosed the potential
amendments, which will (i) reduce the amount of financing it will
obtain to exit Chapter 11, (ii) amend terms of its investment
agreement with Appaloosa Management L.P.-led investors, and (iii)
provide for less cash available for use as "currency" in the
Plan.

The Official Committee of Equity Security Holders, which,
together with General Motors Corp. and certain of the Debtors'
unions, supported the original terms of the Plan, has expressed
opposition to the proposed amendments.  Bonnie Steingart, Esq.,
at Fried, Frank, Harris, Shriver & Jacobson LLP, in New York,
notes, among other things, that under the proposed amendments,
equity holders will receive less, while Appaloosa, et al., will:

  -- double their immediate return on their minimum investment
     of $975,000,000, from 27.5% to 54.8% under the proposed
     amendment to the investment agreement; and

  -- nearly triple their immediate return on their maximum
     investment of $2,550,000,000, from 20.8% to 58.5%.

The Equity Committee says that the Disclosure Statement is devoid
of any legitimate rationale for the grant of that extraordinary
windfall to the Plan Investors.

The Official Committee of Unsecured Creditors, which members will
receive shares of new common stock of reorganized Delphi, also
said it will no longer support the Plan.  It notes that while
proposed recovery to unsecured creditors has been reduced (the
original Plan contemplated on providing these claimants a
combination of cash and stock), consideration to the Plan
Investors has been increased.  The Creditors Committee says that
unsecured creditors will likely reject the Plan and the Debtors
will not be able to have the Plan confirmed absent support from
these creditors.

General Motors, which will recover $2,700,000,000 in cash, notes
and stock, has expressed support to the potential amendments to
the Plan.

                    About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that Plan.  
(Delphi Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIRECTED ELECTRONICS: Moody's Cuts Corporate Family Rating to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Directed Electronics'
corporate family rating to B2 from B1 and the probability of
default rating to B3 from B2 following continued softness in the
company's operating performance.  At the same time, the ratings on
the senior secured credit facility (term loan and revolver) were
also downgraded to B2 from B1 and the ratings were placed under
review for further possible downgrade.  LGD assessments are also
subject to change.

"The downgrade reflects the softness in Directed's operating
performance, highlighted by a 42% decrease in satellite radio
product sales, and the failure to delever following the Polk Audio
acquisition in September 2006" said Kevin Cassidy, Vice
President/Senior Credit Officer at Moody's Investors Service.    
"The downgrade also reflects a general deterioration in credit
metrics since the Polk acquisition, which Moody's believes will
not materially recover in the near term, with adjusted leverage
for the twelve months ended September 2007 increasing by more than
a turn to over 5x and interest coverage falling a half-turn to
below 2x" said Cassidy.

"The review for possible downgrade will focus on the company's
ability to comply with or amend its financial covenants and
demonstrate improvement in its business during the critical
holiday shopping season and, if improved, Moody's view of the
sustainability of the improvement, given the continued softness in
consumer spending for discretionary items" said Cassidy.  The
review will also focus on the uncertainty surrounding the SIRIUS
satellite radio and XM Radio merger, including yesterday's
announcement that Directed's contract with SIRIUS was extended
through August 2008.

These ratings were downgraded:
  -- Corporate family rating to B2 from B1;
  -- Probability of default rating to B3 from B2;
  -- $306 million senior secured term loan, due 2011, to B2
     (LGD 3, 34%) from B1 (LGD 3, 32%);
  -- $100 million senior secured revolver, due 2010, to B2 (LGD
     3, 34%) from B1 (LGD 3, 32%)

Directed Electronics, Inc., designs and markets home speakers,
consumer branded vehicle security, vehicle remote start and
convenience systems and is a supplier of aftermarket satellite
radio receivers.  Sales for the twelve months ended September 30,
2007 approximated $460 million.


DLJ MORTGAGE: Fitch Holds 'BB+' Rating on $22.3 Mil. Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed DLJ Mortgage Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-CF1,
as:

  -- $8.4 million class B-3 at 'AAA';
  -- $22.3 million class B-4 at 'BB+'.

Classes A-1A through B-2 have been paid in full. Fitch does not
rate the $2.8 million class C certificates.

As of the November 2007 distribution date, the pool has paid down
92.8% to $33.5 million from $470.1 million at issuance.

There are currently four loans remaining in the pool, which mature
between February 2011 and January 2016.  Three of the remaining
four loans (65.8%) are fully amortizing and have paid down a
combined 41.5% since issuance.  The other loan (34.2%) is an
amortizing balloon loan.  Each loan is out of its respective
lockout period and can prepay, provided a flat percentage
prepayment penalty or yield maintenance is paid.  The weighted
average interest rate is 8.3%.

The performance of the remaining loans has improved since
issuance.  The weighted average net-operating income as of year
end 2006 has improved 38.1% since issuance.  In addition,
occupancy remains strong at 96.6% compared to 97.6% at issuance.


ELEPHANT TALK: Sept. 30 Balance Sheet Upside-Down by $8.1 Million
-----------------------------------------------------------------
Elephant Talk Communications Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $23.6 million in total assets,
$31.4 million in total liabilities, and $271,549 in minority
interest, resulting in an $8.1 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $9.3 million in total current
assets available to pay $28.7 million in total current
liabilities.

The company reported a net loss of $1.0 million on revenues of
$11.6 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $3.1 million on revenues of $29,521 in the same
period last year.

Revenues for the three months ended Sept. 30, 2007, were derived   
primarily from the premium rate services provided by the company's
subsidiary Elephant Talk Communication Holding AG to its
customers.

Cost of revenues was $11.6 million for the three months ended
Sept. 30, 2007, compared to $26,956 for the same period in 2006.
Cost of revenues includes depreciation & amortization directly
attributable to revenue.

Gross margins for the three months ended Sept. 30, 2007, was a
loss of $27,846 as compared to a profit of $2,565 for the same
period in 2006.

Selling, general and administrative expenses were $704,010 for the
three months ended Sept. 30, 2007, compared to $1.7 million for
the same 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?25dd

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Kabani & Company Inc. expressed substantial doubt about Elephant
Talk Communications Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2006.  The auditing firm pointed to the
company's loss of $4,829,665, working capital deficit of
$3,181,589, accumulated deficit of $16,962,100, and cash used in
operations of $1,330,061.

                       About Elephant Talk

Based in Orange, California, Elephant Talk Communications Inc.
(OTC BB: ETLK) -- http://www.elephanttalk.com/-- until recently  
was engaged in the long distance telephone business in China and
the Special Administrative Region Hong Kong.  The company
currently operates a switch-based telecom network with national
licenses and direct fixed line interconnects with the
Incumbents/National Telecom Operators in eight (8) European
countries, one (1) in the Middle East (Bahrain), licenses in Hong
Kong and the U.S.A. and partnerships with telecom operators in
Scandinavia, Poland, Germany and Hong Kong.


EL PASO: Affiliate Inks Deal to Purchase 50% of Gulf LNG Stake
--------------------------------------------------------------
El Paso Corporation's subsidiary has entered into an agreement to
acquire a 50% interest in the Gulf LNG Clean Energy Project, a
planned liquefied natural gas terminal in Pascagoula, Mississippi.  

A subsidiary of El Paso will operate the facility and will manage
its construction.  The terminal is expected to be placed in
service in late 2011 at an estimated cost of $1.1 billion.

The Crest Group, consisting of Houston-based investors, will own
30% of the project, and Sonangol USA will own 20%.  Sonangol is
the state-owned national oil company of Angola, responsible for
the development of Angola's hydrocarbon resources.

The agreement to acquire an interest in the project from the Crest
Group and Sonangol is subject to the clearance of certain
customary contractual terms and conditions.

"We are pleased to extend our presence and expertise in the LNG
terminal business through the Gulf LNG project," said Norman G.
Holmes, senior vice president and chief commercial officer of
Southern Natural Gas Company, a wholly owned subsidiary of El
Paso.  

"El Paso has a long history with LNG, and we are excited to
develop new infrastructure that provides additional sources of
natural gas to meet the nation's growing energy needs."

The project, which received its Federal Energy Regulatory
Commission certificate in February 2007, includes the construction
of two, 160,000 cubic meter storage tanks with a combined capacity
of 6.6 billion cubic feet (Bcf); 10 vaporizers, providing a base
send-out capacity of 1.3 Bcf/d; and five miles of 36-inch
pipeline, connecting the terminal to the Gulfstream, Destin,
Florida Gas Transmission, and Transco pipelines.

Gulf LNG has negotiated 20-year firm service agreements for all of
the capacity of the terminal with a group of LNG producers,
including several major oil and gas companies, to support the
facility and provide a source of LNG.

El Paso owns one of only four operating land-based LNG
regasification terminals in the U.S., located at Elba Island near
Savannah, Georgia.

                    About El Paso Corporation

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP) --
http://www.elpaso.com/-- is an energy company that provides      
natural gas and related energy products.  The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe.  It also owns approximately 470 billion
cubic feet of storage capacity and a liquefied natural gas import
facility with 806 million cubic feet of daily base load send out
capacity.  El Paso's exploration and production business is
focused on the exploration for and the acquisition, development
and production of natural gas, oil and natural gas liquids in the
United States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing.  It
also has a Power segment, which holds its remaining interests in
international power plants in Brazil, Asia and Central America.   

Southern Natural Gas Company's business consists of the interstate
transportation and storage of natural gas and LNG terminalling
operations.

Colorado Interstate Gas Company's business consists of the
interstate transportation, storage and processing of natural gas.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on El Paso Corp. and subsidiaries.  The outlook
remains positive.


ENTRAVISION COMM: Explores Strategic Options for Ad Operations
--------------------------------------------------------------
Entravision Communications Corporation has decided to explore
strategic alternatives for its outdoor advertising operations and
has retained Citi and Moelis Advisors, a division of Mercanti
Securities LLC, to act as its financial advisors in this process.

Entravision's outdoor advertising operations operate under the
name Vista Media and consist of approximately 10,400 advertising
faces concentrated primarily in New York and Los Angeles.

"Following a thorough review of our operations and business plans
in consultation with our advisors, our board has decided to
explore strategic alternatives for our outdoor advertising
operations in order to unlock the value of these assets to the
benefit of our shareholders," Walter F. Ulloa, Entravision's
chairman and chief executive officer, said.  "We will also
continue to build and invest in our TV and radio assets with the
goal of further strengthening our position in the nation's highest
density Hispanic markets."

Based in Santa Monica, California, Entravision Communications
Corporation (NYSE:EVC) -- http://www.entravision.com/-- is a  
diversified Spanish-language media company utilizing a combination
of television, radio and outdoor operations to reach Hispanic
consumers across the United States, well as the border markets of
Mexico.  Entravision is an affiliate group of both the top-ranked
Univision television network and Univision's TeleFutura network,
with television stations in 20 of the nation's top 50 Hispanic
markets.  The company also operates Spanish-language radio
stations, consisting of 47 owned and operated radio stations.  The
company's outdoor operations consist of approximately 10,400
advertising faces concentrated primarily in New York and Los
Angeles.

Entravision shares of Class A Common Stock are traded on The New
York Stock Exchange under the symbol: EVC.

                          *     *     *

Moody's Investor Services placed Entravision Communications  
Corporation's bank loan debt and long term corporate family
ratings at 'Ba3' in September 2005.  The ratings still hold to
date with a stable outlook.


EQUIFIRST MORTGAGE: Moody's Downgrades Ratings on 17 Tranches
-------------------------------------------------------------
Moody's Investors Service has downgraded seventeen tranches from
five Equifirst Mortgage Loan Trust transactions.  All the
transactions closed in 2003 or 2004 and are backed primarily by
fixed-rate and adjustable rate first lien subprime mortgage loans.

These rating actions were based on the fact that the bonds' credit
enhancement levels, including excess spread, were too low compared
to the projected loss numbers for the prior rating levels.

The complete rating actions are:

Issuer: Equifirst Mortgage Loan Trust 2003-1
  -- Class M-2, downgraded from A2 to Baa1;
  -- Class M-3, downgraded from Baa2 to B3;

Issuer: Equifirst Mortgage Loan Trust 2003-2
  -- Class M-4, downgraded from Baa1 to Baa2;
  -- Class M-5, downgraded from Baa2 to Ba1;
  -- Class M-6, downgraded from Baa3 to B3;

Issuer: Equifirst Mortgage Loan Trust 2004-1
  -- Class M-4, downgraded from A3 to Baa1;
  -- Class M-5, downgraded from Baa1 to Baa3;
  -- Class M-6, downgraded from Baa2 to Ba2;
  -- Class M-7, downgraded from Baa3 to B3;
  -- Class B-1, downgraded from Ba2 to Caa3;

Issuer: Equifirst Mortgage Loan Trust 2004-2
  -- Class M-8, downgraded from Baa2 to Ba1;
  -- Class M-9, downgraded from Baa3 to Ba3;
  -- Class B-1, downgraded from Ba1 to Caa3;

Issuer: Equifirst Mortgage Loan Trust 2004-3
  -- Class M-8, downgraded from Baa1 to Baa2;
  -- Class M-9, downgraded from Baa2 to Ba1;
  -- Class M-10, downgraded from Baa3 to Ba3;
  -- Class B-1, downgraded from Ba1 to B3.


FEDERAL-MOGUL: Expected Chap. 11 Exit Cues Moody's (P)Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service has assigned prospective ratings to the
reorganized Federal-Mogul Corporation -- Corporate Family, (P)Ba3.  
In a related action Moody's assigned a (P)Ba2 rating to new senior
secured credit facilities.  The outlook is stable.  The (P)Ba3
Corporate Family Rating is based on the company's expected
emergence from Chapter 11 with its asbestos liabilities eliminated
and moderately reduced debt levels that should be readily serviced
with the company's strong business in the auto parts sector.  

The ratings also reflect the continued performance of Federal-
Mogul's businesses throughout the bankruptcy process, largely
supported by new program launches and profit improvement programs.  
The company's diverse business segments, as well as geographic and
customer diversity, have also mitigated the effect of Big-3
production declines experienced in North America.  A key
consideration in Federal-Mogul's filing for Chapter 11 in the US
and commencement of restructuring proceedings in the United
Kingdom was the company's exposure to asbestos liabilities; these
liabilities have been addressed through the bankruptcy process and
the company will emerge from bankruptcy with a Federal court
injunction that prevents the assertion of current and future
asbestos claims against the company, and instead directs those
claims to an asbestos trust.

The company has used the Chapter 11 and UK Administration process
primarily to eliminate its asbestos liability exposure, and to
lower pension obligations.  Unlike other auto parts supplier
bankruptcies, Federal Mogul has not used the process primarily to
renegotiate major customer or supplier contracts nor exit major
leases.  However, Federal-Mogul has implemented ongoing
restructurings, facility consolidations, and quality improvement
programs.  These efforts have allowed the company to maintain its
customer base, generate new business awards, move production to
low cost countries, and improve profitability.

The stable outlook reflects the benefits derived from the
restructuring process combined with Federal-Mogul's leading
product lines in diverse business segments which are expected to
further improve the company's credit metrics in 2008.  Federal-
Mogul has a diverse customer base with no customer amounting to
more than 7% of revenues. Federal-Mogul's operating profit margins
are about 7% and are expected to improve over the intermediate
term, which would be viewed favorably under Moody's Auto Supplier
Rating Methodology. Based on its improving margins, the company is
also expected to be free cash flow generative in 2008, which
should provide opportunity for debt reduction. However, marginal
revenue growth in 2008, largely driven by the aftermarket
business, combined with moderate leverage, constrain the company's
ratings.

The company's exit financings will be completed in two steps.  
First, the rated senior secured term and revolving loans, a new
unrated senior secured tranche A loan, and a new unrated junior
secured PIK Note will be used to repay outstandings under the
existing $1.1 billion senior secured DIP facility, bankruptcy
related fees and expenses, prepetition bank and surety debt and,
if necessary, make a $140 million loan to the U.S. asbestos
personal injury trust.  In the second step of the financing, which
is expected to occur within 60 days, the remaining $2,082 million
of the rated senior secured delayed drawn term loans may be used
to repay the unrated tranche A term loan, the unrated junior
secured PIK notes, and provide excess cash.  The unrated
facilities are provided for under the company's plan of
reorganization and include interest rate step ups and other
interest rate adjustments.  The company subsequently negotiated a
potential take-out of the unrated facilities.

Under the Plan of Reorganization for the company's emergence from
Chapter 11, all of the asbestos liabilities of the U.S. and U.K.
entities covered by the Plan will be assumed by an asbestos trust,
and the entities covered by the Plan will be discharged from those
liabilities as set forth in the Plan. The asbestos trust will
receive 50.1% of the equity in reorganized Federal-Mogul, proceeds
from Federal-Mogul's asbestos related insurance policies, certain
additional rights enumerated in the Plan of Reorganization and,
under certain circumstances, a $140 million loan from reorganized
Federal-Mogul.  

An entity affiliated with Carl Icahn will have the option to
purchase the shares of the reorganized Federal-Mogul held by the
asbestos trust within 60 days of Federal-Mogul's emergence for
approximately $775 million.  Current and future U.S. asbestos
claims that are asserted against the asbestos trust will be
satisfied in accordance with the distribution procedures
established by the Trust.  In November 2006, a separate asbestos
trust was established under company voluntary arrangements
approved in the United Kingdom to resolve asbestos claims that
have or will be brought in the United Kingdom against certain of
Federal-Mogul's U.K affiliates.  Restricted cash balances were
moved in November 2006 to fund the U.K. asbestos trust and the
remainder of the company voluntary arrangements.

Federal Mogul is expected to have good liquidity over the next
twelve months.  The $540 million asset-based revolver is expected
to be unfunded upon emergence with sufficient collateral to
support the committed amount of the facility. Pro forma for the
two-step exit financing, Federal-Mogul will have approximately
$700 million of cash on hand.  Post-emergence, the company is
expected to generate positive free cash flow which should support
1% annual amortization under the term loans.  After repayment of
the unrated senior secured tranche A term loan, the senior secured
exit credit facilities will not have financial maintenance
covenants.  The $140 million loan, if made, may be repaid in cash
within 60 days of emergence under certain conditions of the
asbestos trust.  

However, Moody's assumes the loan will be repaid with reorganized
Federal-Mogul stock, a condition provided under the Plan of
Reorganization.  Reorganized Federal-Mogul will have limited
alternate liquidity, as the senior secured credit facilities are
secured by essentially all of the company's domestic subsidiaries'
personal property (including 66% of the stock of certain first-
tier foreign subsidiaries) and certain real property.  For the
year ended 12/31/07, pro forma for the post emergence capital
structure, EBIT/interest would approximate 1.9x and debt/EBITDA
would approximate 4.2x (3.4x, net of cash).

These ratings were assigned:
  -- (P)Ba3 Corporate Family rating;
  -- (P)Ba3 Probability of Default rating;
  -- (P)Ba2 (LGD3, 42%) rating for the $540 million senior
      secured asset based revolver;
  -- (P)Ba2 (LGD3, 42%) rating for the $1 billion senior
      secured delayed term loan facility;
  -- (P)Ba2 (LGD3, 42%) rating for the $1.96 million senior
      secured term loan, which includes a $50 million senior
      secured synthetic letter of credit facility and a $1.91
      billion senior secured delayed draw term loan;

Speculative Grade Liquidity Rating, SGL-2

Future events that have potential to drive Federal-Mogul's outlook
or ratings higher would result from operating performance leading
to improvements in EBIT/Interest coverage to over 3.0x, or in
leverage approaching 3.0x.

Future events that have potential to drive Federal-Mogul's outlook
or ratings lower include decreasing aftermarket volumes or
profitability, production volume declines at the company's OEM
customers, material increases in raw materials costs that cannot
be passed on to customers or mitigated by restructuring efforts,
or deteriorating liquidity.  Consideration for a lower outlook or
rating could arise if any combination of these factors were to
increase leverage, or result in EBIT/Interest coverage below 1.8x
times.

Federal-Mogul Corporation, headquartered in Southfield, Michigan,
is a leading global supplier of vehicular parts, components,
modules and systems to customers in the automotive, small engine,
heavy-duty, marine, railroad, aerospace and industrial markets.  
The company's primary operating segments are: Powertrain - Energy,
Powertrain Sealing and Bearings, Vehicle Safety and Protection,
Automotive Products, Global Afermarket.  Federal-Mogul offers
market-leading products for original equipment and aftermarket
applications.  Annual revenues approximate $6.7 billion.


FINDEX.COM INC: Posts $306,942 Net Loss in Third Quarter 2007
-------------------------------------------------------------
FindEx.com Inc. reported a net loss of $306,942 on revenues of
$476,359 for the third quarter ended Sept. 30, 2007, compared with
net income of $26,349 on revenues of $826,127 for the
corresponding period of 2006.

Loss from operations increased to $298,452 during the third
quarter of 2007, from a loss of $277,671 in the corresponding
period in 2006.  This was primarily due to the decrease in
revenues, which was primarily attributable to the timing
difference of the annual upgrade release for the company's  
flagship product QuickVerse(R).   

The change to a net loss during the three months ended Sept. 30,
2007, primarily reflects a non-cash loss on valuation adjustment
of derivatives of approximately $140,000, as opposed to a non-cash
gain of approximately $237,00 in the same period last year.  

At Sept. 30, 2007, the company's consolidated financial statements
showed $2,706,737 in total assets, $2,674,537 in total
liabilities, and $32,200 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $541,564 in total current assets
available to pay $2,657,811 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25df

                       Going Concern Doubt

As of June 30, 2007, the company had a year-to-date net loss of
$349,233, and negative working capital of $1.9 million and an
accumulated deficit of $7.4 million as of June 30, 2007.
Management believes these factors raise substantial doubt as to
their ability to continue as a going concern through Dec. 31,
2007, but have taken several actions to mitigate against this
risk.  These actions include selling some of its intangible assets
and pursuing mergers and acquisitions that will provide profitable
operations and positive operating cash flow.

                      About FindEx.com Inc.

Headquartered in Omaha, Nebraska, FindEx.com Inc. (OTC BB:
FIND.OB) -- http://www.quickverse.com/-- develops and publishes  
church and Bible study software products designed to simplify
biblical research, streamline church office tasks, provide easy
access to Bible-related stories, and enhance the user's
understanding of the Bible.  The company also publishes a product
for the financial and data management of churches and non-profit
service organizations.  The company's one operating division
called The Parsons Church Group was acquired in July 1999 from The
Learning Company, a division of Mattel Inc.


GFCM LLC: Moody's Affirms B3 Rating on $2.057 Mil. Class J Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of nine classes of GFCM LLC, Commercial
Mortgage Pass-Through Certificates, Series 2003-1 as:

  -- Class A-3, $61,562,140, affirmed at Aaa
  -- Class A-4, $270,000,000, affirmed at Aaa
  -- Class A-5, $112,724,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $11,311,000, upgraded to Aaa from Aa1
  -- Class C, $13,368,000, upgraded to Aa3 from A2
  -- Class D, $11,311,000, upgraded to Baa1 from Baa2
  -- Class E, $10,284,000, affirmed at Baa3
  -- Class F, $12,339,000, affirmed at Ba1
  -- Class G, $7,198,000, affirmed at Ba2
  -- Class H, $2,057,000, affirmed at Ba3
  -- Class J, $2,057,204, affirmed at B3

As of the Nov. 13, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 37.5%
to $514.2 million from $822.6 million at securitization.  The
Certificates are collateralized by 137 mortgage loans ranging in
size from less than 1.0% to 7.0% of the pool, with the top 10 loan
groups representing 29.1% of the pool.  The pool has not
experienced any realized losses since securitization and currently
there are no loans in special servicing.  No loans have defeased.  
Twenty-four loans, representing 13.3% of the pool, are on the
master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
99.5% of the pool.  Moody's loan to value ratio is 62.0%, compared
to 64.7% at Moody's last full review in June 2006 and compared to
71.4% at securitization.  Moody's is upgrading Classes B, C and D
due to increased credit support resulting from loan payoffs and
amortization.

The three largest loan groups represent 14.9% of the outstanding
pool balance.  The largest loan group is the Maryland Industrial
Office Portfolio Loan ($35.9 million -- 7.0%), which consists of
10 cross-collateralized loans secured by 10 industrial/office
properties located throughout the Baltimore, Maryland metropolitan
area.  The portfolio totals 1.3 million square feet and most of
the properties were constructed in the late 1980s.  Aggregate net
operating income has increased by more than 20.0% since
securitization.  The loans mature in February 2018 and fully
amortize based on a 180-month schedule.  The loans have amortized
by approximately 21.5% since securitization.  Moody's LTV is
70.4%, compared to 80.1% at last review and compared to 97.0% at
securitization.

The second largest loan group consists of the Gateway Plaza I & II
Loans ($28.0 million -- 5.4%), which are two cross collateralized
loans secured by a retail center located in Patchogue (Suffolk
County), New York.  The property contains 339,200 square feet and
is anchored by Bob's Stores (TJX Companies), Best Buy and
Marshalls.  The center is 99.3% occupied, essentially the same as
at last review and at securitization.  The loan has amortized by
approximately 8.5% since securitization.  Moody's LTV is 67.8%,
compared to 71.4% at last review and compared to 77.7% at
securitization.

The third largest loan concentration is the Four Quarters Habitat
Apartments Loan ($12.9 million -- 2.5%), which is secured by a
336-unit garden style apartment complex located in Miami, Florida.  
The loan matures in June 2021 and fully amortizes based on a 240-
month schedule.  The loan has amortized by approximately 13.3%
since securitization.  Moody's LTV is 64.4%, compared to 65.0% at
last review and compared to 67.4% at securitization.


GLOBAL CASH: 10-Q Filing Delay Cues Moody's Ratings Review
----------------------------------------------------------
Moody's Investors Service placed the corporate family and
subordinated debt ratings of Global Cash Access, Inc. under review
for possible downgrade following the company's Nov. 14, 2007
announcement that it will delay filing of its Sept. 30, 2007 Form
10-Q pending the resolution of an internal investigation being
conducted by a committee of independent members of its Board of
Directors into allegations made by an individual whose identity
has not been disclosed.  The allegations and issues pertaining to
the internal investigations remain confidential.  The review
reflects uncertainties surrounding the outcome of the pending
internal investigation and its impact on the company's operational
and financial condition, as well as the potential impact of the
delayed filings on its liquidity position.

Delayed SEC filings could impact GCA's compliance with covenants
under its bank credit agreement and subordinated notes indenture.  
According to GCA management, the company remains in compliance
with the credit agreement's reporting requirements.  With respect
to the subordinated indenture, to the extent that notice to GCA of
a technical default is given, GCA would then have 30 days to cure
the technical default.

The review will focus on the outcome of the pending internal
investigation, the company's ability to file its financial
statements with the SEC and its liquidity position.  As per the
recent earnings announcement by the company, at Sept. 30, 2007,
Global Cash Access had an unrestricted cash and cash equivalent
balance of nearly $63 million and total debt consisting of
$111 million of borrowings under its senior secured credit
facilities, and $153 million of 8.75% senior subordinated notes.

These ratings were placed under review for possible downgrade:
  -- B1 for Corporate Family Rating
  -- B1 for Probability of Default Rating
  -- B3 (LGD5, 81%) for $153 Million of 8.75% Senior
     Subordinated Notes

Headquartered in Las Vegas, Nevada, Global Cash Access, Inc., a
wholly-owned subsidiary of Global Cash Access Holdings, Inc.
(NYSE: GCA), is a leading provider of cash access products and
related services to over 1,000 gaming properties and other clients
in the United States, Continental Europe, the United Kingdom,
Canada, the Caribbean and Asia.


HALCYON STRUCTURED: S&P Assigns 'BB' Rating on Class D Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Halcyon Structured Asset Management Long Secured/Short
Unsecured CLO 2007-3 Ltd./Halcyon Structured Asset Management Long
Secured/Short Unsecured CLO 2007-3 Corp.'s $667.3 million rated
notes.
     
The preliminary ratings are based on information as of Nov. 28,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in
        the form of subordination to be provided by the notes
        junior to the respective classes, and by the
        overcollateralization;
     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's; and
     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
     
   
                  Preliminary Ratings Assigned
     Halcyon Structured Asset Management Long Secured/Short        
       Unsecured CLO 2007-3 Ltd./Halcyon Structured Asset
    Management Long Secured/Short Unsecured CLO 2007-3 Corp.
   
            Class                 Rating      Amount
            -----                 ------      ------
            X interest only       AAA      $260,000,000*
            A-1                   AAA      $324,000,000
            A-2                   AA        $31,500,000
            B (deferrable)        A         $21,000,000
            C (deferrable)        BBB        $9,100,000
            D                     BB        $21,700,000
            Subordinated notes    NR        $42,700,000
   
*A notional amount.  For interest accrual periods after the first
period, the notional balance will equal the product of 260 divided
by 324 and the aggregate outstanding amount of the class A-1
notes.

NR - Not rated.


HARRAH'S ENT: Missouri Gaming Commission OKs Merger with Apollo
---------------------------------------------------------------
Harrah's Entertainment Inc. received approval from the Missouri
Gaming Commission for the proposed acquisition of Harrah's by
affiliates of Apollo Management, L.P. and TPG Capital.

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

                 About Apollo Management L.P.

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

                        About TPG Capital

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

                  About Harrah's Entertainment

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

                          *     *     *

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


IWT TESORO: Judge Glenn Sets January 11 as General Claims Bar Date
------------------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York established Jan. 11, 2008, at 5:00
p.m., as the period within which I.W.T Tesoro Corporation's
creditors must file their proofs of claims.

Claims filing deadline for governmental units is March 4, 2008.

The Debtors tell the Court that they need sufficient time to
complete, among others, an accurate information regarding the
nature, validity and amount of all asserted claims, in order to
complete the reorganization process under a proposed plan.

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are
wholesalers and do not sell directly to any end user.  Their
products consist of ceramic, porcelain and natural stone floor,
wall and decorative tile.  They import a majority of these
products from suppliers and manufacturers in Europe, South
America (Brazil), and the Near and Far East.  Their markets
include the United States and Canada.  They also offer private
label programs for branded retail sales customers, buying
groups, large homebuilders and home center store chains.

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No. 07-12841).  John K. Sherwood, Esq., at Lowenstein Sandler
P.C., represents the Official Committee of Unsecured Creditors.  
As of June 30, 2007, the Debtors had total assets of $39,798,579
and total debts of $47,940,983.


JHT HOLDINGS: Weak Results Cue Moody's to Cut Rating to Caa3
------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of JHT
Holdings, Inc.; Corporate Family Rating and Probability of Default
rate to Caa3 from Caa1, and secured bank debt to Caa2 from B3.  
The action follows weaker than planned results in the company's
third quarter and disclosure that it was in technical default
under its credit facilities at Sept. 30, 2007.  Discussions with
its lenders for a waiver are underway with decisions expected
before the end of November.  Should terms be agreed, the company
would anticipate having access to its revolving credit facility
into early 2008 while longer-term solutions to its financial
challenges are developed.

Truck delivery volumes through the third quarter of 2007 for both
Class 8 and Classes 5-7 have been lower than earlier expectations.  
Both the depth of the decline in North American commercial vehicle
production and its expected duration have worsened.  While a
substantial portion of the company's expenses are variable, others
remain fixed or more difficult to control in the short-term.  
Variances in the location from which an OEM customer requests
JHT's delivery service have also adversely impacted the company's
margins given regional differences in its cost structure.  Non-
recurring items also negatively affected the company's results in
the third quarter.  Although it had obtained changes to its
financial covenants earlier in the year, JHT's third quarter
results tripped the re-set maximum leverage and minimum EBITDA
requirements under its credit agreements.  JHT's board of
directors has replaced the CEO and has hired a CFO from outside of
the organization; both with trucking industry experience.

The Caa3 CFR and PDR ratings recognize an elevation of risk
elements.  In the short-term, these include constraints on the
company's liquidity from weaker cash flow generation given the
slack operating environment and uncertainty related to access to
its revolving credit facility beyond the next few weeks.  Until a
longer term agreement with its lenders is structured and / or a
change to the company's leveraged capitalization occurs, back-up
commitments may cease to be available in early 2008.  Other
strategic options can not be ruled out while a new executive team
evaluates the situation and implements any changes.  Consequently,
the Caa3 PDR emphasizes a higher probability of default in the
near term.

The negative outlook recognizes challenges the company faces in
restoring its liquidity profile, profitability and capital
structure over the coming weeks while customer delivery volumes
continue at low levels during the cyclical decline in the North
American commercial vehicle industry.  Lower production rates are
anticipated to continue well into 2008 as ton-miles driven remain
weak, GNP growth estimates are reduced, and the financial
condition of fleet operators is under pressure from both freight
volumes and fuel expense.  Nonetheless, JHT enjoys high market
share and provides its customers with a cost efficient service.  
Ongoing replacement demand and the impact of the next round of
emission regulations in 2010 should strengthen vehicle demand
later in 2008 and establishes a scenario for "pre-buys" to occur
in 2009.

Ratings downgraded:

JHT Holdings, Inc.
  -- Corporate Family Rating to Caa3 from Caa1
  -- Probability of Default to Caa3 from Caa1
  -- $20 million secured revolving credit facility to Caa2
     (LGD-3, 35%) from B3 (LGD-3, 38%)
  -- $107 million secured term loan to Caa2 (LGD-3, 35%) from
     B3 (LGD-3, 38%)

The last rating action was on Aug. 28, 2007 at which time the CFR
and PDR were lowered to Caa1 from B2 and the outlook was changed
from stable to negative.

JHT Holdings, Inc., based in Kenosha, WI, is the leading delivery
service provider to North American manufacturers of commercial
vehicles (classes 5-8) and is privately owned.  Revenues in 2006
were approximately $500 million.


JIMMY LEE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Jimmy Lee Powers
             Carolyn Lee Powers
             dba Sportsman Bar & Grill
             dba Nebraska Hay Exchannge
             1110 Trail Drive
             Gibbon, NE 68840       

Bankruptcy Case No.: 07-42251

Chapter 11 Petition Date: November 28, 2007

Court: Nebraska U.S. Bankruptcy Court (Lincoln Office)

Judge: Thomas L. Saladino

Debtor's Counsel: Howard T. Duncan, Esq.
                  Duncan Law Office
                  1910 S. 72nd St., Suite 304
                  Omaha, NE 68124-1734
                  Tel: (402) 391-4904
                  Fax : (402) 391-0088
                  http://www.hduncanlaw.com/

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

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

First State Bank                                       $42,077
119 C St.
Shelton, NE 68876

Farm Plan                                              $19,164
PO Box 4455
Carol Stream, IL 60197-4450

Trotter Fertilizer                                     $16,744
PO Box 217
Pleasanton, NE 68866

Us Bank/na Nd                    credit card           $14,480

Farmers Union Coop Assn.                               $12,540

Farmers Union Co-Op Assn.                              $12,442

Internal Revenue Service                               $12,149

National Account Systems       multiple accounts       $11,781

Discover Financial               credit card            $9,885

Direct Merchants Bank            credit card            $8,013

Bank of America                                         $5,366

Aspire/cb&t                      credit card            $5,108

Internal Revenue Service                                $3,933

Hsbc/mnrds                      chargea ccount          $3,917

CitiBusiness Card                                       $2,970

CitiBusiness Card                                       $2,970

Citi                                                    $2,885

Capital 1 Bank                   credit card            $1,962

Washington Mutual/Providian      credit card            $1,459

Capital 1 Bank                   credit card            $1,419


JOY LEWIS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Joy C. Lewis
        948 Key Route Boulevard
        Albany, CA 94706

Bankruptcy Case No.: 07-44084

Chapter 11 Petition Date: November 28, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: William F. McLaughlin, Esq.
                  1305 Franklin, Suite 301
                  Oakland, CA 94612
                  Tel: (510) 839-5333

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


L TERSIGNI: Section 341(a) Meeting Scheduled for December 10
------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting
of L. Tersigni Consulting CPA, P.C.'s creditors on Dec. 10, 2007,
at 9:00 a.m. at the Office of the U.S. Trustee, Suite 1103,
265 Church Street, in New Haven, Connecticut.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.  This Meeting of Creditors offers the
one opportunity in a bankruptcy proceeding for creditors to
question a responsible office of the Debtor under oath about the
company's financial affairs and operations that would be of
interest to the general body of creditors.

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


L TERSIGNI: Files Chap. 11 Plan of Liquidation in Connecticut
-------------------------------------------------------------
L. Tersigni Consulting CPA, P.C. filed with the U.S. Bankruptcy
Court for the District of Connecticut a Chapter 11 Plan which
provides for the liquidation of all of its assets.  That Plan was
accompanied by a Disclosure Statement which serves as its
simplified
version.

                             Assets

The Debtor's assets comprise of approximately $500,000, in cash,
in a bank account; approximately $16,000 being held as a security
deposit by the Debtor's landlord; approximately $1,700,000 in
accounts receivable; and approximately $10,000 in office
equipment, furnishings and supplies.

                       Treatment of Claims

Under the Plan, holders of Class 1 Other Priority Claims and Class
2 Secured Claims have projected recovery of 100% of their allowed
claim amount.

Holders of General Unsecured Claims, approximately totaling
$242,000, will receive up to 100% of their allowed claim amounts,
plus interest at the judgment rate from the date on which each of
the allowed claims came due.   It is also possible that claims
under this class will receive a distribution equal to a fraction
of their allowed claim or no distribution at all.

The holder of Equity Interests in the Debtor will retain all
property remaining in the Debtor's estate following satisfaction
of the allowed claims in the previous classes.

                        About  L. Tersigni

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


L TERSIGNI: Disclosure Statement Hearing Set for January 8
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
will convene a hearing on Jan. 8, 2008, at 10:00 a.m., to
consider approval of the Disclosure Statement explaining
L. Tersigni Consulting CPA, P.C.'s Chapter 11 Plan of
Liquidation.

At that hearing, the Court will determine the adequacy
of the Disclosure Statement for the purpose of soliciting
acceptances of the Plan.  

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


L TERSIGNI: Wants General Claims Bar Date Reset to January 18
-------------------------------------------------------------
L. Tersigni Consulting CPA, P.C. asks the U.S. Bankruptcy
Court for the District of Connecticut to shorten the period
for a general body of creditors to file their proofs of claim
from March 10, 2008, to establish Jan. 18, 2008.

The proposed bar date excludes claims of governmental agencies
and claims of persons whose executory contracts and unexpired
leases may be rejected at a later date.

Following the filing of its plan and disclosure statement on
Nov. 26, 2007, the Debtor anticipates that it will be able to
solicit acceptances and rejections of that plan by no later
than early January 2008.

The Debtor tells the Court that if the claims bar date were to
remain as March 8, 2008, its ability to move forward with
plan confirmation would be significantly delayed as it would
not have knowledge of the universe of claims asserted against
it until no earlier than March 8, 2008.

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


LIN TV: Unlikely Business Sale Prompts S&P to Affirm "B+" Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on LIN TV
Corp., including the 'B+' corporate credit rating, and removed
them from CreditWatch with negative implications, where they were
placed on May 21, 2007.  The outlook is negative.
     
At the same time, Standard & Poor's raised the issue-level rating
on the senior secured credit facilities of the company's
subsidiary, LIN Television Corp., to 'BB' from 'BB-', as per the
current criteria.  The credit facilities comprise a
$275 million delayed-draw term loan due 2011 and a $275 million
revolving credit facility due 2011.  The recovery rating remains
at '1', indicating the expectation for very high (90%-100%)
recovery in the event of a payment default.
     
The rating affirmation reflects S&P's view that there is a lower
probability that LIN will announce a sale of the company in the
near term, but the company has not said that it is no longer for
sale.
     
Providence, Rhode Island-based LIN is a TV broadcaster that
operates 29 stations in 17 markets, serving 9% of U.S. TV
households.  The company had $866.4 million of debt as of
Sept. 30, 2007.
     
"The rating on LIN reflects financial risk from debt-financed TV
station acquisitions, increasing competition for audiences and
advertising revenue, and advertising cyclicality," said Standard &
Poor's credit analyst Deborah Kinzer.  "These factors are offset
only partially by the company's competitive positions in midsize
TV markets, broadcasting's good margin and free cash flow
potential, recent improvements in financial leverage, and
relatively resilient station asset values."


MATHIS PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mathis Properties, L.L.C.
        305 East Riverside Boulevard
        Loves Park, IL 61111

Bankruptcy Case No.: 07-72894

Type of Business: The Debtor develops real estate.

Chapter 11 Petition Date: November 28, 2007

Court: Northern District of Illinois (Rockford)

Debtor's Counsel: Bernard J Natale, Esq.
                  6833 Stalter Drive, Suite 201
                  Rockford, IL 61108
                  Tel: (815) 964-4700
                  Fax: (815) 227-5532

Estimated Assets: $1,700,000

Estimated Debts:  $1,108,117

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Thomas G. Ruud                 Attorney Fees         $90,814
216 North Court Street
Rockford, IL 61103

Johnson Research Group         Consulting Fees       $35,000
343 South Dearborn,
Suite 1610
Chicago, IL 60604

Winnebago County Collector     Property Taxes        $23,726
P.O. Box 1216                  Sold
Rockford, IL 61105-1216

                               Property Taxes        $18,061


NANO SUPERLATTICE: Posts $46,194 Net Loss in Third Quarter
----------------------------------------------------------
Nano Superlattice Technology Inc. reported a net loss of $46,194
for the third quarter ended Sept. 30, 2007, compared with net
income of $440,388 in the same quarter last year.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$13.2 million in total assets, $8.7 million in total liabilities,
$97,666 in minority interest, and $4.4 million in total
stockholders' equity.

Net sales for the three months ended Sept. 30, 2007, were
$2.6 million compared to $2.2 million for the three months ended
Sept. 30, 2006.  The increase in net sales was due to the increase
in sales of computer accessories.

Cost of sales for the three months ended Sept. 30, 2007, was
$2.4 million or 89.6% of net sales, as compared to $1.6 million  
or 73.0% of net sales, for the three months ended Sept. 30, 2006.  
The increase in cost of sales as compared to net sales was due to
the sale of lower gross margin products.

General and administrative expenses for the three months ended
Sept. 30, 2007 were $91,829 or 3.47% of net sales, as compared to
$283,132 or 13.14% of net sales, for the three months ended
Sept. 30, 2006.  

Income from operations for the three months ended Sept. 30, 2007,
was $182,691 as compared to $298,627 for the three months ended
Sept. 30, 2006.

Other expense for the three months ended Sept. 30, 2007, was
$228,870 as compared to other income of $141,649 for the three
months ended Sept. 30, 2006.  This change is primarily
attributable to a $110,052 in loss on impairment of fixed asset,  
an increase in other expenses, and a $203,865 gain on sale of
fixed assets in the 2006 quarter.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $5.1 million in total current
assets available to pay $7.5 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25d9

                       Going Concern Doubt

Simon & Edward LLP, in City of Industry, Calif., expressed
substantial doubt about Nano Superlattice Technology 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
continued to experience working capital insufficiency.

In addition, the company entered in September 2005 into a sales-
leaseback agreement on a piece of equipment with a financial
institution.  However, the equipment sold had already been pledged
as collateral for the company's line of credit with a bank in
Taiwan.  As of Sept. 30, 2007, no demand for payment has been
made.

                    About Nano Superlattice

Headquartered in Taiwan, Nano Superlattice Technology Inc. (OTC
BB: NSLT) -- formerly Wigwam Development Inc., was incorporated on
July 20, 1998, under the laws of the State of Delaware.  The
company owns 100% of the capital stock of Superlattice Technology
Inc. - BVI, a British Virgin Islands company.  Superlattice
Technology Inc. - BVI owns 98.1% of the capital stock of Nano
Superlattice Technology Inc. - Taiwan.  The company is in the
business of developing and producing nano-scale coating technology
to be applied to various mechanical tools and metal surfaces for
sales to manufacturers in the computer, mechanical and molding
industries.  Nanotechnology, or molecular manufacturing, is a
technological process designed to allow products to be
manufactured lighter, stronger, smarter, cheaper, cleaner and more
precisely than they would otherwise be.


NATIONAL EASTERN: Section 341(a) Meeting Continued to Dec. 10
-------------------------------------------------------------
The U.S. Trustee for Region 2 will continue the meeting of
National Eastern Corporation's creditors on Dec. 10, 2007, at
11:00 a.m., at the Bankruptcy Meeting Room, One Century Tower, 265
Church Street, Suite 1104 in New Haven, Connecticut.

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

Based in Plainville, Connecticut, National Eastern Corp.
fabricates steel.  The Debtor filed for Chapter 11 protection on
Sept. 17, 2007 (Bankr. D. Conn. Case No. 07-21290).  Anthony S.
Novak, Esq., at Chorches & Novak, P.C., represents the Debtor in
its restructuring efforts.  The Debtors chose Edward F. O'Donnel,
Esq., at Siegel, O'Connor, O'Donnell & Beck, P.C., as its special
counsel.  When the company filed for bankruptcy, it listed total
assets of $20,786,808 and total debts of $15,398,616.


PANOLAM INDUSTRIES: Exchange Offer for 10-3/4% Notes Expires
------------------------------------------------------------
Panolam Industries International Inc. disclosed the expiration of
its offer to exchange its outstanding 10-3/4% Senior Subordinated
Notes due 2013, which have been registered under the Securities
Act of 1933, for an equal principal amount of its outstanding 10-
3/4% Senior Subordinated Notes due 2013.  The exchange offer,
which commenced on Oct. 24, 2007, expired at 5:00 p.m., New York
City time, on Nov. 23, 2007.

All outstanding old notes were validly tendered and not withdrawn
on or before the expiration date.  The company expects to promptly
deliver a like principal amount of registered notes for the old
notes accepted in the exchange offer.

Documents describing the terms of the exchange offer, including
the prospectus and transmittal materials, can be obtained from the
exchange agent, Wells Fargo Bank, N.A., Corporate Trust
Operations, Sixth and Marquette, MAC N9303-121, Minneapolis, MN
55479, telephone (800) 344-5128.

Based in Shelton, Connecticut, Panolam Industries International
Inc. -- http://www.panolam.com/-- is a designer, manufacturer and  
distributor of decorative laminates used in a variety of
commercial and residential indoor surfacing applications in the
United States and Canada.  In addition to decorative laminates,
the company also manufactures and distributes industrial laminate
products and specialty resins for industrial uses.

                          *     *     *

Moody's Investor Service placed Panolam Industries International
Inc.'s senior subordinate rating at 'Caa1' in August 2005.  The
rating still holds to date with a negative outlook.


PATMAN DRILLING: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Patman Drilling International Inc. filed with the U.S. Bankruptcy
Court for the Northern District of Texas its schedules of assets
and liabilities disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                         $0
  B. Personal Property             58,682,049
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $30,110,238
  E. Creditors Holding
     Unsecured Priority
     Claims                                          163,779
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        6,295,044
                                  -----------    -----------
     TOTAL                        $58,682,049    $36,569,061


Based in Rio Vista, Texas, Patman Drilling International Inc.,
formerly Patman Brothers Drilling LP and M.P.P.P. Acquisition
Corporation, owns and operates oil drilling rigs.  The Debtor
filed for chapter 11 bankruptcy protection on Sept. 25, 2007
(Bankr N.D. Tex. Case No. 07-34622).  Gerrit M. Pronske, Esq. at
Pronske & Patel P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed assets
and debts between $1 million and $100 million.


PEOPLE'S CHOICE: Wants Exclusive Period Extended to January 31
--------------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Central District of California to
further extend their exclusive period to file a plan to Jan. 31,
2008, and their exclusive period to solicit and obtain votes for a
plan to March 31, 2008, except as to the Official Committee of
Unsecured Creditors.

The Debtors have previously obtained two extensions to their
Exclusivity Periods.  On November 8, the Court extended the
Exclusive Plan Proposal Period to November 30, 2007, and the
Exclusive Solicitation Period to January 31, 2008.

J. Rudy Freeman, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, relates that the Debtors, with the
Creditors Committee, have expeditiously marketed the Debtors'
assets for sale and sold those assets in a number of
transactions.

In April and May 2007, the Debtors sold their contractual loan
servicing rights and residual interests to highest and best
bidders after an auction, which took place during April 17 and
18.  In July 2007, the Debtors sold their loan servicing and loan
origination platforms.

The Debtors have also sold various loan portfolios owned by the
Debtors, as well as miscellaneous assets.  Combined, these sales
have yielded approximately $45,000,000 in gross proceeds to the
Debtors' estates and resulted in the elimination of thousands of
dollars in potential claims of employees and vendors, Mr. Freeman  
informs the Court.

The Debtors have timely filed their Schedules of Assets and
Liabilities and Statements of Financial Affairs and have
submitted all Monthly Operating Reports with the Office of the
United States Trustee.  The Debtors obtained the employment of
law firms and other advisors to defend the estate against various
claims pending in state courts and to assist the Debtors with
completing a variety of bankruptcy-related tasks required of
them, Mr. Freeman says.

Mr. Freeman continues that the Debtors also negotiated terms for
the rejection of major leases of real property, negotiated an
adequate protection stipulation with various parties-in-interest,
responded to various motions for relief from stay, and engaged in
informal discovery with the Creditors Committee.

According to Mr. Freeman, the Debtors and the Creditors Committee
are in the process of negotiating key provisions of the plan and
working in concert to prepare a joint plan of liquidation.  The
Debtors simply require additional time to finalize their asset
liquidation strategy for the benefit of all stakeholders, and
finalize key plan provisions, he states.  

Moreover, the Debtors must resolve certain tax issues and make
determinations about whether and to what extent consolidation of
the Debtors' estates is required.

"[N]o party other than the Debtors and the [Creditors] Committee
could file a viable plan in this instance," Mr. Freeman asserts.  
Given the progress the Debtors and the Creditors Committee have
made in the orderly liquidation of their Chapter 11 cases, any
rogue plan would likely only waste valuable resources better
spend bringing the Debtors' Chapter 11 cases to a conclusion, he
maintains.

                    About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking    
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


PHARMED GROUP: Court OKs Bid Procedures for Sale of Unit's Assets
-----------------------------------------------------------------
The Honorable Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida approved Pharmed Group Holdings Inc.
and its debtor-affiliates' proposed bidding procedures for the
sale of substantially all of one their subsidiary's assets.

As reported in the Troubled Company Reporter on Nov. 6, 2007,
the Debtors entered into an asset purchase agreement to sell
P.A.L Laboratories Inc. to PLD Acquisitions LLC for approximately
$15.6 million, subject to working capital changes at closing and
assumption of approximately $2,658,000 in liabilities.

All bids must be submitted on or before Dec. 17, 2007, at
12:00 p.m., Miami, Florida time.

Auction sale of the assets has been set for Dec. 20, 2007, 9:00
a.m., at Berger Singerman P.A., 200 S. Biscayne Blvd., Suite 1000.

A hearing to consider results of the sale will be held at 2:30
p.m. on the same day.

Initial qualified competing bids must be $475,000 more than
PLD Acquisitions' proposed purchase price.

In addition, each bidder must simultaneoulsy place a refundable
deposit of $875,000 in escrow in the Debtors' counsel trust
account.

If PLD Acquisition is not the successful bidder, the Debtors
assure the Court that it will return the initial deposit, plus a
$375,000 break-up fee.

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. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.  When
the Debtors filed for bankruptcy, they listed assets between
$1 million and $100 million and debts of more than $100 million.


PHARMED GROUP: Gets Interim Court Nod on $18,250,000 DIP Financing
------------------------------------------------------------------
The Honorable Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Pharmed Group Holdings
Inc. and its debtor-affiliates, on an interim basis, to borrow up
to $18,250,000 in debtor-in-possession financing from Comerica
Bank.

The financing will reduce upon the closing of subsidiary P.A.L.
Laboratories Inc.'s asset sale to $3,500,000 minus the amount, if
any, of the net cash proceeds from the asset sale in excess of
$13,500,000, unless otherwise agreed by the bank.

Under a postpetition note, the DIP facility will accrue interest
on the outstanding principal amount at a rate equal to the prime
rate plus 2-1/2%.

Upon entry of an order, the Debtors will pay a $95,000 facility
fee to Comerica.

The Debtors told the Court that the loan proceeds will be used to
pay normal operating expenses and to purchase inventory and
supplies.

As adequate protection, Comerica's financing is secured by a first
priority security interest and lien in all of the property of the
Debtors.

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. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.  When
the Debtors filed for bankruptcy, they listed assets between
$1 million and $100 million and debts of more than $100 million.


POPE & TALBOT: Wants to Employ Shearman as Bankruptcy Counsel
-------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ Shearman & Sterling LLP, as their bankruptcy counsel
effective as of Nov. 19, 2007.

Harold N. Stanton, president and chief executive officer of Pope
& Talbot Inc., relates that the Debtors selected Shearman &
Sterling because of the firm's extensive experience in
reorganization and bankruptcy proceedings, and familiarity with
the Debtors' business and legal affairs, and other issues
relevant to the reorganization.

As the Debtors' bankruptcy counsel, Shearman & Sterling will:

    -- provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       properties;

    -- prepare legal papers on behalf of the Debtors;

    -- pursue confirmation of a plan of reorganization and
       approval of the corresponding solicitation procedures and
       disclosure statement;

    -- attend meetings and negotiate with the creditors'
       representatives, equity holders and other parties-in-            
       interest;

    -- provide general corporate, capital markets, mergers and
       acquisitions, employment, tax and litigation advice and
       other general non-bankruptcy legal services to the
       Debtors;

    -- appear before the Court, any appellate courts and the
       Office of the United States Trustee to protect the
       Debtors' interests; and

    -- provide other legal services necessary and proper in the
       Chapter 11 proceedings.

Shearman & Sterling intends to work closely with other
professionals retained by the Debtors to avoid unnecessary
duplication of services performed for or charged to the Debtors'
estates.

In exchange for the contemplated legal services, the Debtors will
pay Shearman & Sterling based on the firm's applicable hourly
rates:

         Professional             Hourly Rate
         ------------             -----------
         Partners                 $695 to $940
         Counsel/Specialists      $500 to $750
         Associates               $325 to $595
         Legal Assistants         $100 to $235

The Debtors will also reimburse the firm for expenses it may
incur, including travel costs and temporary employment of
additional staff, relating to any work undertaken.  

Shearman & Sterling relates that it received an advance retainer
of $800,000 from the Debtors.

Fredrick Sosnick, Esq., a Shearman & Sterling professional,
assures the Court that his firm is a "disinterested person," as
the term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products     
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Wants to Employ Pachulski Stang as Co-Counsel
------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates seeks the United
States Bankruptcy Court for the District of Delaware's authority
to employ Pachulski Stang Ziehl & Jones LLP, as their bankruptcy
co-counsel, nunc pro tunc to Nov. 19, 2007.

Harold N. Stanton, president and chief executive officer of Pope
& Talbot Inc., says that the Debtors want to employ Pachulski
Stang because the firm has extensive experience and knowledge in
business reorganizations under Chapter 11.  He adds that in
preparing for its representation, Pachulski Stang has
familiarized with the Debtors' businesses and affairs, and many
of the potential legal issues, which may arise in the Chapter 11
cases.

As the Debtors' co-counsel, Pachulski Stang will:

   -- provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses and management of their
      property;

   -- prepare necessary applications, motions, answers, orders,
      reports, and other legal papers;

   -- appear in Court to protect the interests of the Debtors;

   -- prepare and pursue approval of a disclosure statement and
      confirmation of a plan of reorganization; and

   -- perform all other legal services for the Debtors.

In accordance with Section 330(a) of the Bankruptcy Code,  
Pachulski Stang will be paid according to its customary hourly
rate and will be reimbursed of its actual and necessary expenses.  
Pachulski Stang's standard hourly rates are:

             Professional           Hourly Rate
             ------------           -----------
             Laura Davis Jones         $750
             James E. O'Neill          $475
             Timothy P. Cairns         $350
             Karina Yee                $180

Pachulski Stang relates that it has received payments,
aggregating $135,000, from the Debtors during the year prior to
the bankruptcy filing in connection with its representation of the
Debtors.  

Laura Davis Jones, Esq., a managing partner at Pachulski Stang,
assures the Court that her firm does not hold or represent any
interest adverse to the Debtors' bankruptcy estates.  She adds
that Pachulski Stang is a "disinterested person" as defined in
Section 101(14) of Bankruptcy Code.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products     
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Court Approves Kurtzman Carson as Claims Agent
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted permission to Pope & Talbot Inc. and its debtor-
affiliates to employ Kurtzman Carson Consultants LLC, as their
official notice, claims and solicitation agent.

Delaware Local Bankruptcy Rule 2002-1(f) requires a debtor to
file an application to retain a notice or claims clerk within 10
days of the bankruptcy filing in all cases with more than 200
creditors.  

The Debtors anticipate that the number of creditors in their
Chapter 11 cases would be more than 200.

Thus, the Debtors asserted that it is necessary for them to
engage KCC to act as Claims Agent in order to assume full
responsibility for, among other things, the distribution of
notices and proof of claim forms and the maintenance, secondary
processing and docketing of all proofs of claim filed.

The Debtors said the appointment of KCC would expedite the
distribution of notices and relieve the Office of the Clerk of
the Bankruptcy Court of the administrative burden of processing
the notices.

KCC will provide the Debtors consulting services regarding
noticing, claims management and reconciliation, plan
solicitation, balloting, disbursements, among others.  
Specifically, KCC will:

   (1) notify potential creditors of the filing of the Chapter 11
       cases and of the setting of the first meeting of
       creditors;

   (2) file affidavits of service for all mailings, including a
       copy of each notice, a list of persons to whom the notice
       was mailed, and the date mailed;

   (3) maintain an official copy of the schedules of assets and
       liabilities, listing creditors and amounts owed;

   (4) furnish a notice of the last date for the filing of proofs
       of claim and a form for filing a proof of claim to
       creditors and parties-in-interest;

   (5) docket claims filed and maintain the official claims
       register on behalf of the Clerk and provide the Clerk an
       exact duplicate of it;

  (6) specify in the claims register for each claim docket the
      claim number assigned, the date received, the name and
      address of the claimant, the filed amount of the claim, if
      liquidated, and the allowed amount of the claim;

  (7) record claim transfers and provide notices of the transfer
      as required pursuant to Bankruptcy Rule 3001(e);

  (8) maintain the official mailing list for all entities who
      have filed proofs of claim;

  (9) mail the Debtors' disclosure statement, plan, ballots and
      any other related solicitation materials to holders of
      impaired claims and equity interests;

(10) receive and tally ballots, and respond to inquiries about
      voting procedures and the solicitation of votes on the
      plan; and

(11) provide any other distribution services.

KCC also agreed to provide computer software support, educate and
train the Debtors in using support software, provide KCC's
standard reports as well as consulting and programming support
for the Debtors requested reports, program modifications, among
others.  KCC may also provide a communications plan upon request
by the Debtors.

The Debtors are authorized to pay for KCC's fees and expenses
from the estate's assets, upon KCC's submission of reasonably
detailed invoices on a monthly basis.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products     
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Seeks Court OK to Sell Wood Products to InterFor
---------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates ask the United States
Bankrupty Court for the District of Delaware for authority to sell
their Wood Products Business to International Forest Products
Limited, subject to higher and better bids.

The Debtors relate that they have conducted an extensive search
for a qualified buyer of their assets, through the assistance of
Rothschild Inc.  Accordingly, the Debtors, in consultation with
their advisors, determined that the binding proposal submitted by
Interfor was the highest and best offer received for their assets
employed in the Wood Products Business.

The Debtors entered into a stalking horse purchase agreement dated
Nov. 19, 2007, with Interfor for the sale of certain of their Wood
Business Assets and the assumption of certain related liabilities,
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, states.   

The salient terms of the Interfor APA are:

   (a) Interfor will purchase assets that are related to the
       Debtors' mills in Spearfish, South Dakota; Castelga and
       British Columbia; and Grand Forks, British Columbia, free
       and clear of all liens other than permitted encumbrances.

       Accounts receivable and vendor-managed inventories are
       excluded from the sale.

   (b) For the Wood Business Assets, Interfor will pay the
       Debtors the sum of (i) $69,000,000, plus (ii) the Actual
       Price Adjustment, minus (iii) the Cure Costs, minus (iv)
       the Landfill Price Adjustment, minus (e) any Wind-up
       Deficiency.

          * The Actual Price Adjustment, which the Debtors
            currently estimate to be approximately $20,000,000,
            is based on the value of, among other things, the Raw
            Materials, Finished Goods and Residuals Inventories
            on hand as of the Effective Time, and certain
            deposits under Cutting Contracts and Assigned
            Contracts.

          * The Cure Costs are the cure and reinstatement costs
            associated with the assumption of certain contracts
            to be assigned.

          * The Landfill Price Adjustment is $4,000,000.

          * The Wind-Up Deficiency, if any, is in respect of
            the funding deficiency as of the Closing Date under
            the Pope & Talbot Ltd. Retirement Plan for Employees
            represented by the Canadian Merchant Service Guild
            and cannot, in any event, exceed CDN$1,582,000.

   (c) Interfor is required to provide an $8,800,000 deposit, to
       be held in escrow, within two days of the execution of the
       Stalking Horse Purchase Agreement.  

   (d) Interfor will assume certain of the Debtors' liabilities
       with respect to the Real Property Leases, the Assigned
       Contracts, permits and licenses, the Canadian Merchant
       Service Guild Plan, and environmental liabilities.

   (e) Interfor will also assume certain post-harvest liabilities
       and obligations associated with the timber tenures.

   (f) The Debtors will assume and assign certain contracts to
       Interfor.  To facilitate the contract assumption, the
       Debtors propose to serve notice of their intention to
       assume and assign certain contracts and the corresponding
       cure amounts.  Any party who disputes the assumption must
       file an objection by Dec. 20, 2007.

   (g) Interfor is obligated to pay all Cure Costs.

   (h) Interfor is entitled to receive:

          -- a $3,200,000 break-up fee; and

          -- reimbursement of its reasonable out-of-pocket
             expenses, in an amount not to exceed $700,000,
             incurred in connection with the contemplated
             transactions under the Stalking Horse APA;

       if the Bankruptcy Court and the Canadian Court overseeing
       the Debtor's CCAA proceedings approve a bid other than
       that of Interfor or the Debtors withdraw the Sale
       Procedures Motion and subsequently liquidate or dispose of
       their Wood Business Assets.  

A full-text copy of the Interfor APA is available for free at:

               http://researcharchives.com/t/s?25d6   

                       Bidding Procedures

To maximize value for the Wood Business Assets, the Debtors and
Interfor agree to subject the proposed sale to uniform bidding
procedures.  

A potential bidder, other than Interfor, for the Wood Business
Assets must deliver to the Debtors a confidentiality agreement
and its most current financial statements.  A "Qualifying Bidder"
is a potential bidder in which the Debtors determine is
financially able to consummate the purchase of the Wood Business
Assets and the assumption of certain liabilities in a timely
manner.

To participate in the Bidding Process, each Qualifying Bidder,
other than Interfor, must deliver the necessary bid documents to
Rothschild no later than Dec. 14, 2007.

All bids must, among other things, (i) not be materially more
burdensome or conditional than Interfor's bid and (ii) have a
value greater than Interfor's consideration for the purchase of
the Wood Business Assets.

The Debtors will conduct an auction, on Dec. 19, 2007, if one
or more Qualified Overbids are received.  Subsequent overbids
will continue in minimum increments of at least $250,000 higher
than the previous Qualified Overbid.  

The Qualifying Bidder submitting the Successful Bid must
supplement its Good Faith Deposit so that the Deposit equals 10%
of the cash portion of the purchase price.

A full-text copy of the proposed Bidding Procedures for the Wood
Products Business is available for free at:

               http://researcharchives.com/t/s?25d7

Accordingly, the Debtors ask the Court to approve the Bidding
Procedures.

The Debtors also ask the Court to set a sale hearing no later
than Jan. 8, 2007.  Any objections to the proposed must be
filed no later than Dec. 28, 2007.    

The proposed sale is subject to Bankruptcy Court and Canadian
Court approvals.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products     
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


REFCO INC: Ch. 7 Trustee Wants Nod on MF Global Settlement Pact
---------------------------------------------------------------
Albert Togut, as Chapter 7 Trustee for Refco, LLC, asks the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement and compromise he entered into on behalf of the
Chapter 7 for the estates of Refco LLC and Refco Trading Services,
LLC, with:

   (a) the Reorganized Debtors;

   (b) Reorganized Refco Capital Markets, Ltd.;  

   (c) the plan administrators of the Reorganized Debtors and
       Reorganized RCM;
   
   (d) certain non-debtor Refco affiliates -- Refco (Singapore)
       Pte. Limited, Refco Overseas Ltd., Refco Investment
       Services Pte. Ltd., Refco Securities, LLC, Refco Trading
       Services, Ltd. and CI Investor Services, Ltd.;  

   (e) the litigation trustee under the Refco litigation trust
       established by the Plan; and

   (f) MF Global, Inc., formerly known as Man Financial Inc.

Ronald DeKoven, Esq., at Jenner & Block LLP, in Chicago,
Illinois, reminds the Court that Refco LLC sold its futures
commission merchant business and its international business lines
-- Refco Singapore, Refco Investment Services Pte Ltd., Refco
Overseas Limited, and the stock in Refco Canada Co. -- to MFG.
MFG paid $282 million in cash on account of the Sales, as well as
an additional $1 million in liquidated damages resulting from
MFG's decision not to purchase the assets of Refco Hong Kong Ltd.

The Chapter 7 Trustee, MFG, and Citibank, N.A., as escrow agent,
executed a Purchase Price Escrow Agreement, wherein MFG deposited
funds equal to 25% of the adjusted purchase price into an escrow
account.

As of September 30, 2007, the balance of the Escrow Account was
$75,545,000,000 of which $70.187 million (or 92.91%) was
attributable to proceeds from the Sales (exclusive of Refco
Singapore), and $5.358 million (or 7.09%) was attributable to the
sale of Refco Singapore.  MFG has asserted significant claims
against the escrowed proceeds, and consequently, the escrowed
proceeds have not been released.  The Chapter 7 Trustee also have
material unresolved claims against MFG.

Following months of negotiations between the Chapter 7 Trustee
and MFG, the Parties have now come to a resolution of the
remaining outstanding claims relating to the Sales,
and are willing to settle all claims against each other.

Among others, the parties agree that:

   1. The balance, including all accrued interest, of the Escrow
      Account maintained at the Escrow Agent will be released by
      the Escrow Agent to the Chapter 7 Trustee;

   2. Approximately 92.91% of the proceeds from the Escrow
      Account will be allocated:

         (i) 87.1% to Refco, LLC;
        (ii) 3.7% the selling shareholders of Refco Canada Co.;
       (iii) 4.5% to Refco Group Ltd.; and
        (iv) 4.7% to Refco Global Holdings, LLC.  

      The remaining 7.09% of the proceeds in the Escrow Account
      are allocable to the sale of Refco Singapore and will be
      distributed to Refco Singapore;

   3. MFG will pay to the Chapter 7 Trustee $2,191,347 as
      settlement payment representing $2,900,000, less certain
      tax obligations and the allowed amount of the Man Financial
      Ltd. claim;

   4. The Tax Obligations that will be deemed satisfied upon
      delivery of the MFG Settlement Payment are:

         (i) $50,007 to satisfy certain of the Refco Entities'
             capital gains tax obligations relating to their
             India operations; and

        (ii) $306,818 to satisfy certain of the Refco Entities'
             tax obligations relating to Polaris-Refco Futures
             Co., Ltd.;

   5. Man Financial's Claim No. 409 for $351,827 against the
      Chapter 7 Debtor will be allowed and satisfied upon
      delivery of the MFG Settlement Payment.

   6. The Refco Entities and MFG each retain their obligations
      and rights under their Facilities Management Agreement;

   7. The superpriority liens and claims granted to MFG pursuant
      to the Chapter 7 Sale Order will be deemed released; and

   8. The parties will exchange mutual releases, except with
      respect to certain obligations.

A full-text copy of the Agreement is available for free at:

     http://bankrupt.com/misc/PartiesSettlementAgreement.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: Mayer Brown Wants $245 Million Lawsuit Dismissed
-----------------------------------------------------------
The United States and United Kingdom partnerships of Mayer Brown
have both filed with the U.S. District Court for the Southern
District of New York motions to dismiss the $245,000,000 lawsuit
filed in October 2007 by the Refco, Inc. investors, led by giant
bond fund Pacific Investment Management Co., Georgina Stanley at
Legalweek.com reports.

The complaint, which relates to the claim made by former Refco
creditor, Thomas H Lee Partners, accused Mayer Brown and its
partner, Joseph Collins, of knowingly participating in a fraud
that moved bad debt off the company's books at the end of certain
financial periods; allegedly costing innocent investors hundreds
of millions of dollars.

The District Court will rule on the Dismissal Motions early next
year, Ms. Stanley says.

Mayer Brown is also considering its stand on other Refco
disputes, including a $2,000,000,000 claim filed in August by
Marc Kirschner, Plan Administrator for the Refco Capital Markets,
Ltd., against a number of the company's advisers.

Meanwhile, Ms. Stanley further notes, Mayer Brown has denied an
allegation that the firm and its insurers agreed to pay out
around $250,000,000 to settle a 1999 claim relating to advice it
gave Commercial Financial Services, saying that it is "not even
in the same ball park."

"We are confident that the firm will not have trouble getting
insurance coverage," Ms. Stanley quoted Mayer brown counsel Mark
McLaughlin as saying.  "We will defend all the cases vigorously."

                        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).


RHODES COS: S&P Holds 'B' Rating and Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for Rhodes
Cos. LLC to negative from stable and affirmed its 'B' corporate
credit rating on the company.  At the same time, S&P
lowered the rating on the company's second-lien bank debt to 'B-'
from 'B'.
      
"The outlook revision was prompted by weaker-than-expected third
quarter results for this privately held homebuilder and developer
with a heavy concentration in the Las Vegas market," said credit
analyst James Fielding.  "Extremely competitive local and broader
market conditions are further pressuring performance and eroding
the company's previously sound liquidity position.  As a result,
it is likely that the covenants related to the company's secured
bank facilities will need to be modified."
     
Rhodes has an established but highly concentrated position in one
of the most competitive housing markets in the country.  S&P will
lower the ratings if operating cash flow deficits deepen in the
next few quarters and further constrain liquidity.


SEA CONTAINERS: SCSL Panel Has Attride-Stirling as Bermuda Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Sea Containers
Services Ltd., authority to retain Attride-Stirling & Woloneicki
as its "Bermuda Counsel", nunc pro tunc to Aug. 13, 2007.

James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington
Delaware, relates that the SCSL Committee has selected Attride-
Stirling to serve as Bermuda counsel because the firm's attorneys
have extensive experience and knowledge in the field of Bermuda
insolvencies, Bermuda liquidations, and Bermuda-related banking,
finance, litigation, and corporate advisory work, among others.

Kehinde A. L. George, head of Insolvency at Attride-Stirling,
will coordinate the firm's representation in the Debtors' Chapter
11 cases, Mr. Carignan says.  

According to Mr. Carignan, Mr. George has over 15 years of
experience in insolvency, corporate restructuring, and related
matters.

As Bermuda Counsel, Attride-Stirling will:

   (a) provide legal advice with respect to the SCSL Committee's
       rights, powers , and duties in the Bermuda Proceedings;

   (b) represent the SCSL Committee at negotiations, hearings,
       and other Bermuda Proceedings, as required;

   (c) advise and assist the SCSL Committee in discussions with
       the provisional liquidators, Debtors and other parties in
       interest, as well as professionals retained by any of the
       parties, regarding the overall administration of the
       Bermuda Proceedings;

   (d) interface and coordinate with the provisional liquidators
       and any analogous parties that may be appointed under the
       laws of the various jurisdictions, as permitted or
       required;

   (e) appear before the Bermuda Supreme Court, the Bermuda Court
       of Appeal, Bermuda Magistrate Courts and Bermuda
       regulatory bodies, and protecting the interests
       represented by the SCSL Committee before the courts and
       regulators, as required;

   (f) assist the SCSL Committee's investigation of the assets,
       liabilities, and financial condition of the Debtors,
       and of the operations of the Debtors' businesses;

   (g) assist and advise the SCSL Committee with respect to its
       communications with other creditors as the   
       communications relate to the Bermuda Proceedings;

   (h) review and analyze on behalf of the SCSL Committee all
       pleadings, orders, statements of operations, schedules,
       and other legal documents filed in the Bermuda
       Proceedings;

   (i) prepare on behalf of the SCSL Committee all pleadings,
       motions, orders, reports, and other papers in furtherance
       of the Committee's interests and objectives in the Bermuda
       Proceedings;

   (j) advise the SCSL Committee on matters of Bermuda corporate
       law and governance;

   (k) attend to the meetings of SCSL Committee, if requested;
       and

   (l) perform all other legal services for the SCSL Committee
       that may be necessary and proper.

Attride-Stirling's professional services will be paid based on
its standard hourly rates:

     Kehinde George -- Partner             $550.00
     Jan Woloniecki -- Senior Counsel      $632.50
     Larry Mussenden -- Associate          $440.00

The firm will also be reimbursed for necessary out-of-pocket
expenses.

Mr. George assures the Court that the members and associates of
his firm do not represent or hold an interest adverse to the
Debtors, their creditors, or any other party-in-interest.  
Accordingly, Attride-Stirling is a "disinterested person" as that
term is defined under the Bankruptcy Code.

                  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: Marathon Discloses 10.7% Equity Stake
-----------------------------------------------------
Marathon Asset Management LLC disclosed in a regulatory filing
with the Securities and Exchange Commission dated November 16,
2007, that it beneficially owns 2,790,000 shares of Class A
Common Stock of Sea Containers Ltd.

The 2,790,000 shares, par value $0.01 per share, are held by
Marathon Special Opportunity Master Fund, Ltd.

Marathon Asset serves as the investment manager of the Fund
pursuant to an Investment Management Agreement.  In its capacity
as investment manager of the Fund, Marathon Asset has sole power
to vote and direct the disposition of all Class A Common Shares
held by the Fund.

Thus, for the purposes of Reg. Section 240.13d-3, Marathon Asset
is deemed to beneficially own 2,790,000 shares, or 10.7% of the
deemed issued and outstanding Sea Containers Class A Common
Shares as of November 16, 2007.  Marathon Asset's interest in the
securities is limited to the extent of its pecuniary interest in
the Fund, if any.

                  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).


SOLUTIA INC: Court Confirms Consensual Reorganization Plan
----------------------------------------------------------
Judge Prudence Carter Beatty of the U.S. Bankruptcy Court in the
Southern District of New York confirmed Solutia Inc.'s consensual
plan of reorganization at a hearing held Nov. 29, 2007, in
Manhattan.

Solutia anticipates that the Plan will become effective in the
late December or January timeframe.

The Plan was co-proposed by the Official Committee of Unsecured
Creditors, the Official Committee of Equity Security Holders, and
the Official Committee of Retirees in Solutia's bankruptcy case.

On Oct. 31, 2007, Solutia received a fully underwritten commitment
for $2,000,000,000 of exit financing from Citigroup Global Markets
Inc., Goldman Sachs Credit Partners L.P. and Deutsche Bank
Securities Inc., who would act as joint lead arrangers and joint
bookrunners for the exit facility.  Solutia would use the loan to
pay certain creditors upon its emergence from Chapter 11 and for
the ongoing operations of the company after emergence.

The exit financing package includes a $400,000,000 senior secured
asset-based revolving credit facility, a $1,200,000,000 senior
secured term loan facility, and a $400,000,000 senior unsecured
bridge facility.

Solutia also has entered into an agreement with UBS Securities
LLC, Merrill Lynch & Co. Inc., a General Motors Corp. pension
fund, and hedge funds Highland Capital Management, Longacre Fund
Management and Southpaw Asset Management to backstop the company's
$250,000,000 rights offering.  Solutia would use the proceeds to
fund its obligations for retiree benefits and retained legacy
liabilities.

Pursuant to the rights offering, eligible general unsecured
creditors, noteholders and equity holders, who exercise their
claim transfer rights, will have the opportunity to purchase
15,936,703 shares of new common stock of Reorganized Solutia, on a
pro rata basis, at an exercise price of around $13.33, which
represents a 33.33% discount to the implied $20 per share value of
the New Common Stock.  The investors would purchase all
unsubscribed shares.  The investors have the option to buy
2,812,359 shares of New Common Stock under a direct purchase
option.  Otherwise, the 2,812,359 shares would be added to the
Rights Offering pool.

"While this has been a long process, we have used our time in
Chapter 11 to truly transform and revitalize Solutia -- shaping a
strong portfolio of businesses, shedding $1.3 billion in
liabilities, and growing the company by $1 billion in sales while
more than doubling our earnings.  We will emerge from Chapter 11
as a growing, vibrant company that is positioned for success,"
said Jeffry N. Quinn, chairman, president and CEO of Solutia.

"We are pleased to have gained confirmation of a plan of
reorganization that was supported by all of the major constituents
in our case and that provides for significant creditor
recoveries," Mr. Quinn added.

                      About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) --
http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors
filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.


SONA MOBILE: Markets $3 Million of 8% Senior Unsecured Notes
------------------------------------------------------------
Sona Mobile Holdings Corp. has entered into definitive agreements
for the sale of 8% senior unsecured convertible debentures due
2010 in the aggregate principal amount of $3 million and five-year
warrants to purchase an aggregate of 3,333,333 shares of Sona's
common stock, par value $.01 per share, in a private placement
transaction for gross proceeds of $3 million before payment of
commissions and expenses.

Sona expects to use the net proceeds from the sale of the Notes
and Warrants for working capital purposes.

The Notes will bear interest at a rate of 8% per annum, payable
quarterly on January 1, April 1, July 1 and October 1 in cash or
shares of Common Stock, or combination thereof.  Subject to
certain enumerated conditions, the decision to pay interest in
cash or shares of Common Stock will be at the company's option.

The Notes will mature three years from the date of issuance and
are convertible into shares of Common Stock at an initial
conversion price of $0.45 per share, subject to full-ratchet anti-
dilution protection for two years after the date of issuance and
weighted average anti-dilution from the two year anniversary of
the date of issuance through the maturity date of the Notes.

After the date that the initial registration statement filed by
Sona pursuant to the Registration Rights Agreement is first
declared effective by the Securities and Exchange Commission ,
Sona will, subject to the satisfaction of certain enumerated
conditions, have the right to force conversion of a specified
amount of the Notes at the then- applicable conversion price,
provided that:

   (i) there is an effective registration statement, for the
       time frame enumerated in the Notes, pursuant to which
       the investor is permitted to utilize the prospectus
       thereunder to resell all of the shares subject to the
       applicable forced conversion notice;

  (ii) the daily volume weighted average price per share of the
       Common Stock for at least 20 out of any 30 consecutive
       trading days, which period shall have commenced after
       the Effective Date, exceeds $0.90; and

(iii) for at least 20 trading days during the applicable
       Threshold Period the daily trading volume for the Common
       Stock on the principal trading market exceeds $100,000
       per trading day.

Sona will only have the right to prepay a Note with the prior
written consent of a holder thereof.  The Notes will contain
customary negative covenants and events of default.

The Warrants to be issued in the Private Placement are five-year
warrants to purchase a number of shares of Common Stock equal to
50% of an investor's subscription amount divided by the conversion
price of the Notes.  The Warrants will be exercisable immediately
at an exercise price of $0.50 per share, subject to full-ratchet
anti-dilution protection.  The Warrants will be exercisable using
cash or at certain times cashless exercise.

Sona expects that the closing of the Private Placement will occur
prior to Dec. 14, 2007.  The obligations of Sona to sell the Notes
and Warrants, and the obligations of the investors to purchase
such securities, are subject to the fulfillment of specified
enumerated customary conditions prior to the closing of the
Private Placement.

                        About Sona Mobile

Sona Mobile Holdings Corp. located in New York City (OTC BB: SNMB)
-- http://www.sonamobile.com/-- is a wireless software and  
service provider that specializes in value-added applications to
data-intensive vertical and horizontal market segments including
the gaming industry.  Through its subsidiaries, the company
develops, markets and sells wireless data application software for
mobile devices, which enables secure execution of real time
transactions on a flexible platform over cellular or Wi-Fi
networks, and is compatible with most wireless devices that are
Internet enabled.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 11, 2007,
Horwath Orenstein LLP raised substantial doubt about Sona Mobile
Holdings Corp.'s ability to continue as a going concern citing
company's recurring losses from operations after auditing the Sona
Mobile's financial report as at Dec. 31, 2006, and 2005.

The company posted a net loss of $8.5 million for the year ended
Dec. 31, 2006, as compared with a net loss of $6.7 million for the
year ended Dec. 31, 2005.  Net revenues for the year 2006 were
$398,134, down from net revenues for the year 2005 of $565,489.


SPECIALTY UNDERWRITING: Moody's Cuts Rating on Class B-1 to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of ten
tranches from three Specialty Underwriting and Residential Finance
deals issued in 2003.  SURF purchases loans from brokers who
underwrite to its guidelines.  The underlying collateral for these
deals consists of adjustable and fixed rate, first lien
residential mortgage loans.

Although the deals' losses are performing within the area of
original expectations, the certificates have been downgraded based
upon recent and expected pool losses and the resulting actual and
expected erosion of credit support.  Overcollateralization amounts
in both the 2003-BC1 and 2003-BC2 transactions have been fully
depleted and the Class B-2 certificates from these deals are
currently realizing losses.  In addition, the
overcollateralization amount in the 2003-BC1 transaction is
significantly below its floor and pipeline losses are likely to
cause further erosion of the overcollateralization, which could
put pressure on the subordinate tranches.  Generally, existing
credit enhancement levels were too low for the previous ratings
given the current projected losses on the underlying pools.  
Credit support deterioration seen in these deals can be partially
attributed to the deals passing performance triggers and therefore
releasing large amounts of overcollateralization.

Complete rating actions are:

Downgrade

Issuer: Specialty Underwriting and Residential Finance Trust
  -- Series 2003-BC1, Class M-2, Downgraded to Baa2, previously
     A2
  -- Series 2003-BC1, Class B-1, Downgraded to B3, previously
     Baa3
  -- Series 2003-BC1, Class B-2, Downgraded to C, previously B3
  -- Series 2003-BC2, Class M-2, Downgraded to Ba1, previously
     A2,
  -- Series 2003-BC2, Class B-1, Downgraded to Caa3, previously
     Ba2
  -- Series 2003-BC2, Class B-2, Downgraded to C, previously B3
  -- Series 2003-BC3, Class M-3, Downgraded to Baa2, previously
     A3
  -- Series 2003-BC3, Class B-1, Downgraded to Ba1, previously
     Baa1
  -- Series 2003-BC3, Class B-2, Downgraded to Caa1, previously
     Ba1
  -- Series 2003-BC3, Class B-3, Downgraded to C, previously B2


SWEET TRADITIONS: Wants Lease Decision Period Extended to April 1
-----------------------------------------------------------------
Sweet Traditions LLC and Sweet Traditions of Illinois LLC ask the
U.S. Bankruptcy Court for the Eastern District of Missouri to
extend, until April 1, 2008, the period wherein they can assume or
reject non-residential real property leases.

Initially, the Debtors had until Jan. 2, 2008 to assume or reject
the leases.  The Debtors said that the extension is warranted
since the issues surrounding its reorganization are reasonably
complex.  The Debtors also intend to remain current on all of
their rent incurred during bankruptcy, assuring the Court that the
extension will not prejudice the landlords under the remaining
unexpired leases.

Saint Louis, Missouri-based Sweet Traditions LLC --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet    
Traditions of Illinois LLC, are franchisees of Krispy Kreme
Doughnuts, Inc, which owns, operates and franchises specialty
retail stores offering doughnuts.

The Debtors filed for Chapter 11 bankruptcy protection on Sept. 4,
2007 (E.D. Missouri Case Nos. 07-45787 and 07-45789).  David A.
Warfield, Esq. and Laura Toledo, Esq. at Blackwell Sanders, L.L.P.
represent the Debtors in their restructuring efforts.  Jonathan
Margolies, Esq. at Shughart Thomson & Kilroy, PC is counsel to the
Debtors' Official Joint Committee of Unsecured Creditors.  The
Debtors' schedules disclose total assets of $9,391,175 and total
liabilities of $51,552,132.


TELZUIT MEDICAL: Sept. 30 Balance Sheet Upside-Down by $9.8 Mil.
----------------------------------------------------------------
Telzuit Medical Technologies Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $3.9 million in total assets, $1.4 million
in total liabilities, and $12.3 million in series A convertible
preferred stock, resulting in a $9.8 million total stockholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $503,898 in total current assets
available to pay $1.2 million in total current liabilities.

The company reported a net loss of $377,408 on revenues of
$134,293 for the first quarter ended Sept. 30, 2007, compared with
a net loss of $1.3 million on revenues of $175,562 in the same
period ended Sept. 30, 2006.

The decrease in revenues was primarily due to the loss of a large
client during the period.

The decrease in net loss for the three months ended Sept. 30,
2007, is primarily due to the reduction in operating expenses and
losses from discontinued operations, and the gain from
extinguishment of debt.  In July 2007, the initial Vosch Loans of
$483,000 were converted to common stock resulting in a gain of
$394,680 on the extinguishment of debt.

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?25d8

                       Going Concern Doubt

Cross, Fernandez & Riley LLP in Orlando, Florida, expressed
substantial doubt about Telzuit Medical Technologies Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
June 30, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from operations and net capital
deficiency.

The company does not have enough cash to continue operations at
historical levels beyond Nov. 30, 2007.  Short term, the company
will have to rely on external sources for funding to support
immediate operating requirements.  Management believes that the
company will need to raise an additional $1.5 million to continue
its business for at least the next twelve (12) months.

                      About Telzuit Medical

Headquartered in Orlando, Florida, Telzuit Medical Technologies
Inc. (OTC BB: TZMT.OB) -- http://www.telzuit.com/-- engages in  
the development and marketing of ambulatory medical devices that
monitor, measure, and record physiological signals generated by
the body in the United States.  The company's lead product include
STATPATCH Wireless Holter Monitor, a full 12-lead, wireless holter
heart monitor, which measures, records, and transmits
physiological signals associated with a patient's cardiovascular
system.  In addition, Telzuit Medical Technologies owns and
operates mobile imaging units that provide ultrasound imaging to
clinics and doctors' offices.


TERRA ENERGY: Sept. 30 Balance Sheet Upside-Down by $1,512,209
--------------------------------------------------------------
Terra Energy & Resource Technologies Inc.'s consolidated balance
sheet at Sept. 30, 2007, showed $1,283,357 in total assets and
$2,795,566 in total liabilities, resulting in a $1,512,209 total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $8,847 in total current assets
available to pay $2,795,566 in total current liabilities.

The company reported a net loss of $965,984 for the third quarter
ended Sept. 30, 2007, compared with a net loss of $5,148,973 in
the same period last year.

There were no revenues from services for the three months ended
Sept. 30, 2007, and Sept. 30, 2006.  The lack of revenue arose
principally from the company's decision to perform services for an
ownership or royalty interest in projects or leaseholds rather
than for a cash service fee.

The decrease in net loss principally resulted from a decrease in
operating expenses during the three months ended Sept. 30, 2007,
compared to the same period in 2006.  In addition, in the quarter
ended Sept. 30, 2006, the company recorded writeoffs of oil and
gas properties of approximately $4.9 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25de

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007,
Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Terra Energy & Resource Technologies
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations and net capital deficiency.

                       About Terra Energy

Headquartered in New York, Terra Energy & Resource Technologies
Inc. (OTC BB TEGR.OB) -- http://www.terrainsight.com/-- through  
its subsidiary Terra Insight Corp., provides mapping and analysis
services for exploration, drilling, and mining companies related
to natural resources found beneath the surface of the Earth.


THEATER XTREME: Sept. 30 Balance Sheet Upside-Down by $2,363,854
----------------------------------------------------------------
Theater Xtreme Entertainment Group Inc.'s consolidated balance
sheet at Sept. 30, 2007, showed $3,136,052 in total assets and
$5,499,906 in total liabilities, resulting in a $2,363,854 total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1,898,800 in total current assets
available to pay $2,702,335 in total current liabilities.

The company reported a net loss of $1,093,154 on revenues of
$1,203,013 for the first quarter ended Sept. 30, 2007,compared
with a net loss of $651,763 on revenues of $1,462,528 in the same
period last year.

The decrease in revenue is principally attributable to the
decrease in retail sales offset in part by increases in wholesale
sales and franchise revenues.

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?25e0

                       Going Concern Doubt

As reported in Troubled Company Reporter on Oct. 19, 2007,
Morison Cogen LLP, in Bala Cynwyd, Pa., expressed substantial
doubt about Theater Xtreme Entertainment Group Inc.'s ability to
continue as a going concern after auditing the company's
financial statements for the fiscal year ended June 30, 2007.  The
auditing firm reported that the company incurred significant
losses from operations, has negative working capital and an
accumulated deficit.

                       About Theater Xtreme

Headquartered in Newark, Delaware, Theater Xtreme Entertainment
Group Inc. (TXEG.OB) -- http://www.theaterxtreme.com/-- is a  
specialty retailer of real movie theaters for the home.  The
company's 80" to 120" front projection systems deliver an
authentic movie theater experience, as an increasingly popular
alternative to flat panel televisions.  It operates 3 company
owned stores and 11 franchises in 12 states.


TRIBUNE COMPANY: Reports Revenues of $383 Million in October
------------------------------------------------------------
Tribune Company reported Tuesday its summary of revenues and
newspaper advertising volume for period 10, ended Oct. 28, 2007.
Consolidated revenues for the period were $383 million, down 9.3%
from last year's $422 million.

Publishing revenues in October were $287 million compared with
$311 million last year, down 7.9%.  Advertising revenues decreased
10.6% to $222 million, compared with $249 million in October 2006.

    -- Retail advertising revenues decreased 7.8% with the
       largest decreases in the department stores, amusements and
       electronic categories, partially offset by an increase in
       the health care category.  Preprint revenues, which are
       principally included in retail, were down 5.7% for
       the period.

    -- National advertising revenues decreased 2.3%, with the
       largest decreases in the auto, transportation and
       technology categories, partially offset by an increase in
       the movie category.

    -- Classified advertising revenues decreased 19.2%.  Real
       estate fell 26.9% with the most significant declines in the
       Florida markets, Los Angeles, and Chicago.  Help wanted
       declined 21.7% and automotive decreased 4.9%.  Interactive
       revenues, which are primarily included in classified, were
       $22 million, up 11.4%, due to growth in most categories.

Circulation revenues were down 6.3% due to single-copy declines
and continued selective discounting in home delivery.

Broadcasting and entertainment group revenues in October were
$96 million, down 13.3%, due to decreases in television group
revenue and Chicago Cubs revenue.  Television revenues fell 7.1%,
due to declines in political, movies and retail, partially offset
by strength in the food/packaged goods, telecom and
restaurant/fast food categories.  Radio/entertainment revenues
declined primarily due to five fewer Cubs home games.

                      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 at Ba3 on April
2007.  The ratings still hold to date.


VALLEY HEALTH: Ongoing Losses Prompt Fitch to Junk Ratings
----------------------------------------------------------
Fitch Ratings has downgraded Valley Health System's outstanding
bonds to 'CCC' from 'BB-' and places VHS on Rating Watch Negative.  
A rating in the 'CCC' category indicates that default is a real
possibility and that capacity for meeting financial commitments is
solely reliant upon sustained, favorable business or economic
conditions.

Fitch's rating action reflects VHS's ongoing operating losses and
liquidity erosion, coupled with the failed passage of Measure G,
which would have authorized the sale of VHS to Select HealthCare
Solutions, a private health care development company.  VHS's board
is considering a Chapter 9 filing to restructure VHS's debt, among
other strategies.  For the 12 months ended June 30, 2007, VHS lost
$11.8 million on total revenues of $200.3 million, and
unrestricted cash is currently ranging between five and 10 days of
operating expenses.  Fitch will monitor the situation closely and
provide commentary as appropriate.  At this time, VHS is current
on bond obligations.

Outstanding debt:
  -- $34.4 million Valley Health System hospital revenue bonds
     (refunding and improvements project), 1996 series A, rated
     'CCC', Rating Watch Negative;

  -- $45.1 million Valley Health System certificates of
     participation (refunding project), series 1993, rated
     'CCC', Rating Watch Negative.


VICTORY MEMORIAL: Has Until March 11, 2008 to File Chapter 11 Plan
------------------------------------------------------------------
The Honorable Carla E. Craig of the United States Bankruptcy Court
for the Eastern District of New York further extended Victory
Memorial Hospital and its debtor-affiliates' exclusive periods to:

   a. file a Chapter 11 plan until March 11, 2008; and

   b. solicit acceptances of that plan until May 11, 2008.

The Debtors' exclusive period to file a plan expired on Nov. 15,
2007.

The Debtors tell the Court that they need more time to file and
obtain court approval of proposed sale motion.  The Debtors also
need more time to liquidate their remaining assets, review secured
and unsecured claims and prepare a liquidating plan and disclosure
statement.

According to the Debtors, they are in the process of negotiating a
term sheet with a proposed stalking horse bidder that may result
in approximately $64 million in value for their assets.  The
Debtors anticipate in filing a motion to approve bid and auction
procedures under Section 363 of the Bankruptcy Code.

Futhermore, the Debtors are waiting for the New York State
Department of Health's decision with respect to:

   a) the need for an emergency department at the Debtors'
      facility; and

   b) the amount of the fund grant from the DOH to assist in
      impelementing the recomendations of the New York State
      Commission on healthcare facilities.

Timothy W. Walsh, Esq., at DLA Piper U.S. LLP, says that the
Debtors were advised that the DOH intended to provide additional
funds to repay the Debtors' current DIP facility as well as
additional DIP financing in addition to the $25 million funds
already allocated to the Debtors.

The DOH's commitment to repay the DIP financing with additional
fund, Mr. Walsh notes, relieves the estates of significant
administrative claims to the benefit of the Debtors' unsecured
creditors.

A hearing is scheduled on Dec. 6, 2007, at 3:00 p.m., to consider
the Debtors' request.

                      About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


VIRGIN MOBILE: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------
Moody's assigned a B2 Corporate Family, B2 Senior Secured and SGL-
4 liquidity rating to Virgin Mobile USA, LP.  The long term
ratings reflect a B1 probability of default and loss given default
assessment of LGD 4, 62% for the senior secured term loan.  The
outlook is stable.

Assignments:

Issuer: Virgin Mobile USA, LP
  -- Probability of Default Rating, Assigned B1
  -- Speculative Grade Liquidity Rating, Assigned SGL-4
  -- Senior Secured Bank Credit Facility, Assigned B2, LGD4,
     62%
  -- Corporate Family Rating, Assigned B2
  -- Outlook, Assigned Stable

The B2 Corporate Family Rating reflects VUSA's modest scale as a
virtual network operator competing against much larger and
financially stronger national wireless players.  In addition, the
rating considers Moody's opinion that as the US wireless industry
approaches maturity, operating risks are increasing. Moody's
believes VUSA's thin operating margins, its weak liquidity profile
and its currently elevated leverage levels provide the company
with only a limited ability to withstand unforeseen operating
challenges.

Moody's recognizes that these risks are partially mitigated by the
company's focus on faster growing industry niche segments and its
highly variable cost structure.  Furthermore, its brand
recognition is strong and its contractual relationships with
Sprint Nextel Corporation (Baa3 stable) and the Virgin Group
(unrated) appear favorable.  However should higher than expected
operating pressures result in a distress scenario, Moody's
believes VUSA's asset coverage could quickly diminish, given its
lack of spectrum or wireless network assets, which constrains the
rating.

The SGL-4 rating considers Moody's view that VUSA's liquidity
profile is weak. Moody's expects the company to generate modest
levels of free cash flow through the twelve month horizon of the
liquidity rating.  However the company's relatively high debt
servicing obligations and nominal initial cash position is likely
to result in only limited availability under its committed
liquidity through the next year, in Moody's opinion.  Furthermore,
financial covenants gradually tighten through 2008.  There is only
limited room for any operating shortfall to Moody's current
expectations before covenant compliance would not be maintained.

The stable outlook reflects Moody's view that VUSA is likely to
continue its strong subscriber and cash flow growth trends through
the next couple of years, but the resulting improvement in key
credit metrics is offset by Moody's belief that operating risks
are likely to increase through this period.

Headquartered in Warren, New Jersey, Virgin Mobile USA is a
provider of wireless services without annual contracts serving
approximately 5 million subscribers.


WELLS FARGO: Fitch Assigns 'B' Ratings on Two Cert. Classes
-----------------------------------------------------------
Fitch has rated Wells Fargo mortgage pass-through certificates,
series 2007-16 as:

Group I:
  -- $778,789,591 classes I-A-1 through I-A-7, I-A-R, and I-A-
     PO 'AAA' (senior certificates);
  -- $12,806,000 class I-B-1 'AA';
  -- $3,602,000 class I-B-2 'A';
  -- $1,601,000 class I-B-3 'BBB';
  -- $1,600,000 class I-B-4 'BB'; and
  -- $801,000 class I-B-5 'B'.

Group II:
  -- $526,422,162 classes II-A-1 through II-A-7, and II-A-PO
     'AAA' (senior certificates);
  -- $12,926,000 class II-B-1 'AA';
  -- $4,126,000 class II-B-2 'A';
  -- $1,650,000 class II-B-3 'BBB';
  -- $2,476,000 class II-B-4 'BB'; and
  -- $825,000 class II-B-5 'B'.

The 'AAA' ratings on the Group I senior certificates reflect the
2.70% subordination provided by the 1.60% class I-B-1, the 0.45%
class I-B-2, the 0.20% class I-B-3, the 0.20% privately offered
class I-B-4, the 0.10% privately offered class I-B-5, and the
0.15% privately offered class I-B-6.  The ratings on the class I-
B-1, I-B-2, I-B-3, I-B-4, and I-B-5 certificates are based on
their respective subordination.  Class I-B-6 is not rated by
Fitch.

The 'AAA' ratings on the Group II senior certificates reflect the
4.30% subordination provided by the 2.35% class II-B-1, the 0.75%
class II-B-2, the 0.30% class II-B-3, the 0.45% privately offered
class II-B-4, the 0.15% privately offered class II-B-5, and the
0.30% privately offered class II-B-6. Class II-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 primary servicing
capabilities of Wells Fargo Bank, N.A. (rated 'RPS1' by Fitch).

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  The
Class I-A-1 and II-A-1 are exchangeable real estate mortgage
investment conduits certificates.  The Classes I-A-2 through I-A-6
and II-A-2 through II-A-6 are exchangeable certificates.  The
remainder of the classes are regular certificates.

Group I consists of 1,293 fixed interest rate, first lien mortgage
loans, with an original weighted average term to maturity of
approximately 30 years.  All of the Group I mortgage loans were
made in connection with the relocation of employees of various
corporate employers.  The aggregate unpaid principal balance of
the pool is $800,400,427 as of Nov. 1, 2007 (the cut-off date),
and the average principal balance is $619,026.  The weighted
average original loan-to-value ratio of the loan pool is
approximately 74.04%.  The weighted average coupon of the mortgage
loans is 6.291%, and the weighted average FICO score is 758.  The
states that represent the largest geographic concentration are
California (19.28%), New Jersey (9.17%), Connecticut (7.09%),
Illinois (5.63%), Virginia (5.50%), Texas (5.25%), and Washington
(5.24%).  All other states represent less than 5% of the
outstanding balance of the pool.

Group II consists of 894 fixed interest rate, first lien mortgage
loans, with an original weighted average term to maturity of
approximately 30 years.  The aggregate unpaid principal balance of
the pool is $550,075,631 as of Nov. 1, 2007 (the cut-off date),
and the average principal balance is $615,297.  The weighted
average original loan-to-value ratio of the loan pool is
approximately 74.17%.  The weighted average coupon of the mortgage
loans is 6.782%, and the weighted average FICO score is 744.  The
states that represent the largest geographic concentration are
California (22.98%), New York (13.19%), Virginia (6.52%), New
Jersey (5.51%), and Maryland (5.17%).  All other states represent
less than 5% of the outstanding balance of the pool.

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,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
two separate REMICs for federal income tax purposes.


WELLS FARGO: Fitch Affirms 'B' Ratings on Five Cert. Classes
------------------------------------------------------------
Fitch Ratings has affirmed these six Wells Fargo Mortgage Backed
Securities pass-through Certificates:

Wells Fargo 2004-AA
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'; removed from Rating Watch
     Negative.

Wells Fargo 2004-BB
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Wells Fargo 2004-DD
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA+';
  -- Class B-2 affirmed at 'A+';
  -- Class B-3 affirmed at 'BBB+';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'; removed from Rating Watch
     Negative.

Wells Fargo 2004-Q
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB'.

Wells Fargo 2004-W
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.


Wells Fargo 2004-Z
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA+';
  -- Class B-2 affirmed at 'A+';
  -- Class B-3 affirmed at 'BBB+';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $2.99 billion of outstanding certificates.

As of the October distribution date, the transactions listed above
are seasoned from 34 (2004-BB and 2004-DD) to 37 (2004-Q) months.  
The pool factors (current principal balance as a percentage of
original) range approximately from 56% (2004-W) to 68% (2004-AA).

The underlying collateral for Wells Fargo Asset Securities Corp.
transactions consists of prime adjustable-rate mortgage loans
secured primarily by one- to four- family residential properties.  
The loans have a fixed interest rate during an initial period of
approximately five or seven years, after which the interest rate
will adjust on an annual basis to the sum of the weekly average
yield on US Treasury Securities adjusted to a constant maturity of
one year and a gross margin.  All of the mortgage loans were
generally originated in conformity with underwriting standards of
Wells Fargo Home Mortgage, Inc.

Wells Fargo Bank, N.A., rated 'RMS1' by Fitch, is the master
servicer for all of the above transactions.


WELLS FARGO: Fitch Rates $6.981MM Class B-4 Certificates at BB
--------------------------------------------------------------
Fitch has rated Wells Fargo mortgage asset-backed pass-through
certificates, series 2007-PA6, as:

  -- $615,052,100 classes A-1 through A-3, and A-R (senior
certificates) 'AAA';

  -- $21,610,000 class B-1 'AA';
  -- $9,974,000 class B-2 'A';
  -- $3,990,000 class B-3 'BBB'
  -- $6,981,000 class B-4 'BB';
  -- $2,660,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 7.50%
subordination provided by the 3.25% class B-1, the 1.50% class B-
2, the 0.60% class B-3, the 1.05% privately offered class B-4, the
0.40% privately offered class B-5, and the 0.70% privately offered
class B-6. The ratings on classes B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.  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 primary servicing
capabilities of Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by
Fitch).

The transaction consists of 1,132 fully amortizing, fixed interest
rate, first lien mortgage loans, with an original weighted average
term to maturity of approximately 356 months.  The aggregate
unpaid principal balance of the pool is $664,992,461 as of Nov. 1,
2007 (the cut-off date), and the average principal balance is
$587,387.  The weighted average original loan-to-value ratio of
the loan pool is approximately 73.97%; 9.26% of the loans have an
OLTV greater than 80%.  The weighted average coupon of the
mortgage loans is 6.867%, and the weighted average FICO score is
727.  The states that represent the largest geographic
concentration are California (49.47%), Florida (8.05%), and New
York (6.81%).  All other states represent less than 5% of the
outstanding balance of the pool.

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,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
a real estate mortgage investment conduit for federal income tax
purposes.


WHITLATCH & CO: Court Sets Ch. 7 Conversion Hearing on December 11
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio will
convene a hearing on Dec. 11, 2007, at 9:00 a.m., at 260 Federal
Building, in Akron, Ohio, regarding the request of the U.S.
Trustee for Region 9 to convert Whitlatch & Co.'s Chapter 11 case
into a Chapter 7 proceeding, or, in the alternative, dismiss the
Debtor's Chapter 11 case.

As reported in the Troubled Company Reporter on Oct. 30, 2007,
Haboo G. Fokkena, U.S. Trustee for Region 9, told the Court that
the Debtor has terminated all employees and is no longer operating
its business.  The Debtor has no potential source of funds from
which it may be able to resume operations.

The Court previously stated that the Debtor's use of cash
collateral, which was granted on an interim basis on Oct. 9, 2007,
was no longer needed.

Headquartered in Twinsberg, Ohio, Whitlatch & Co. --
http://www.whitlatch.com/-- builds homes and condominiums and   
sells them through independent third-party contractors, primarily
Realty One.  Currently, the company is building new homes in five
planned residential communities in Cuyohoga, Lorain and Summit
Counties.  Each community is financed by a separate bank under
mortgage development and construction loans.

The company filed for chapter 11 protection on Sept. 14, 2007
(Bankr. N.D. Ohio Case No. 07-52975).  James W. Ehrman, Esq., at
Kohrman Jackson & Krantz, PLL represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $13,445,997 and total debts of $11,561,613.


* Fitch Says Vintage RMBS Continue to Underperform Expectations
---------------------------------------------------------------
Recent vintage residential mortgage-backed securities, backed by
pools of subprime mortgages continue to substantially under-
perform initial expectations, which has resulted in significant
ratings downgrades and heightened risk of losses to principal.  
Fitch's analysis of subprime defaults suggests that lax
underwriting and fraud may account for as much as one-quarter of
the underperformance of the 2006 vintage of Subprime RMBS
transactions.  Fitch will be utilizing the insights from its
research to improve its RMBS rating process.

The very high delinquency and default performance of recent
vintage subprime RMBS has a variety of causes, including declining
home prices and the prevalence of high-risk mortgage products such
as stated-income loans and 100% combined-loan-to-value loans.  
Fitch has commented extensively on these drivers of mortgage
default, most recently in the special report 'Drivers of 2006
Subprime Vintage Performance', dated Nov. 13, 2007.  However as
noted in the report, these factors do not fully account for the
large number of early defaults that are occurring.  Many industry
observers have noted that poor underwriting, together with
borrower/broker fraud, also appear to be playing a role in high
defaults.

While some degree of early defaults are to be expected in subprime
mortgage pools, the extraordinarily high level of defaults
encountered by the 2006 vintage cannot be explained by home price
declines alone.  It has become increasingly evident that loans
originated with lax underwriting and higher instances of fraud can
have a material impact on a securitization.  In order to better
understand the unexpected high level of early defaults in subprime
RMBS, Fitch analyzed a small sample of early defaults from 2006
Fitch-rated subprime RMBS.

Fitch's findings from this review include:

  -- Apparent fraud in the form of occupancy misrepresentation;

  -- Poor or lack of underwriting relating to suspicious items
     on credit reports;

  -- Incorrect calculation of debt-to-income ratios;

  -- Poor underwriting of 'stated' income loans for
     reasonability;

  -- Substantial numbers of first-time homebuyers with
     questionable credit/income.

'In the absence of effective underwriting, products such as 'no
money down' and 'stated income' mortgages appear to have become
vehicles for misrepresentation or fraud by participants throughout
the origination process,' said Fitch Managing Director Diane
Pendley.  'During the rapidly rising home price environment of the
past few years, the ability of the borrower to refinance or
quickly re-sell the property prior to the loan defaulting masked
the true risk of these products and the presence of
misrepresentation and fraud.  With home prices now falling in many
regions of the country, many loans that would have paid off in
prior years remain in the pool and are more likely to default.'

Fitch believes that high risk products and poor underwriting
combined have had a substantial impact on defaults.  For example,
for an origination program that relies on owner occupancy to
offset other risk factors, a borrower fraudulently stating intent
to occupy will dramatically alter the probability of the loan
defaulting.  When this scenario happens with a borrower who
purchased the property as a short-term investment, based on the
anticipation that the value would increase, the layering of risk
is greatly multiplied.  If the same borrower also misrepresented
his income, and cannot afford to make the payments, the loan will
almost certainly default and result in a loss, as there is no type
of loss mitigation, including modification, which can rectify
these issues.

Fitch's research notes that in order to detect and prevent poor
underwriting and fraud, a combination of technology and basic risk
management is needed not only before, but also during and after
the origination of a loan.  'There are several effective fraud
indication tools available to originator/issuers; however, no
process or tool can identify all instances of misrepresentations
of fraud,' said Fitch Ratings Managing Director Glenn Costello.  
'Through our enhanced originator review program it is our
objective to help mitigate exposure to these kinds of risks in
rated RMBS.'

Enhanced Originator/Issuer Reviews for U.S. RMBS:

In light of its research, Fitch believes that it is important to
reassess the risk management processes of originators, conduits
and/or issuers for product being securitized going forward.  
Beginning in January 2008, Fitch U.S. RMBS rating process will
incorporate a more extensive review of mortgage
origination/acquisition practices, including a review of
originator/conduit/issuer due diligence reports, and a sample of
mortgage origination files.  Additionally, Fitch is studying how a
more robust system of representation and warranty repurchases
could help to provide more stable RMBS performance..

Fitch will conduct enhanced originator/issuer reviews for all
subprime transactions.  Fitch will not rate subprime RMBS without
completion of the review process.  Fitch also intends to conduct
enhanced reviews for Alt-A RMBS; however, these will be phased-in
based on Fitch's view of the risk of particular Alt-A programs.  
High-risk programs include Pay-Option Arms and programs exhibiting
substantial risk-layering.  Such programs will be high priority
for review.

Fitch's originator/conduit/issuer review process will feature
these elements:

1. Receipt of information package from originator/issuer
   containing:

  -- Operational Questionnaire
  -- Portfolio Statistics
  -- Due Diligence Reports
  -- Other Supporting Documentation, as Required

2. On-site Discussion with originator/issuer's senior management
   and risk management based on Fitch topics list including:

  -- Sourcing - control processes, level of due diligence, if
     not directly originating
  -- Underwriting - guidelines, exceptions, and controls over  
     underwriting decision process
  -- Property Valuations - guidelines, exceptions, and controls
     over determination of value process
  -- Risk Management - audits and compliance to policies and
     procedures

3. On-site file reviews:

  -- Targeted sample of mortgage origination loan files
  -- Review conducted to confirm Fitch's understanding of
     originator/issuer's control environment

Fitch will provide a more detailed discussion of the
originator/issuer review process in the form of a criteria report.  
Fitch will be communicating directly with originators, conduits,
and issuers regarding reviews to be conducted in the interim.


* Fitch Says Default Performance for CMBS Will Show Resiliency
--------------------------------------------------------------
Bond default performance for U.S. CMBS will show some resiliency
and remain low in the face of projected higher loan defaults,
according to Fitch Ratings.

Next year looks to be an inflection point for U.S. CMBS, with loan
defaults to increase more than 50% even with continued strong real
estate fundamentals, and perhaps double if the broader real estate
markets start to show signs of weakness.  Nonetheless, U.S. CMBS
bond defaults are expected to remain low as loan defaults correct
to a level more consistent with long term expectations.  Fitch
believes that the credit enhancement levels for its existing
transactions provide adequate support from these expected
additional loan defaults.

CMBS loan defaults have been extremely low in recent years due to
the healthy commercial real estate markets and the availability of
debt and equity capital.  However, technical factors created by a
decline in origination will cause CMBS default rates to increase
by approximately 20 basis points in 2008.  Performance in
commercial real estate continues to be strong, as evidenced by
only 29 bps of delinquencies recorded in Fitch's latest loan
delinquency index for October 2007.  'Even if performance
continues at this pace, the combination of low issuance volume and
the natural aging of the portfolio will create a phenomenon where
higher defaults will occur without changes in underlying real
estate fundamentals,' said Senior Director Eric Rothfeld.

CMBS issuance volume approached $200 billion for the full year
2006 and eclipsed that level in first half-2007.  However,
volatility in the credit markets has resulted in an approximately
75% decline in CMBS originations during 2H'07. Low issuance volume
is expected to continue during 2008 with total volume expected to
be 50% of that for the calendar year 2007 or $125 billion.

As reported in Fitch's U.S. CMBS Loan Default Study released in
July of this year, 2006 new defaults on Fitch rated fixed rate
transactions accounted for only 0.38% by balance of the prior ten
years of CMBS issuance, well below the ten year average default
rate of 0.79%.  Further, Fitch has observed a seasoning curve over
an average ten-year loan term where loan defaults are nominal in
the first two years, increase to 0.70% in the third year of
seasoning, continue increasing through the eighth year when they
reach a peak rate of 1.45% and then decline as maturity
approaches.

'As new U.S. CMBS origination balances decline, loans with more
seasoning will now account for a higher percentage of the
outstanding loan population, and with increased seasoning comes
higher default rates,' said Managing Director and CMBS group head
Susan Merrick.  Fitch projects that over the next year, the
default rate will increase by more than 50% over that in 2006 to
about 60 bp.  This increase is a natural evolution resulting from
the seasoning of the portfolio and the recent decline in
origination volume.

Real estate fundamentals are more difficult to predict. Fitch
recognizes that the tremendous liquidity which existed in the
capital markets in recent years contributed to better loan
performance. If real estate fundamentals decline, overleveraged
properties would suffer the most precipitous decline. While it is
difficult to generalize about such a large portfolio, Fitch would
envision a further 20 bp increase in delinquencies in even a
mildly stressed real estate environment.

The impact of rising loan defaults in 2008 will result in loan
performance more closely resembling historical loan default rates.  
Therefore, given the existing credit support on Fitch rated CMBS
bonds, the impact of increased loan defaults should be minimal.  
Projecting based on Fitch's analysis of vintage defaults in the
Loan Default Study, annual defaults will increase by 50% in 2008
as Fitch's fixed rate portfolio increases from its current
weighted average age of approximately 3.7 years to 4.7 years.  
However, few deals are expected to have losses beyond their lowest
non-investment grade classes as these increasing loan defaults do
not exceed historical trends.  As it always does, Fitch will
review ratings to ensure they accurately capture the performance
of the underlying loans.  If defaults exceed these projections,
Fitch will take rating actions as needed.


* BOOK REVIEW: Bankruptcy Investing: How to Profit from Distressed  
               Companies (Revised Edition)
------------------------------------------------------------------
Author:     Ben Branch and Hugh Ray
Publisher:  Beard Books
Paperback:  344 pages
List Price: $39.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981211/internetbankrupt

The book Bankruptcy Investing: How to Profit from Distressed
Companies, is written by Ben Branch and Hugh Ray.

Corporate bankruptcies are at an all-time high, and this trend is
likely to continue. Bankruptcy Investing introduces investors to
the risky but lucrative opportunities to invest in the securities
of troubled companies.

Every area of this exciting field is described in complete detail.
Real-world examples illustrate the explanations. Companies in
distress may go through an informal or formal workout of problems,
or they may enter Chapter 11 or Chapter 7 bankruptcy.

The investment implications for the securities of firms in each of
these stages are considered in full. Everything the investor needs
to know is contained in this book. The authors show why it can be
smart to invest in troubled companies.

Whether you are a savvy investor or experienced fund manager (or
aspire to be one), Bankruptcy Investing introduces you to the
risky but lucrative opportunities for investing in the securities
of troubled companies.

This timely new book describes in detail the rules of the game and
how to apply them to pick the winners.

The authors, both experts in the legal and financial aspects of
bankruptcy investing, explain everything you need to know about
investing in distressed companies, including estimating bankruptcy
values, how to use timing to your advantage, quantitative
techniques to minimize risks, evaluating available data,
characteristics of various types of short-term and long-term debt
instruments, investment strategies, and sources of additional
information.

You'll fully understand all the implications of investing in the
securities of firms in all stages of financial distress--from
informal or formal workouts to Chapter 11 or Chapter 7 bankruptcy-
-as well as investing in both debt and equity securities.

Real-world examples illustrate how you can profit from investing
in troubled companies and what risks are incurred. An extensive
glossary defines legal, economic and financial terms.

Bankruptcy Investing translates the often-confusing lexicon of
bankruptcy into a profitable investment program that you can
implement immediately.

You too will discover an exciting way to find new investment
winners.

Two financial experts guide you through the risky but lucrative
investment opportunities available in troubled companies.

Whether your interests are informal or formal workouts, Chapter 11
or Chapter 7 bankruptcies, debt or equity securities, this book
will explain everything you need to know about investing in
distressed corporations.

Topics include estimating bankruptcy values, how to use timing to
your advantage, quantitative techniques to minimize risk,
evaluating available data, the characteristics of various types of
short-term and long-term debt instruments, and investment
strategies.

                            *********

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.

                    *** End of Transmission ***