TCR_Public/071203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 3, 2007, Vol. 11, No. 286

                             Headlines


12021 ASSOCIATES: Voluntary Chapter 11 Case Summary
ACA CAPITAL: Posts $883 Million Equity Deficit in Third Qtr. 2007
ACTIVISION INC: Inks $18.9 Billion Merger Deal with Vivendi
AMERICAN HOME: Gets Nod to Pay up to $9MM to Senior Managers
AMERIQUEST MORTGAGE: Fitch Retains Junk Rating on Class M-3

AMR CORP: Low Stock Price Cues FL Group to Cut Stake by 8%
ARANTES ALIMENTOS: Fitch Assigns 'B' Foreign Currency IDR
ARTUS LOAN: Moody's Assigns Ba2 Rating on $28MM Class B-2L Notes
ASSET BACKED: Fitch Retains Junk Rating on Class B Certificates
AVADO BRANDS: Court Okays Lane Berry as Financial Advisors

BANC OF AMERICA: Fitch Puts 'BB' Rating on $1.777 Million Certs.
BBJ ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors
BLACKHAWK AUTOMOTIVE: Files Schedules of Assets and Liabilities
BLACKHAWK AUTOMOTIVE: Can Hire Benesch Friedlander as Counsel
BLACKHAWK AUTOMOTIVE: U.S. Trustee Forms Seven-Member Committee

BOMBARDIER INC: Planned Debt Repurchase Cues Fitch's Pos. Watch
BURGER KING: Moody's Affirms Ba2 Rating with Stable Outlook
CALUMET LUBRICANTS: S&P Rates $510 Mil. Credit Facilities at BB-
CARBIZ INC:  Illinois Unit Begins Sales and Collections Operations
CD 2007-CD5: Fitch Assigns 'B-' Rating on $2.617 Million Certs.

CDC MORTGAGE: Moody's Cuts Certificate Ratings on Eight Deals
CDW CORPORATION: $7.55 Bil. Refinancing Cues Moody's B3 Rating
CENTRAL GARDEN: Weak Performance Cues Moody's Ratings Downgrades
CHESAPEAKE SHORES: U.S. Trustee Wants Case Converted to Chapter 7
CHEYENNE ENERGY: Inks Forbearance Agreement with its Lender

CHRYSLER LLC: Likely to Lose $1 Billion in 2007, Sales Exec Says
CITIGROUP MORTGAGE: Fitch Holds 'B' Ratings on Nine Classes
CLASSICSTAR LLC: Wants Henry Watz to Provide Litigation Services
CMF TRUSS: Case Summary & 20 Largest Unsecured Creditors
CONSECO INC: Implements LTCG's Systems and Operational Solution

CONSTELLATION BRANDS: Fitch Rates $500 Million Senior Note at BB-
CREDIT SUISSE: S&P Cuts Rating on $5 Mil. Certs. to BB from BBB
DAVID OWEN: Case Summary & 10 Largest Unsecured Creditors
DLJ COMMERCIAL: S&P Junks Rating on Class B-8 Certitificates
DUKE FUNDING: Fitch Junks Ratings on Ten Note Classes

E*TRADE FINANCIAL: Appoints R. Jarrett Lilien as Acting CEO
E*TRADE FINANCIAL: Secures $2.5 Billion Financing from Citadel
E*TRADE FINANCIAL: S&P Retains 'B' Rating Under Negative Watch
E3 BIOFUELS: Mead Plant Losses Prompt Bankruptcy Filing
EMANON PARTNERS: Case Summary & Nine Largest Unsecured Creditors

GENERAL MOTORS: Still Open to Future Tie-Up with Proton Holdings
GLIMCHER REALTY: S&P Affirms 'BB' Corporate Credit Rating
GOLDEN STATE: Files Schedules of Assets and Liabilities
GREEN TREE: S&P Assigns Default Rating on Class B-1 Sr. Certs.
GULFMARK OFFSHORE: S&P Lifts Corp. Credit Rating to BB- from B+

HEARTLAND INC: Earns $70,452 in Third Quarter Ended Sept. 30, 2007
HOLOGIC INC: Earns $95.6 Million in Fiscal Year Ended Sept. 29
INDYMAC BANCORP: Moody's Cuts Issuer Rating to Ba2 from Ba1
INDYMAC BANK: Moody's Lowers Deposit Rating to Ba1 from Baa3
J.CREW GROUP: Earns $26.8 Million in Third Quarter Ended Nov. 3

JP MORGAN: Fitch Assigns 'B' Rating on $1.6MM Class B-5 Certs.
KEY ENERGY: Completes $425 Mil. Offering of 8.375% Senior Notes
KL TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
L TERSIGNI: Hearing on Unfiled Documents Set for December 11
L TERSIGNI: Submits Schedules of Assets and Liabilities

L TERSIGNI: Delaware Court OKs Examiner Appointment to Probe Case
LAKE MARTIN: Stoneview Balks at Dow Husky as Special Counsel
LAKE MARTIN: Court Approves McDaniel & Associates as Accountant
LB-UBS COMMERCIAL: Fitch Affirms Junk Rating on $3.6MM Certs.
LEVITZ FURNITURE: Committee Wants Case Converted to Chapter 7

LEVITZ FURNITURE: AICCO Wants Stay Lifted to Cancel Policies
LJA DANBURY: Case Summary & Seven Largest Unsecured Creditors
MEDIANEWS GROUP: High Leverage Cues Moody's to Cut Rating to B1
MORGAN STANLEY: Fitch Assigns Low-B Ratings on Three Cert. Classes
MOTORSPORT AFTERMARKET: Moody's Holds B2 Corporate Family Rating

NATIONAL EASTERN: Wants to Employ T.M. Byxbee as Accountants
NATIONAL RV: Files for Chapter 11 Protection in California
NEW ORLEANS SEWERAGE: Fitch Holds 'B' Rating on $180.3MM Bonds
NY RACING: Judge Peck Approves Third Amended Disclosure Statement
NY RACING: Plan Confirmation Hearing Scheduled on December 27

OBLAST OF NIZHNIY: Moody's Assigns Ba2 Issuer Rating
PATMAN DRILLING: U.S. Trustee Appoints Creditors Committee
PAUL MORREL: Case Summary & 4 Largest Unsecured Creditors
PHARMED GROUP: Seeks Court OK for FTI Consulting to Provide CRO
POPE & TALBOT: Wants to File Schedules & Statements Until Jan. 18

POPE & TALBOT: Wants to Employ Rothschild as Financial Advisor
POPE & TALBOT: B.C. Court Accepts Transfer of CCAA Proceedings
POPE & TALBOT: British Columbia Court Extends Stay to Jan. 16
REGENT BROADCASTING: Weak Performance Cues Moody's to Cut Rating
RYERSON INC: To Restructure Chicago Operations in Phased Moves

SEARS HOLDINGS: Net Income Drops to $2 Mil. in 2007 Third Quarter
SECURUS TECHNOLOGIES: Liquidity Concerns Cue S&P to Cut Rating
SMITHFIELD FOODS: Earns $17.4 Million in 2nd Quarter Ended Oct. 28
SOLUTIA INC: Moody's Rates $400 Mil. Sr. Credit Facilities at Ba1
SONA MOBILE: Completes $3 Million Offering of Notes & Warrants

SPARE BACKUP: Posts $4,674,055 Net Loss in Third Quarter
SUNCHASE CAPITAL: Taps Gatewood Co. as Real Estate Consultant
STALLION OILFIELD: Increased Leverage Cues Moody's to Cut Rating
TERWIN MORTGAGE: Moody's Cuts Rating on Class M-2 Certs. to B3
THORPE INSULATION: Wants to Hire Snyder Miller as Special Counsel

THORPE INSULATION: Committee Taps Caplin & Drysdale as Counsel
THORPE INSULATION: Committee Wants Heller Ehrman as Co-Counsel
TIDELANDS OIL: Posts $877,775 Net Loss in Third Quarter
TRANS ENERGY: Board Authorizes Common Share Buy-Back Program
TRIAXX FUNDING: Fitch Cuts Rating on $80MM Notes to BB from AA

TRIBUNE CO: FCC OKs Transfer of Licenses and Waivers Extension
TRIBUNE CO: Projected Low Revenue Cues Moody's to Cut Ratings
TYCO INTERNATIONAL: Incurs $1.7 Billion Net Loss in Year 2007
UNITY WIRELESS: Sept. 30 Balance Sheet Upside-Down by $618,134
USG CORP: Court Wants Ex-Financial Advisor's Conduct Investigated

VERASUN ENERGY: Executes Merger Agreement with US BioEnergy
WALTER INDUSTRIES: Moody's Cuts CFR to B1 with Negative Outlook
WARNER MUSIC: Sept. 30 Balance Sheet Upside-Down by $36 Million
WATERFORD EQUITIES: Can Access Capital Source's Cash Collateral
WATERFORD EQUITIES: Taps Kurztman Carson as Claims Agent

WELLS FARGO: Fitch Rates $653,000 Class B-5 Certificates at B
WELLS FARGO: Fitch Rates $2.796MM Class B-4 Certificates at BB
WHITLATCH & CO: Court Okays Kohrman Jackson as Bankruptcy Counsel
WM BOLTHOUSE: Higher Sales Cue Moody's to Hold B2 Family Rating

* Moody's Says US Apparel Industry Continues To Be Negative
* Moody's Issues Four Special Reports on Infrastracture Issues
* Moody's Says Rise in Home Equity Sector Delinquency Continued
* Moody's Says Performance of Jumbo Mortgage Loans Weakened

* S&P Lowers Ratings on 106 Tranches From 22 US Hybrid CDO
* S&P Lowers Ratings on 48 Classes of US Synthetic CDO

* Fitch Says Strong Pricing Puts Pressure on For-Profit Hospitals
* Fitch Plans to Release Nonrated Report on $88 Million IFA Bonds

* BOND PRICING: For the Week of November 26 - November 30, 200


                             *********

12021 ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 12021 Associates, L.L.C.
        14724 Ventura Boulevard, 6th Floor
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 07-14682

Chapter 11 Petition Date: November 29, 2007

Court: Central District Of California (San Fernando Valley)

Debtor's Counsel: Georgeann H. Nicol, Esq.
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ACA CAPITAL: Posts $883 Million Equity Deficit in Third Qtr. 2007
-----------------------------------------------------------------
ACA Capital Holdings Inc. incurred $1 billion net loss in the
third quarter ended Sept. 30, 2007, as compared with a a net
income of $16.0 million for the same quarter a year ago.

For the third quarter 2007, the company's total revenues were a
negative at $1.5 billion, due to $1.7 billion in net insured
credit swap revenue losses.

Net insured credit swap revenue includes insured credit swap
premiums received for credit protection the company has sold under
its insured credit swaps as well as realized and unrealized gains
and losses related to those transactions.  Realized losses arise
upon the occurrence of credit events requiring payment by the
Company under the related credit swap and, additionally, realized
gains or losses could occur if a transaction is terminated in
advance of its scheduled termination date.  The estimated
aggregate present value of future installments under all insured
credit swap transactions totaled $468.8 million at September 30,
2007.

The company is currently currently investigating the possibility
of restructuring our insured credit swap transactions to eliminate
the collateral posting requirement.

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $4.9 billion, total liabilities of $5.8 billion, and
minority interest of $9.5 million, resulting in total
stockholders' deficit of $883.3 million.

A full-text copy of the company's third quarter 2007 report is
available for free at: http://ResearchArchives.com/t/s?25db

              William Ackman Sees Likely Bankruptcy

William Ackman of Pershing Square Capital said Wednesday that ACA
Capital will possibly go bankrupt over a slump in the subprime
mortage sector hitting about $68 billion collateralized debt
obligations insured by the company, Reuters relates.

                Standard & Poor's Rating Action

On Nov. 9, 2007 Standard & Poor's Rating Services placed its
financial strength rating of ACA Financial Guaranty Corporation, a
wholly owned subsidiary of the company, on CreditWatch with
negative implications.

Should S&P ultimately downgrade ACA FG's financial strength rating
below 'A-', under the existing terms of the company's insured
credit swap transactions, the company would be required to post
collateral based on the fair value of the insured credit swaps as
of the date of posting.

The failure to post collateral would be an event of default,
resulting in a termination payment in an amount approximately
equal to the collateral call.  This termination payment would give
rise to a claim under the related ACA FG insurance policy.

Based on current fair values, neither the company nor ACA
Financial Guaranty would have the ability to post such collateral
or make termination payments.

                  About Perishing Square Capital

Pershing Square Capital Management is a $300 million activist
hedge fund managed by Bill Ackman that has had about 40% returns
over the past two years.

                        About ACA Capital

ACA Capital Holdings Inc. (NYSE: ACA) -- http://www.aca.com/-- is  
a holding company that provides financial guaranty insurance
products to participants in the global credit derivatives markets,
structured finance capital markets and municipal finance capital
markets.  It also provides asset management services to specific
segments of the structured finance capital markets.  The company
participates in its target markets both as a provider of credit
protection through the sale of financial guaranty insurance
products, for risk-based revenues, and as an asset manager, for
fee-based revenues.

ACA operates its businesses through three business lines, which
consist of its two financial guaranty insurance lines of business:
Structured Credit and Public Finance, and its CDO Asset Management
business.  The company serves as an asset manager of
collateralized debt obligations (CDOs) for the benefit of the
third-party investors in these CDOs.


ACTIVISION INC: Inks $18.9 Billion Merger Deal with Vivendi
-----------------------------------------------------------
Activision Inc. and Vivendi said Sunday that they have signed a
definitive agreement to combine Vivendi Games, Vivendi's
interactive entertainment business -- which includes Blizzard
Entertainment's World of Warcraft(R), the world's #1 multi-player
online role-playing game franchise -- with Activision, creating
the world's largest pure-play online and console game publisher.  
The new company, Activision Blizzard, is expected to have
approximately $3.8 billion in pro forma combined calendar 2007
revenues and the highest operating margins of any major third-
party video game publisher.  On closing of the transaction,
Activision will be renamed Activision Blizzard and will continue
to operate as a public company traded on NASDAQ under the ticker
ATVI.

Blizzard Entertainment, a division of Vivendi Games, has projected
calendar 2007 revenues of $1.1 billion, operating margins of over
40% and approximately $520 million of operating profit.  Blizzard
owns the #1 multi-player online role-playing game franchise, World
of Warcraft, which currently has over 9.3 million subscribers
worldwide.  Blizzard's World of Warcraft, Warcraft(R),
StarCraft(R) and Diablo(R) games account for four of the top-five
best-selling PC game titles of all time.  Vivendi Games also owns
popular franchises, including Crash Bandicoot(TM) and Spyro(TM).  
Pro forma for calendar 2007, Activision Blizzard expects to
generate approximately 70% of its revenues from owned franchises.  
As a result of the business combination, Activision Blizzard
expects to have the most diversified and broadest portfolio of
interactive entertainment assets in its industry, positioning the
combined company to capitalize on the continued worldwide growth
in interactive entertainment.

Jean-Bernard Levy, Chairman of the Management Board and Chief
Executive Officer of Vivendi stated: "This alliance is a major
strategic step for Vivendi and is another illustration of our
drive to extend our presence in the entertainment sector.  By
combining Vivendi's games business with Activision, we are
creating a worldwide leader in a high-growth industry.  We are
excited about the opportunities for Activision Blizzard as a
broader entertainment software platform.  We believe this
transaction will create significant value for Activision Blizzard
and Vivendi stockholders.  In Activision, we have found a partner
with a highly complementary business and strong operating team.
Bobby Kotick and Brian Kelly are industry pioneers, well known for
creating shareholder value.  The combined strength of the existing
management teams at both companies will set the stage for further
profitable growth of Activision Blizzard.  We look forward to
being an active and supportive majority stockholder in a company
that is poised to lead the worldwide interactive entertainment
industry in the years ahead."

Rene Penisson, Member of the Management Board of Vivendi and
current Chairman of Vivendi Games, added: "We are very confident
that by combining forces, Activision Blizzard will set the highest
standards in quality, reputation and profitability, and will bring
together the best creative teams in the industry.  The combination
of this unique product portfolio with highly professional
employees gives us great confidence in the growth prospects for
Activision Blizzard."

Said Robert Kotick, Activision's Chairman and Chief Executive
Officer: "This is an outstanding transaction for Activision and
our stockholders, as well as a pivotal event in the continuing
transformation of the interactive entertainment industry.  By
combining leaders in mass-market entertainment and subscription-
based online games, Activision Blizzard will be the only publisher
with leading market positions across all categories of the
rapidly growing interactive entertainment software industry and
reach the broadest possible audiences.  By joining forces with
Vivendi Games, we will become the immediate leader in the highly
profitable online games business and gain a large footprint in the
rapidly growing Asian markets, including China and Korea, while
maintaining our leading operating performance across North America
and Europe. Activision stockholders will benefit from
significantly increased earnings power and the recurring nature
and predictability of subscription-based revenues, while also
having the opportunity, if they choose, to receive $27.50 per
share for a portion of their shares in the post-closing tender
offer."

Mr. Kotick continued: "Vivendi Games provides Activision with
unique strategic and financial benefits and will allow us to
leverage our franchises into emerging online opportunities as
Blizzard has done so successfully.  Activision has been very
focused on margin expansion, and this transaction will
meaningfully increase our overall operating margins as we expand
our franchises online and in new geographies. Diversifying our
revenue base among subscription-based online, console and PC
formats, as well as wireless and casual emerging opportunities,
gives us the broadest platform to capitalize on industry growth.
With Blizzard's successful franchises, such as World of Warcraft,
StarCraft and an exciting pipeline of yet-to-be announced titles,
Vivendi Games' and Blizzard's management team will join with
Activision's strong and experienced leaders to become an even more
powerful force for innovation in online and offline interactive
entertainment
across a wide range of platforms.  This transaction also provides
a unique relationship with Universal Music Group -- the world's
largest music company -- which will benefit Guitar Hero and
further extend our sizable leadership position in music-based
games."

Mike Morhaime, President and Chief Executive Officer of Blizzard,
added: "Blizzard's industry-leading PC games business, with a
track record of nine consecutive bestsellers and a global
subscriber base of more than 9.3 million World of Warcraft
players, is an exceptional fit for Activision's highly profitable
console games business.  From our interactions with the Activision
team, it is clear we have much in common in terms of our
approaches to game development and publishing.  Above all, we are
looking forward to continue creating great games for Blizzard
gamers around the world, and we believe this new partnership will
help us to do that even better than before."

                    Structure & Terms of Transaction

Under the terms of the agreement, Vivendi Games will be merged
with a wholly owned subsidiary of Activision.  In the merger,
shares of Vivendi Games will be converted into 295.3 million new
shares of Activision common stock. Based on the transaction price
of $27.50 per share of Activision common stock, this implies a
value of approximately $8.1 billion for Vivendi Games.  
Concurrently with the merger, Vivendi will purchase 62.9 million
newly issued shares of Activision common stock at a price of
$27.50 per share -- a premium of 31% to Activision's average
closing price over the past 20 trading days -- for a total of $1.7
billion in cash.  As a result of these transactions, Vivendi will
own an approximate 52% ownership stake in Activision Blizzard on a
fully diluted basis.

Within five business days after closing the transaction,
Activision Blizzard will launch a $4 billion all-cash tender offer
to purchase up to 146.5 million Activision Blizzard common shares
at $27.50 per share.  The tender offer will be funded by
Activision Blizzard's cash on hand at closing, including the
$1.7 billion in cash received from the Vivendi share purchase.  In
addition, Vivendi has agreed to acquire from Activision Blizzard
additional newly issued shares for up to an additional $700
million of Activision common stock at $27.50 per share, the
proceeds of which would also be used to fund the tender offer.  
Any remaining funds required to complete the tender offer will be
borrowed by Activision Blizzard from Vivendi or third-party
lenders.  If the tender offer is fully subscribed, Vivendi will
own an approximate 68% ownership stake in Activision Blizzard on a
fully diluted basis.

The transaction is expected to be immediately accretive in its
first year post-closing for Activision's stockholders and slightly
accretive for Vivendi's stockholders.  Activision Blizzard is
targeting pro forma operating income of $1.1 billion and pro forma
earnings per share (EPS) in excess of $1.20 in calendar year
2009. The transaction is expected to be at least $0.20 accretive
to Activision stockholders in calendar year 2009.

                             Governance

Activision Blizzard's board of directors will be comprised of
eleven members: six directors designated by Vivendi, two
Activision management directors and three independent directors
who currently serve on Activision's board of directors.  Rene
Penisson, currently a member of the Management Board of Vivendi
and Chairman of Vivendi Games, will serve as Chairman of
Activision Blizzard.  Brian Kelly, currently Co-Chairman of
Activision, will serve as Co-Chairman of Activision Blizzard.  The
three independent directors will be Richard Sarnoff, Robert J.
Corti and Robert Morgado.  Other Activision Blizzard directors
will be Robert Kotick (President and Chief Executive Officer of
Activision Blizzard), Bruce Hack (Vice-Chairman and Chief
Corporate Officer of Activision Blizzard), Jean-Bernard Levy
(Chairman of the Management Board and Chief Executive Officer of
Vivendi), Doug Morris (Chairman and Chief Executive Officer of the
Universal Music Group), Philippe Capron (Member of the Management
Board and Chief Financial Officer of Vivendi), and Frederic Crepin
(Senior Vice President, Head of Legal, Vivendi).

                             Management

Following the completion of the transaction, Robert Kotick will be
President and Chief Executive Officer of Activision Blizzard.  
Bruce Hack, current Chief Executive Officer of Vivendi Games, will
serve as Vice-Chairman and Chief Corporate Officer of Activision
Blizzard, accountable for leading the merger integration and the
finance, human resources and legal functions.  Mike Griffith will
serve as President and Chief Executive Officer of Activision
Publishing, which after closing will include the Sierra
Entertainment, Sierra Online and Vivendi Games Mobile divisions in
addition to the Activision business.  Mike Morhaime will continue
to serve as President and Chief Executive Officer of Blizzard
Entertainment.  Thomas Tippl, currently Chief Financial Officer
of Activision, will be appointed Chief Financial Officer of
Activision Blizzard and Jean-Francois Grollemund, currently Chief
Financial Officer of Vivendi Games, will be appointed Chief
Accounting Officer of Activision Blizzard.

                         Conditions to Closing

The transaction has been approved by the boards of directors of
Vivendi, Vivendi Games and Activision.  The transaction is subject
to the approval of Activision's stockholders and the satisfaction
of customary closing conditions and regulatory approvals,
including expiration of applicable waiting periods and receipt of
applicable approvals under the Hart-Scott-Rodino Antitrust
Improvements Act and European Union merger control regulations.  
Pending regulatory and stockholder approval, the companies expect
the transaction to be completed in the first half of calendar year
2008.

                     Financial and Legal Advisors

Activision's financial advisor on the transaction is Allen &
Company LLC and its legal counsel is Skadden, Arps, Slate, Meagher
& Flom LLP.  Vivendi's financial advisor is Goldman, Sachs & Co.
and Gibson, Dunn & Crutcher LLP is acting as legal counsel to
Vivendi.

                About Activision Broadcast Media Center

Activision Broadcast Media Center broadcast video and web-
streaming video in PAL and NTSC formats on its Web site --
http://activision.pondserver.com/ Pathfire users can download  
video to their Digital Media Gateway by choosing the Pathfire
Enabled file. All video is free of charge and its use is
unrestricted.

                            About Vivendi

Vivendi (Euronext Paris: VIV) -- http://www.vivendi.com/-- is a  
global provider of digital entertainment like music, TV, cinema,
mobile, internet, and games through its ownership of Universal
Music Group, Canal+ Group, SFR, Maroc Telecom and Vivendi Games.  
In 2006, Vivendi had revenues of over EUR20 billion and a global
headcount of 39,000.  Listed on the Paris Stock market, Vivendi is
a member of the CAC 40.

                         About Vivendi Games

Vivendi Games globally develops, publishes and distributes
multiplatform interactive entertainment.  The company is the
leader in the subscription-based massively multi-player online
role-playing games (MMORPG) category and is building on its
position in the PC, console and handheld games markets.  Vivendi
Games has a global presence, a history of franchise success,
development teams around the world and a catalog of its own
original and licensed material.  Vivendi Games has approximately
4,000 employees and is driven by four creative divisions: Blizzard
Entertainment, Sierra Entertainment, Sierra Online and Vivendi
Games Mobile.  Irvine, California-based Blizzard, creator of the
Warcraft, StarCraft and Diablo games series, is by far the largest
of the four entities with approximately 2,300 employees.

                    About Blizzard Entertainment

Blizzard Entertainment Inc. -- http://www.blizzard.com/-- a  
division of Vivendi Games, is a premier developer and publisher of
entertainment software renowned for creating some of the
industry's most critically acclaimed games.  Blizzard
Entertainment's track record includes ten #1-selling games and
multiple Game of the Year awards.  It is best known for
blockbuster hits including World of Warcraft and the Warcraft,
StarCraft, and Diablo series.  The company's online-gaming
service, Battle.net(R), is one of the largest in the world, with
millions of active users.

                        About Activision Inc.

Headquartered in Santa Monica, California, Activision Inc.
(Nasdaq: ATVI) -- http://www.activision.com/-- is a worldwide  
developer, publisher and distributor of interactive entertainment
and leisure products.  Founded in 1979, Activision posted net
revenues of $1.5 billion for the fiscal year ended March 31, 2007.  
Activision has more than 2,000 employees worldwide.  Activision is
best known for its top-selling franchises, including Guitar
Hero(R), Call of Duty(R) and the Tony Hawk series, as well as
Spider-Man(TM), X-Men(TM), Shrek(R), James Bond(TM) and
TRANSFORMERS(TM).

Activision maintains operations in the United States, Canada, the
United Kingdom, France, Germany, Ireland, Italy, Scandinavia,
Spain, the Netherlands, Australia, Japan and South Korea.

                            *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Standard & Poor's Ratings Services revised its outlook on video
game publisher Activision Inc. to stable from negative.  At the
same time, S&P affirmed its 'BB-' corporate credit rating on the
company.  Activision had no debt outstanding as of June 30, 2007.


AMERICAN HOME: Gets Nod to Pay up to $9MM to Senior Managers
------------------------------------------------------------
American Home Mortgage and Investment Corp. and its debtor-
affiliates obtained approval from the U.S. Bankruptcy Court of
the District of Delaware to pay up to $9,000,000 in incentives to
members of senior management.

Under an executive incentive plan, the Debtors will give bonuses
to 27 executives, senior vice presidents, and vice presidents if
certain thresholds are met.  The Debtors will contribute to a
plan pool in the event at least one of these objectives are
achieved:

    -- net proceeds from asset sales exceed $230,000,000;

    -- a plan of liquidation of the Debtors is confirmed on or
       before August 6, 2008;

    -- a sale of American Home Bank is consummated on or before
       February 28, 2007; and

    -- wind-down costs are less than $45,00,000.

The Debtors will contribute $700,000 to the plan pool in light of
the initial closing of the sale of their loan servicing business
on October 31, 2007.  The Debtors were expected to receive up to
$500,000,000 from the purchaser, AHM Acquisition Co., Inc.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, said the EIP is necessary to
incentivize and reward senior management for their work in the
wind-down operations and liquidation of the Debtors.

The EIP has been negotiated with the Official Committee of
Unsecured Creditors appointed in the Chapter 11 cases.

Bankruptcy Judge Christopher S. Sontchi denied American Home's
request to withhold the names of senior managers and the bonuses
they are entitled to.  According to The Associated Press, Chief
Financial Officer Stephen Hozie will receive at least $462,000 in
incentives, while "secondary markets executive" Robert Johnson
will get at least $247,100.  AP adds that Michael Strauss,
American Home's founder and chief executive, bypassed the bonus
pool.

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP
as its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 18, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


AMERIQUEST MORTGAGE: Fitch Retains Junk Rating on Class M-3
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these classes of
Ameriquest Mortgage Securities Inc. home equity issues:

QUEST 2003-X4
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'A';
  -- Class M-2 rated 'BBB,' placed on Rating Watch Negative;
  -- Class M-3 remains at 'CC/DR3'.

The affirmations, affecting approximately $12.8 million of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

The $7.9 million class-2 is placed on Rating Watch Negative due to
the deterioration in the relationship between CE and expected
losses.  Monthly losses have exceeded the available excess spread
in recent months, which has caused deterioration in the
overcollateralization amount.  Monthly losses have exceeded excess
spread by an average of approximately $249,000 over the last six
months.

As of the October distribution date, QUEST 2003-X4 is seasoned 47
months.  The pool factor is 18% and approximately 25.2% of the
pool is more than 60 days delinquent.

The loans were either originated or acquired by Ameriquest
Mortgage Company.  Citi Residential Lending Inc., rated 'RSS3+' by
Fitch, is the servicer.


AMR CORP: Low Stock Price Cues FL Group to Cut Stake by 8%
----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, FL Group hf. disclosed that as of the close of
business on Nov. 29, 2007, it beneficially owned 2,658,000 shares
of common stock of AMR Corporation.   

FL Group's stake constitutes approximately 1.1% of outstanding
shares of common stock of AMR (based on 249,121,904 shares
outstanding on Oct. 12, 2007, as reported in AMR's Quarterly
Report on Form 10-Q for the quarter ended Sept. 30, 2007).

FL Group previously owned a total of 22,658,000 shares of AMR
common stock, which represented approximately 9.1% of the
outstanding shares of AMR common stock.  The shares included
20,458,000 shares held by FL Group's wholly owned subsidiary, FL
Group Holding Netherlands B.V.

On Nov. 28, 2007, FL Group's wholly owned subsidiary sold
17,800,000 of the 20,458,000 shares it held.  The wholly owned
subsidiary holds the remaining 2,658,000 Shares.

                         Swap Transactions

On Dec. 4, 2006,  FL Group entered into an ISDA Master Agreement
with Morgan Stanley & Co. International plc, relating to shares of
common stock of AMR.  FL Group entered into a series of swap
transactions executed in September 2007 under the MSC Master
Agreement, relating to a total of 2,200,000 shares of AMR common
stock.  Under the MSC Master Agreement and confirmation letters
relating to the specific transactions effected under the MSC
Master Agreement, FL Group had the right to elect to settle the
swap transactions by taking delivery of the 2,200,000 shares of
common stock.  Accordingly, FL Group was deemed to beneficially
own the 2,200,000 shares of common stock.

The September Swap Transactions were scheduled to expire on
Nov. 16, 2007, and were subsequently extended on the same terms.  
On Nov. 28, 2007, FL Group divested its interest in the 2,200,000
shares which were the subject of the November 2007 swap
extensions.

FL Group ceased to be the beneficial owner of more than 5% of AMR
common stock on Nov. 28, 2007.

                     Reason for Cutting Stake

According to The Wall Street Journal, FL Group cited lack of
progress by AMR in boosting shareholder value as the main reason
for cutting its stake in the airline company.

In September, WSJ said, FL Group urged AMR to consider strategic
alternatives, such as divesting itself of assets such as the
frequent-flier program or, secondarily, its American Eagle
regional airline business.

                     Divesting American Eagle

As reported in the Troubled Company Reporter on Nov. 29, 2007,
AMR said it plan to divest American Eagle to:

   -- provide the company with the structure, incentives and
      opportunities to win new business and provide new
      opportunities for American Eagle's employees; and

   -- focus on the company's mainline business, while ensuring
      continued access to cost-competitive regional feed.

American Eagle, which provides regional airline services, operates
approximately 300 aircraft, with approximately 1,700 daily flights
to more than 150 cities throughout the United States, Canada, the
Bahamas, the Caribbean and Mexico.  In 2007, American Eagle
expects to generate annual revenues of approximately $2.3 billion.

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

                        FL Group Comments

WSJ relates that FL Group agrees with AMR's plan, however, it said
more was needed to boost the airline company's stock price.

"With AMR's focus now on divesting American Eagle, we don't expect
them to move on any other strategic initiatives to create
shareholder value over the mid-term.  As such, we believe there
are more interesting investment opportunities for our portfolio at
the current time," spokesman Halldor Kristmannsson told WSJ.

                      About AMR Corporation

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
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.


ARANTES ALIMENTOS: Fitch Assigns 'B' Foreign Currency IDR
---------------------------------------------------------
Fitch Ratings has assigned foreign and local currency Issuer
Default Ratings of 'B' to Brazil's Arantes Alimentos Ltda.  In
addition, Fitch has also assigned Arantes a national debt rating
at 'BBB(bra)'.  The Rating Outlook is Stable.

The ratings reflect Arantes low cost structure and diversified
export revenue base.  Arantes' beef processing business is exposed
to volatile beef and cattle markets, which has an impact on its
raw material cost structure and end-product prices (domestically
and internationally).  Volatility is primary driven by supply and
demand imbalances which are a result of factors such as sanitary
disease, adverse weather conditions, unfavorable global economic
conditions, changes in beef consumption habits, government-imposed
sanitary and trade restrictions, and competitive pressures from
other Brazilian or international beef producers and exporters.  
Some of these risks are partially mitigated by Arantes'
geographically diversified operational plants, global distribution
and customer diversification, and a balanced export revenue base.

The company has aggressively grown since returning to the beef
processing business in 2005, through acquisitions of new plants
and modernization of existing plants.  The company's strategy is
focused on achieving steady and sustained growth while maintaining
the efficiency of its operations and building on its competitive
strengths in order to increase its profitability and its market
share in the Brazilian and international markets.  Near-term
growth is based on already acquired capacity while long-term
strategy is expected to be achieved through a combination of
organic growth, acquisitions, and by purchasing or leasing
additional facilities.

During the first nine months of 2007, revenues grew by 66%, while
EBITDA grew at a slower rate.  EBITDA margin declined to 8.2% from
9.5% during the prior comparable period.  Margin decline was a
result of higher raw material cost, higher domestic volumes
coupled with lower domestic prices which were partially offset by
higher international prices, and lower SG&A expenses as a
percentage of revenues.

The ratings incorporate Arantes' highly leveraged capital
structure and financing needs in order to fund working capital,
and continued near-term large projected capital expenditures in
order to add capacity.  Credit protection measures worsened during
the first nine months of 2007 as EBITDA growth was more than
offset by increase in debt related to higher capex and working
capital requirements.  At Sept. 30, 2007, the company had a ratio
of net debt to EBITDA of 4.5 times, not including leased
properties as, except for one, all leased property titles are
being transferred from the Arantes family to Arantes Alimentos
Ltda.  EBITDA coverage of interest expense of 7x EBITDA is
expected to grow by 70% in 2007 to R$57.2 million from R$33.7
million in 2006.  Pro-forma net debt to EBITDA at the end of 2007
is expected to be 4.3x with pro-forma total debt of about R$350.6
million, a significant increase from R$252.8 million at the end of
September 2007. Consequently, despite very large expected revenue
and EBITDA growth in the next few years, credit-protection
measures will likely remain under pressure in the very near term
before reaching more comfortable levels.

Arantes was positioned as the seventh largest Brazilian beef
exporter during the first nine months of 2007.  The company has an
aggregate daily slaughtering capacity of approximately 4,330 head
of cattle at the five slaughterhouses it operates in the Brazilian
States of Mato Grosso, Goias and Maranhao.  Arantes exports its
products to more than 140 customers located in over 35 countries.  
The foreign market corresponds to about 45% of Arantes' sales.  
The company maintains long-term relationships with leading
international beef distributors.


ARTUS LOAN: Moody's Assigns Ba2 Rating on $28MM Class B-2L Notes
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Artus Loan Fund 2007-I, Ltd.:

  (1) Aaa to the U.S. $780,000,000 Class A-1L Floating Rate
      Notes Due 2018;

  (2) Aa2 to the U.S. $42,000,000 Class A-2L Floating Rate
      Notes Due 2018;

  (3) A2 to the U.S. $52,000,000 Class A-3L Floating Rate Notes  
      Due 2018;

  (4) Baa2 to the U.S. $35,000,000 Class B-1L Floating Rate
      Notes Due 2018; and

  (5) Ba2 to the U.S. $28,000,000 Class B-2L Floating Rate
      Notes Due 2018.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of leveraged loans due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Babson Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


ASSET BACKED: Fitch Retains Junk Rating on Class B Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Asset Backed
Funding Corp. mortgage pass-through certificates:

Series 2002-SB1
  -- Class A-II-1 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB' from 'A' and placed on
     Rating Watch Negative;
  -- Class M-3 downgraded to 'B-/DR1' from 'BB' and removed
     from Rating Watch Negative;
  -- Class B remains at 'C/DR4'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $27 million of outstanding certificates, as of the
October 2007 distribution date.

The downgrades total approximately $6 million of outstanding
certificates and reflect the deterioration of CE relative to
future expected losses.  The downgrades total also includes the
$3.2 million M-2 class that has been placed on Rating Watch
Negative.

This transaction is 65 months seasoned and the pool factor is 11%.  
The cumulative loss, as a percentage of the pools' initial
balance, is 5.89%.

The underlying collateral consists of fixed-rate and adjustable-
rate mortgage loans secured by first and second liens on
residential mortgage properties extended to subprime borrowers.  
The servicer for the loans in this transaction is Litton Loan
Servicing, LP which is rated 'RPS1', Rating Watch Negative, by
Fitch.

As of the October 2007 distribution date, the
overcollateralization was zero, with a target of $1,578,734.  The
60+ delinquencies are 23.78% of current collateral balance.  This
includes foreclosures and real estate owned (REO) of 3.16% and
4.17%, respectively.


AVADO BRANDS: Court Okays Lane Berry as Financial Advisors
----------------------------------------------------------
Avado Brands Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Lane, Berry & Co. International LLC as their financial
advisors.

The Debtors selected Lane Berry to assist them in effectuating a
sale of substantially all of their operating assets.  

Specifically, Lane Berry will:

   a) analyze and evaluate the business, operations, and financial
      position of the Debtors;

   b) prepare an offering memorandum for distribution and
      presentation to potential parties to a sale transaction;

   c) prepare and implement a plan to market the Debtor's
      business;

   d) identify and screening interested prospective parties to a
      sale transaction;

   e) evaluate various potential sale transactions and the value
      of each to the Debtors' estates;

   f) coordinate due diligence related to the sale process;

   g) evaluate proposals from potential purchasers;

   h) assist in the structuring and negotiating of potential sale
      transactions;

   i) meeting with the Debtor's board of directors to discuss the
      financial implications of a particular sale transaction;

   j) providing affidavits and testimony with respect to the
      services performed by Lane Berry; and

   k) perform other financial advisory services for the Debtors
      that may be necessary.

Robert M. Berry, the president and founding member of Lane Berry,
tells the Court that the Debtor have agreed to pay Lane Berry a
transaction fee, based upon a percentage of the total fair market
value, of all consideration paid or payable to the Debtors in
connection with the sale transaction:

   -- if the aggregate consideration for the sale transaction is
      less than or equal to $50 million, Lane Berry is entitled to
      a $1 million transaction fee;

   -- if the aggregate consideration for the sale transaction is
      between $50-60 million, Lane Berry is entitled to an
      additional fee of 1.5% of the consideration; and

   -- if the aggregate consideration for the sale transaction is
      greater than $60 million, Lane Berry is entitled to an
      additional fee of 3% of the consideration.

Mr. Berry assures the Court that the firm is disinterested,
pursuant to Section 101(14) of the U.S. Bankruptcy Code.

                       About Avado Brands

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

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

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

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

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


BANC OF AMERICA: Fitch Puts 'BB' Rating on $1.777 Million Certs.
----------------------------------------------------------------
Fitch rated Banc of America Mortgage Securities Inc.'s mortgage
pass-through certificates, series 2007-3, as:

  --  $428,714,699 classes 1-A-1 - 1-A-46, 1-A-R, 1-IO, 1-PO
      and 2-A-1 - 2-A-4 senior certificates 'AAA';
  --  $8,664,000 class B-1 'AA';
  --  $2,665,000 class B-2 'A';
  --  $1,111,000 class B-3 'BBB';
  --  $1,777,000 class B-4 'BB';
  --  $444,000 class B-5 'B'.

Classes 2-A-1, 2-A-2 and 2-A-4 are privately offered certificates.

The 'AAA' ratings on the senior certificates reflects the 3.50%
subordination provided by the 1.95% class B-1, 0.60% class B-2,
0.25% class B-3, 0.40% privately offered class B-4, 0.10%
privately offered class B-5, and 0.20% privately offered class B-
6.  The ratings for classes B-1, B-2, B-3, B-4, and B-5 are based
on their respective subordination. Class B-6 is not rated by
Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
N.A. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  
Classes I-A-3 through 1-A-16, 2-A-1 and 2-A-2 are exchangeable
REMIC certificates.  Classes I-A-1, 1-A-2, 1-A-17 through I-A-46,
and 2-A-4 are exchangeable certificates.  The remaining classes
are regular certificates.

The transaction is secured by two pools of mortgage loans.  Loan
groups 1 and 2 are cross-collateralized and supported by the B-1
through B-6 subordinate certificates.

The mortgage pool consists of 634 fully amortizing, fixed interest
rate, one- to four-family, residential first mortgage loans,
substantially all of which have original terms to stated maturity
of approximately 180 to 360 months.  The aggregate outstanding
balance of the pool as of Dec. 1, 2007 is $444,265,109 with an
average balance of $700,733 and a weighted average coupon of
6.853%.  The weighted average original loan-to-value ratio for the
mortgage loans in the pool is approximately 71.59%.  The weighted
average FICO credit score is 752.  Second homes and investor-
occupied properties comprise 6.45% and 0.23% of the loans in the
group, respectively.  Rate/Term and cash-out refinances account
for 18.82% and 14.14% of the loans in the group, respectively.  
The states that represent the largest geographic concentration of
mortgaged properties are California (51.83%) and Florida (6.67%)
All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as multiple
real estate mortgage investment conduits.  Wells Fargo Bank, N.A.
will act as trustee.


BBJ ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: B.B.J. Environmental Solutions, Inc.
             5910 Breckenridge Parkway, Suite A
             Tampa, FL 33610

Bankruptcy Case No.: 07-11630

Type of Business: The Debtor develops solutions to biologically
                  related indoor air quality problems, such as
                  mold, mildew, fungi and bacteria.  See
                  http://www.bbjenviro.com

Chapter 11 Petition Date: November 29, 2007

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Harley E Riedel, Esq.
                  Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
KayeScholer, L.L.P.            $23,756
425 Park Avenue
New York, NY 10022

Quality Systems &              $14,222
Technology
6502 28th Avenue,
East Palmetto, FL 34221

Bryan Bilchik                  $13,311
1216 Tar Flower Drive
Tampa, FL 33626

Joseph Pivinski                $11,300

Platinum Plus for Business     $10,311

Jackson Lewis, L.L.P.          $9,671

Bob Disinski                   $6,345

Incorporated Service State     $5,809
of Nevada

Hillsborough County Tax        $5,664
Collector

Wheeler, Herman, Hopkins &     $5,596
Lag

B.&G. Equipment Co.            $5,454

Berlin Packaging               $4,099

Prudential                     $3,750

LoBell Sales                   $3,504

William C. Shadel              $2,029

Whitaker Solvents & Chemicals  $1,803

R.&L. Carriers                 $1,303

RoDan Fire Sprinklers          $1,270

Indoor Environment             $1,200
Communications

Capital One, F.S.B.            $1,151


BLACKHAWK AUTOMOTIVE: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Blackhawk Automotive Plastics Inc. and Tier e Automotive Group
Inc. submitted to the U.S. Bankruptcy Court for the Northern
District of Ohio their schedules of assets and liabilities,
disclosing:

   Name of Schedule            Assets      Liabilities
   ----------------          ----------    -----------
   A. Real Property          $2,500,000
   B. Personal Property      56,165,229
   C. Property Claimed as                            -
      Exempt
   D. Creditors Holding                    $36,435,479
      Secured Claims
   E. Creditors Holding                        286,425
      Unsecured Priority
      Claims
   F. Creditors Holding                     14,522,688
      Unsecured Non
      Priority Claims
                            -----------    -----------
      TOTAL                 $58,665,229    $51,244,592

                     About Blackhawk Automotive

Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly
Warren Molded/Custom Plastics, manufactures injection molded
plastic products and motor vehicle parts and accessories.  BAP's
customers include General Motors, Delphi, Lear, Chrysler, Honda,
Navistar, and Visteon.  BAP employs about 1,574 workers
domestically, and generated $136 million in sales in 2006.

BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd.
which operated a manufacturing facility in Ontario until Johnson
Controls Inc. bought BAP Canada's assets in May 2005.  BAP
Canada's remaining assets consist primarily of net operating loss
carryforwards for Canadian tax purposes.  The NOLs had a book
value of about $8.2 million as of December 2005.  BAP also owns a
plant in Upper Sandusky, Ohio, which ceased operations in 2006.

The company filed for chapter 11 protection on Oct. 22, 2007
(Bankr. N.D. Ohio, Case No. 07-42671).  Its parent company, Tier e
Automotive Group Inc., filed a separate chapter 11 petition on the
same day (Bankr. N.D. Ohio, Case No. 07-42673).

Tier e acquired BAP from Worthington Industries Inc. in 1999.  
Tier e also owns 49% stake in Nescor Holdings Inc., a holding
company for Nescor Plastics Corporation, also an automotive
plastics supplier.

Donlin Recano & Company Inc. will provide claims, noticing,
balloting and distribution services for the Debtors.

As of the bankruptcy filing, BAP's aggregate debt to its senior
facility lenders was about $33 million.


BLACKHAWK AUTOMOTIVE: Can Hire Benesch Friedlander as Counsel
-------------------------------------------------------------
Blackhawk Automotive Plastics Inc. and Tier e Automotive Group
Inc. obtained permission from the U.S. Bankruptcy Court for the
Northern District of Ohio to employ Benesch, Friedlander, Coplan &
Aronoff LLP as their general counsel.

Benesch Friedlander will:

   a. advise the Debtors of their rights, powers, and duties as
      Debtors-in-possession that are continuing to operate and
      manage their businesses and property;

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

   c. prepare on behalf of the Debtors all necesary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules, and other documents, and review all
      financial and other reports to be filed with the Court in
      the cases;

   d. advise the Debtors concerning, and prepare responses to,
      applications, motions, pleadings, notices, and other papers
      that may be filed and served in the cases;

   e. advise the Debtors concerning, and assist in the
      negotiation and documentation of, the refinancing or sale
      of their assets, debt and lease restructuring, executory
      contract and unexpired lease assumptions, assignments or
      rejections, and related transactions;

   f. review the nature and validity of liens asserted against
      the Debtors' property and advise the Debtors concerning the
      enforceability of the liens;

   g. advise the Debtors concerning the actions that they might
      take to collect and recover property for the benefit of
      their estates;

   h. counsel the Debtors in connection with the formulation,
      negotiation, and confirmation of a plan or plans of
      reorganization and related documents; and

   i. perform other legal services for the Debtors as may be
      necessary in the administration of their chapter 11 cases
      and businesses, including advising and assisting the
      Debtors with respect to debt restructuring, corporate
      governance issues related to restructuring, stock or asset
      dispositions and general business and litigation matters.

The Debtors will pay the firm according to these hourly rates:

     Professional                Designation     Rate
     ------------                -----------     ----
     William I. Kohn, Esq.       Partner         $645
     William E. Schonberg, Esq.  Partner         $425
     David M. Neumann, Esq.      Associate       $320
     Jennifer R. Hoover, Esq.    Associate       $300
     Stuart A. Laven, Jr., Esq.  Associate       $275
     Scott B. Lepene, Esq.       Associate       $240
     Lisa M. Behra               Paralegal       $160

During the 90 days prior to bankruptcy, the Debtors have paid the
firm $185,310 for current legal services rendered.  The Debtors
also paid the firm a $100,357 retainer on Oct. 18, 2007.

The Debtors and William I. Kohn, Esq., assure the Court that the
firm is a "disinterested person" as that term is defined under
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.

The firm can be reached at:

             William I. Kohn, Esq.
             David M. Neumann, Esq.
             Stuart A. Laven, Jr., Esq.
             Benesch, Friedlander, Coplan & Aronoff LLP
             2300 BP Tower, 200 Public Square
             Cleveland, OH 44114-2378
             Tel: (216) 363-4182/4584/4493
             Fax: (216) 363-4588
             http://www.bfca.com/

                   About Blackhawk Automotive

Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly
Warren Molded/Custom Plastics, manufactures injection molded
plastic products and motor vehicle parts and accessories.  BAP's
customers include General Motors, Delphi, Lear, Chrysler, Honda,
Navistar, and Visteon.  BAP employs about 1,574 workers
domestically, and generated $136 million in sales in 2006.

BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd.
which operated a manufacturing facility in Ontario until Johnson
Controls Inc. bought BAP Canada's assets in May 2005.  BAP
Canada's remaining assets consist primarily of net operating loss
carryforwards for Canadian tax purposes.  The NOLs had a book
value of about $8.2 million as of December 2005.  BAP also owns a
plant in Upper Sandusky, Ohio, which ceased operations in 2006.

The company filed for chapter 11 protection on Oct. 22, 2007
(Bankr. N.D. Ohio, Case No. 07-42671).  Its parent company, Tier e
Automotive Group Inc., filed a separate chapter 11 petition on the
same day (Bankr. N.D. Ohio, Case No. 07-42673).

Tier e acquired BAP from Worthington Industries Inc. in 1999.  
Tier e also owns 49% stake in Nescor Holdings Inc., a holding
company for Nescor Plastics Corporation, also an automotive
plastics supplier.

Donlin Recano & Company Inc. will provide claims, noticing,
balloting and distribution services for the Debtors.

As of the bankruptcy filing, BAP's aggregate debt to its senior
facility lenders was about $33 million.


BLACKHAWK AUTOMOTIVE: U.S. Trustee Forms Seven-Member Committee
---------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 9,
appointed seven members to serve in an official committee of
unsecured creditors in Blackhawk Automotive Plastics Inc. and Tier
e Automotive Group Inc.'s bankruptcy cases.

The seven members are:

   1. Sabic Innovative Plastics
      c/o Valerie Venable
      9930 Kinsey Avenue
      Hunstville, NC 28078
      Tel: (704) 992-5075
      Fax: (866) 585-2386

   2. JIT Packaging
      c/o Erin Hogan Jones
      1550 Kingsview Drive
      P.O. Box 358
      Lebanon, OH 45036
      Tel: (513) 933-0250
      Fax: (513) 934-3239

   3. Avery Dennison Corporation
      c/o William M. Goldsmith
      650 West 67th Avenue
      Schererville, IN 46375
      Tel: (219) 322-9826
      Fax: (219) 322-9825

   4. Createc Corporation
      c/o Elizabeth E. Dreyer
      8888 Keystone Crossing, Suite 1600
      Indianapolis, IN 46240
      Tel: (317) 705-2917
      Fax: (317) 566-9910

   5. Kurz Transfer Products LP
      c/o David Seymour
      3200 Woodpark Blvd.
      Charlotte, NC 28206
      Tel: (704) 927-3750
      Fax: (704) 927-3703

   6. Pioneer Plastics
      c/o Ralph Danesi
      P.O. Box 26392
      Akron, OH 44319
      Tel: (330) 896-2356
      Fax: (330) 896-3609

   7. CNI Enterprises Inc.
      c/o Jorge J. Morales
      1451 E. Lincoln
      Madison Heights, MI 48071
      Tel: (248) 586-3324
      Fax: (248) 586-9611

Kurz Transfer replaced PPG Industries Inc. as member of the
committee.

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

                    About Blackhawk Automotive

Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly
Warren Molded/Custom Plastics, manufactures injection molded
plastic products and motor vehicle parts and accessories.  BAP's
customers include General Motors, Delphi, Lear, Chrysler, Honda,
Navistar, and Visteon.  BAP employs about 1,574 workers
domestically, and generated $136 million in sales in 2006.

BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd.
which operated a manufacturing facility in Ontario until Johnson
Controls Inc. bought BAP Canada's assets in May 2005.  BAP
Canada's remaining assets consist primarily of net operating loss
carryforwards for Canadian tax purposes.  The NOLs had a book
value of about $8.2 million as of December 2005.  BAP also owns a
plant in Upper Sandusky, Ohio, which ceased operations in 2006.

The company filed for chapter 11 protection on Oct. 22, 2007
(Bankr. N.D. Ohio, Case No. 07-42671).  Its parent company, Tier e
Automotive Group Inc., filed a separate chapter 11 petition on the
same day (Bankr. N.D. Ohio, Case No. 07-42673).

Tier e acquired BAP from Worthington Industries Inc. in 1999.  
Tier e also owns 49% stake in Nescor Holdings Inc., a holding
company for Nescor Plastics Corporation, also an automotive
plastics supplier.

Donlin Recano & Company Inc. will provide claims, noticing,
balloting and distribution services for the Debtors.

As of the bankruptcy filing, BAP's aggregate debt to its senior
facility lenders was about $33 million.


BOMBARDIER INC: Planned Debt Repurchase Cues Fitch's Pos. Watch
---------------------------------------------------------------
Fitch Ratings has placed these ratings of Bombardier Inc. and
Bombardier Capital Inc. on Rating Watch Positive:

Bombardier Inc.
  -- Issuer Default Rating 'BB-';
  -- Senior unsecured debt 'BB-';
  -- Preferred stock 'B'.

Bombardier Capital Inc.
  -- IDR 'BB-';
  -- Senior unsecured debt 'BB-'.

The action reflects BBD's announcement that it intends to
repurchase approximately $1.1 billion of debt by Jan. 31, 2008.

The ratings cover outstanding debt and preferred stock totaling
approximately $5.7 billion as of Oct. 31, 2007.  Due to the
existence of a support agreement and demonstrated support by the
parent, BC's ratings are linked to those of BBD.

The Positive Rating Watch primarily reflects the reduction in
leverage that would result from BBD's intended repurchase of debt.  
Fitch expects to resolve the Rating Watch within the next two to
three months.  Should the ratings be upgraded in that time period,
Fitch expects the IDR's and unsecured debt ratings to remain in
the 'BB' category.  The Positive Rating Watch and longer-term
rating trends are also supported by expectations for continued
margin improvement, sales growth, and solid cash generation.  
Strong orders in all of BBD's businesses and a large backlog
support projections for continued improvement.  These factors
could potentially lead to further long term improvement in BBD's
credit profile.

As indicated by BBD in a press release, the debt targeted to be
repurchased includes approximately $408 million of Euro-
denominated 5.75% notes due in February 2008, $623 million of BC's
Sterling-denominated 6.75% notes due in May 2009, and
$26 million of other long term debt.  This debt amounts to
approximately 20% of BBD's consolidated debt.  All of BC's
remaining debt would be retired.

Factors supporting the ratings include BBD's diversification,
leading market positions, the health of the business jet and
turboprop markets, cash balances, debt maturity schedule, BT's
successful restructuring, and large backlog.  Rating concerns
include the elevated but improving consolidated gross debt levels
compared to EBITDA; relatively low operating margins; business jet
market cyclicality; the pension plan deficit; the impact of
exchange rate volatility on margins, financial results, and
planning; and several RJ concerns, including uncertainty regarding
development of new aircraft models and contingent obligations
related to past aircraft sales, although these contingent
obligations are spread out over time and are not a near-term
concern.  BBD's eventual decision about its potential entry into
the mainline aircraft market could have an impact on its financial
and operating profile.  Fitch believes the recent performance
issues with one operator's Q400 aircraft are not a significant
credit concern at this time.

At Oct. 31, 2007 the company had $3.6 billion of unrestricted cash
balances, not including $1.3 billion of restricted cash related to
its letter of credit facility.  Restricted cash balances are not
available for liquidity purposes or for the benefit of unsecured
bond holders.  Bombardier's unrestricted cash balances are the
company's sole source of liquidity because the LOC facility is not
available on a revolving credit basis.  Free cash flow has been
solid, supporting the increase of roughly $400 million in BBD's
net cash balances during the fiscal third quarter.  Upon
completion of the expected debt reduction, cash balances would be
nearly $2.6 billion on a pro forma basis which Fitch considers to
be sufficient to support BBD's liquidity requirements.


BURGER KING: Moody's Affirms Ba2 Rating with Stable Outlook
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
of Burger King Corporation.  Moody's also affirmed the company's
Ba2 rating assigned to Burger Kings's $250 million senior secured
term loan A, $1.1 billion senior secured term loan B, and
$150 million senior secured revolving credit facility.  In
addition, Moody's changed the outlook for Burger King to stable
from negative.

The Ba2 corporate family rating reflects Burger King's strong
brand recognition, the meaningful scale and geographic diversity
of system-wide restaurants, as well as improved operating
performance and good liquidity.  However, the rating also
incorporates Burger Kings relatively weak credit metrics for the
current rating category and somewhat aggressive growth plans that
are driven largely by franchisees.  The ratings also incorporate
the intense competitive environment within the U.S. restaurant
industry, increasing margin pressures related to historically high
commodity costs and wages, and a more financially challenged
consumer.

The stable outlook reflects Moody's expectation that a continued
improvement in operating performance, driven by positive traffic
and average check, should further strengthen debt protection
metrics and liquidity.  The outlook also expects that management
will exercise a prudent treasury policy with shareholder based
initiatives supported by excess free cash flow and not by non-
operating cash flows, asset sale proceeds, or additional debt.

Burger King Corporation, with headquarters in Miami, Florida,
operates 1,298 and franchises 10,001 Burger King hamburger quick
service restaurants in 69 countries and U.S. territories.  For the
twelve months ended September 30, 2007, Burger King reported
revenues and operating income of about $2.3 billion and
$305 million respectively.


CALUMET LUBRICANTS: S&P Rates $510 Mil. Credit Facilities at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the $510 million credit facilities of Calumet
Lubricants Co. L.P. (no corporate credit rating), a subsidiary of
Calumet Specialty Products Partners L.P. (B/Positive/--), based on
preliminary terms and conditions.  The 'BB-' senior secured rating
and recovery rating of '1' indicate expectation of very high (90%-
100%) recovery of principal in the event of a payment default.
     
The facilities consist of a $385 million term loan, a $75 million
delayed-draw term loan, and a $50 million prefunded LOC facility.  
The company's planned $375 million asset-based revolving credit
facility has not been rated.
           
Calumet Specialty Products will use the proposed loans to finance
its pending $267 million acquisition of Penreco and to repay
outstanding debt on Calumet Lubricants' existing credit facility.  
The Penreco acquisition is expected to close during the fourth
quarter of 2007.
     
The corporate credit rating on Calumet Specialty Products is 'B',
reflecting the Indianapolis, Indiana-based company's position as a
small, independent petroleum refiner structured as a master
limited partnership, hedges on about 60% of fuel production
through 2010, more-stable specialty product margins, moderate debt
leverage for the current rating, and modest asset diversity
provided by its three refineries and the pending acquisition of
Penreco.

Ratings List

Calumet Specialty Products Partners L.P.

Corporate Credit Rating                 B/Positive/--

New Rating

Calumet Lubricants Co. L.P.

Senior Secured                          BB-
  Recovery Rating                        1


CARBIZ INC:  Illinois Unit Begins Sales and Collections Operations
------------------------------------------------------------------
CarBiz Inc. disclosed that its Illinois locations have begun full
operation of sales and collections.  

CarBiz will operate six car stores across Illinois in East Peoria,
Moline, Loves Park, Rockford, Pekin and Dekalb.  The five
remaining states are Iowa, Illinois, Indiana, Nebraska and
Oklahoma.

This marks the third state to receive their dealer license in
three weeks after the company made similar statements in Ohio and
Kentucky.

CarBiz CEO Carl Ritter expects the remaining facilities to be
operational very soon.  "We are excited about the opportunity as
our plan is starting to take shape," he said.

Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF.OB)
-- http://www.carbiz.com/-- provides software, training and  
consulting solutions to the United States automotive industry.  
CarBiz's suite of business solutions includes dealer software
products focused on the "buy-here pay-here", sub-prime finance and
automotive accounting markets.  CarBiz also operates "buy-here
pay-here" dealerships in Florida through its CarBiz Auto Credit
division that are wholly owned or joint venture companies.

                       Going Concern Doubt

Christopher, Smith, Leonard, Bristow & Stanell P.A., in Sarasota,
Florida, expressed substantial doubt about Carbiz Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Jan. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficiency.

At July 31, 2007, the company's balance sheet showed total assets
of $1.8 million and total liabilities of $8.2 million, resulting
to a total shareholders' deficit of $6.4 million.


CD 2007-CD5: Fitch Assigns 'B-' Rating on $2.617 Million Certs.
---------------------------------------------------------------
Fitch has rated CD 2007-CD5, commercial mortgage pass-through
certificates as:

  -- $42,300,000 class A-1 'AAA';
  -- $88,500,000 Class A-2 'AAA';
  -- $39,400,000 Class A-3 'AAA';
  -- $52,000,000 Class A-AB 'AAA';
  -- $958,880,000 Class A-4 'AAA';
  -- $284,848,000 Class A-1A 'AAA';
  -- $2,039,879,000 Class XP (notional amount and interest
     only)'AAA';
  -- $168,726,000 Class AM 'AAA';
  -- $40,693,000 Class A-MA 'AAA';
  -- $111,780,000 Class AJ 'AAA';
  -- $26,959,000 Class A-JA 'AAA';
  -- $2,094,183,816 Class XS (notional amount and interest
     only)'AAA';
  -- $20,942,000 Class B 'AA+';
  -- $20,942,000 Class C 'AA';
  -- $20,942,000 Class D 'AA-';
  -- $18,324,000 Class E 'A+';
  -- $18,324,000 Class F 'A';
  -- $20,942,000 Class G 'A-';
  -- $23,559,000 Class H 'BBB+';
  -- $23,560,000 Class J 'BBB';
  -- $20,942,000 Class K 'BBB-';
  -- $26,177,000 Class L 'BB+';
  -- $7,853,000 Class M 'BB';
  -- $5,236,000 Class N 'BB-';
  -- $5,235,000 Class O 'B+';
  -- $5,236,000 Class P 'B';
  -- $2,617,000 Class Q 'B-'.

The $39,266,816 class S is not rated by Fitch

Classes A-1, A-2, A-3, A-AB, A-4, A-1A, XP, AM, A-MA, AJ, A-JA, B
and C are offered publicly, while classes XS, D, E, F, G, H, J, K,
L, M, N, O, P, Q and S are privately placed pursuant to rule 144A
of the Securities Act of 1933.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 161 fixed rate loans having an aggregate principal
balance of approximately $2,094,183,817, as of the cutoff date.


CDC MORTGAGE: Moody's Cuts Certificate Ratings on Eight Deals
-------------------------------------------------------------
Moody's Investors Service has downgraded certain certificates from
eight deals issued by CDC Mortgage Capital Trust in 2001, 2002 and
2003.  The actions are based on the analysis of credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

All eight transactions are backed by first and second-lien fixed
and adjustable subprime mortgage loans and have pool factors lower
than 13%.  The release of subordination due to stepdown and
continuous losses have left all deals with thin credit enhancement
level and made them more vulnerable to pool deterioration in the
tail ends of the deals' lives.

Moody's expects that all transactions will continue to see
deteriorating performance due to the high pipelines.  As of
October 2007, severely delinquent loans (defined as loans over 60
days delinquent, in bankruptcy, foreclosure and REO) were 49.91%,
31.88%, 40.43%, 27.93%, 20.26%, 29.99%, 28.83%, and 23.07%
respectively of CDC Mortgage Capital Trust series 2001-HE1, 2002-
HE1, 2002-HE2, 2002-HE3, 2003-HE1, 2003-HE2, 2003-HE3, and 2003-
HE4.

The complete rating actions are:

Issuer: CDC Mortgage Capital Trust

Downgrade:

  -- Series 2001-HE1, Class M-2, downgraded to Ba2 from A2;
  -- Series 2001-HE1, Class B, downgraded to C from Caa2;
  -- Series 2002-HE1, Class M, downgraded to Baa3 from A2;
  -- Series 2002-HE1, Class B, downgraded to C from Caa1;
  -- Series 2002-HE2, Class M-1, downgraded to A3 from Aa2;
  -- Series 2002-HE2, Class M-2, downgraded to Ba3 from A2;
  -- Series 2002-HE2, Class B-1, downgraded to Ca from B2;
  -- Series 2002-HE3, Class M-1, downgraded to A1 from Aa2;
  -- Series 2002-HE3, Class M-2, downgraded to Ba3 from Baa2;
  -- Series 2002-HE3, Class B-1, downgraded to C from Ca;
  -- Series 2003-HE1, Class M-1, downgraded to A1 from Aa2;
  -- Series 2003-HE1, Class M-2, downgraded to Baa2 from A2;
  -- Series 2003-HE1, Class M-3, downgraded to Ba2 from A3;
  -- Series 2003-HE1, Class B-1, downgraded to C from Caa1;
  -- Series 2003-HE2, Class M-1, downgraded to A3 from Aa2;
  -- Series 2003-HE2, Class M-2, downgraded to Ba3 from A2;
  -- Series 2003-HE2, Class M-3, downgraded to B2 from A3;
  -- Series 2003-HE2, Class B-1, downgraded to Caa1 from Baa1
  -- Series 2003-HE2, Class B-2, downgraded to Ca from Ba1;
  -- Series 2003-HE2, Class B-3, downgraded to C from B1;
  -- Series 2003-HE3, Class M-1, downgraded to A3 from Aa2;
  -- Series 2003-HE3, Class M-2, downgraded to Ba3 from A2;
  -- Series 2003-HE3, Class M-3, downgraded to B1 from A3;
  -- Series 2003-HE3, Class B-1, downgraded to B2 from Baa3;
  -- Series 2003-HE3, Class B-2, downgraded to Caa1 from B1;
  -- Series 2003-HE3, Class B-3, downgraded to C from Ca;
  -- Series 2003-HE4, Class M-1, downgraded to A1 from Aa2;
  -- Series 2003-HE4, Class M-2, downgraded to Baa2 from A2;
  -- Series 2003-HE4, Class M-3, downgraded to Ba1 from A3;
  -- Series 2003-HE4, Class B-1, downgraded to B3 from Baa1;
  -- Series 2003-HE4, Class B-2, downgraded to Caa1 from Ba2;
  -- Series 2003-HE4, Class B-3, downgraded to C from B1.


CDW CORPORATION: $7.55 Bil. Refinancing Cues Moody's B3 Rating
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to CDW
Corporation (corporate family rating of B3 and speculative grade
liquidity rating of SGL-2) with a stable outlook.  The ratings
reflect the approximate $7.55 billion refinancing of CDW's buyout
by private equity sponsors, Madison Dearborn Partners, LLC and
Providence Equity Partners Inc., in a highly leveraged transaction
that closed on Oct. 12, 2007.  CDW is a direct marketer and value-
added provider of information technology and related services.  
Net proceeds from a $2.2 billion senior secured term loan and
$800 million senior secured ABL revolver ($500 million drawn at
refinancing) together with $1.19 billion senior notes
($890 million cash pay plus $300 million PIK toggle) and
$750 million senior subordinated notes will be used to refinance
the transaction, as well as a $2.3 billion cash equity investment
from the equity sponsors.  The assigned ratings are subject to
review of final documentation and no material change in the terms
and conditions of the transaction as advised to Moody's.

These first time ratings/assessments were assigned:

  -- Corporate Family Rating -- B3
  -- Probability of Default Rating -- B3
  -- $2,200 Million Senior Secured Term Loan due 2014 -- B2
     (LGD-3, 38%)
  -- $ 890 Million Senior Unsecured Notes due 2015 -- Caa1
     (LGD-4, 63%)
  -- $300 Million Senior Unsecured PIK Toggle Notes due 2015 --
     Caa1 (LGD-4, 63%)
  -- $750 Million Senior Subordinated Notes due 2017 -- Caa2
     (LGD-6, 93%)
  -- Speculative Grade Liquidity Rating -- SGL-2

CDW's B3 corporate family rating reflects the company's aggressive
use of debt to finance the LBO at a purchase price multiple of
12.4x EBITDA (twelve months ended Sept. 30, 2007) at a time when
the current business cycle is entering its late stage.  CDW's high
financial leverage of 8.4x debt to EBITDA (Moody's adjusted), weak
credit protection measures (pro forma EBITDA interest coverage of
1.3x) as well as liberal financial covenants following the
recapitalization are negative factors weighing heavily on the
rating.  These concerns are further magnified by modest operating
margins near 6% (though higher than CDW's distributor peers),
which have contracted in recent years, despite gross margin
improvement, because of increased expense associated with the
build-out of CDW's sales force and investment in other highly
trained specialists to support an ongoing focus on solutions,
which Moody's expects will continue.  As a result of the variable
nature of the company's sales compensation structure, Moody's
believes operating margin expansion is constrained, which limits
improvement in interest coverage and constrains the rating at the
B3 level.

Additional factors captured in the CFR include CDW's: (i)
significant vendor concentration, with HP accounting for 26% of
2006 net sales, and 30% of 2006 purchases sourced from Tech Data
and Ingram Micro, its two largest distributors; (ii) exposure to
commercial end markets, which could experience a pullback if the
U.S. economy exhibits further weakness; (iii) single-digit organic
corporate sector growth; (iv) CDW's lack of exposure to large
international markets experiencing high growth rates; (v)
potential further acquisition spending that could pause de-
leveraging; and (vi) exposure to the cyclical IT hardware,
software and services market.

At the same time, the B3 rating also considers CDW's position as a
leading direct marketer of IT solutions with a history of market
share gains; the company's visible revenue base given its success
in accurately analyzing customer buying patterns and responding to
changing client needs; and its diversified customer base across
market verticals with strong double-digit public sector sales
growth.  The rating also reflects prospects for continued market
share gains given the company's scale, broad product offering
relative to smaller VARs and potential migration of business to
CDW as vendors consolidate channel partners and CDW improves
penetration into customer accounts following the corporate sales
force realignment.  In addition, the rating recognizes the
potential for continued gross margin expansion through up-sell
opportunities of value-added customized configurations and complex
technology solutions into the existing client base; a track record
of consistent operating profitability; and historic earnings
stability and positive free cash flow generation even during
industry downturns and recessionary episodes.

With $4.6 billion gross debt, CDW is expected to be moderately
free cash flow positive over the near term.  As such, Moody's does
not expect the company to substantially repay debt over the next
12 months.  The stable rating outlook reflects the potential for
modest improvement in financial leverage and interest coverage
metrics; and expectations for the continuation of stable
vendor/customer relationships and operating margin stability.

The SGL-2 speculative grade liquidity rating recognizes the
company's good liquidity provided by its partially drawn secured
revolving credit facility, modest free cash flow generation, cash
balance under $100 million and lack of near-term debt maturities
following the LBO recapitalization.

CDW Corporation, headquartered in Vernon Hills, Illinois, is one
of the largest providers of multi-branded information technology
products and value-added services in the U.S. and Canada.  
Revenues and EBITDA for the twelve months ended September 30, 2007
were $7.8 billion and $559 million (Moody's adjusted),
respectively.


CENTRAL GARDEN: Weak Performance Cues Moody's Ratings Downgrades
----------------------------------------------------------------
Moody's Investors Service lowered Central Garden & Pet Company's
corporate family and probability of default ratings to B2 from B1.  
Moody's also lowered the rating on the company's senior
subordinated notes to Caa1 from B3 and the rating on its secured
credit facilities to B1 from Ba3.  The downgrade reflects the
company's weak operating performance for the quarter and fiscal
year-ended Sept. 29, 2007 that has resulted in elevated borrowing
levels and deteriorated credit metrics.  Debt/EBITDA increased to
4.8 times for fiscal 2007 (including Moody's standard analytical
adjustments) from 3.8 times the same period last year.  The
downgrade also considers significant ongoing business challenges
that will pressure fiscal 2008 operating performance, including
continued volatility in grain prices, elevated garden inventory
levels, and soft demand in the aquatics category.  The company has
indicated that the quarter ended December 2007 will be much weaker
than the same period last year.  As such, Moody's has concerns
over the company's ability to comply with the financial covenants
governing its credit facilities (the company already amended its
financial covenants twice in fiscal 2007).  Central's weakened
operating performance also heightens Moody's concern over the
company's reduction in financial cushion to absorb further
commodity volatility or adverse weather conditions which impact
its markets.  The rating outlook was revised to negative from
stable.

These ratings were lowered:

  -- Corporate family rating to B2 from B1;
  -- Probability of default rating to B2 from B1;
  -- $150 million senior subordinated notes due 2013 to Caa1
     (LGD5, 88%) from B3 (LGD5, 88%);
  -- $350 million senior secured revolving credit facility due
     2011 to B1 (LGD3, 39%) from Ba3 (LGD3, 39%);
  -- $300 million senior secured term loan due 2012 to B1
     (LGD3, 39%) from Ba3 (LGD3, 39%).

Central's B2 corporate family rating recognizes the company's
weakened financial profile, its moderately high leverage, the
susceptibility of its earnings and cash flow to regional weather
conditions, exposure to volatile grain costs, the highly seasonal
nature of the business, and continued acquisition risk as it seeks
to expand its portfolio of proprietary brands.  The rating also
incorporates the challenges posed by the company's powerful retail
customers and the significant competition inherent in the highly
fragmented lawn & garden and pet supplies industries.  The rating
is supported by Central's diversified portfolio of branded
products with leading positions in niche markets, the relative
attractiveness of its end-markets, and its favorable competitive
position as a player of scale in highly fragmented industries.  
The rating also recognizes Central's long-standing relationships
with key retailers, only moderate customer concentration, the good
performance of the pet segment, and its historical success at
organically growing branded product sales.

The negative outlook reflects Moody's concern over continued
covenant compliance and uncertainty over the timing and strength
of a potential recovery in Central's earnings and cash flows given
ongoing business challenges.

Central Garden & Pet Company, located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments.  Sales were $1.7 billion for
the twelve months ended September 29, 2007.


CHESAPEAKE SHORES: U.S. Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the District of Delaware to convert the
Chapter 11 case of Chesapeake Shores Development Inc. into a
Chapter 7 liquidation proceeding, or in the alternative, dismiss
the Debtor's bankruptcy case.

The U.S. Trustee presents to the Court three reasons for
converting or dismissing the Debtor's single-asset real estate
case:

   1) The Debtor is unable to pay administrative expenses as it
      has no cash or source of income.  It intends to sell its
      only asset and thus does not intend to "rehabilitate" its
      business, thus constituting a continuing loss to the estate.

   2) The Debtor has failed to maintain property liability
      insurance coverage, which subjects the estate to potential
      liability for any injuries that occur on the property, and
      constitutes cause for conversion or dismissal under Section
      1112(b) of the U.S. Bankruptcy Code.

   3) The Trustee alleges that the main purpose of the Debtor's
      filing was to stay the trial of a state court action, remove
      it to federal court and seek to transfer venue to this
      Court.

The U.S. Trustee elaborates that Robert and Geraldine Guyon sought
to liquidate their claim arising out of a lawsuit against the
Debtor in June 2005.  The state court action, which seeks a
$2.1 million judgment for causes of action for fraud and
misrepresentation of the Debtor's president, was scheduled to go
to trial on Sept. 26, 2007, but was stayed by the Debtor's filing
for bankruptcy.

The U.S. Trustee contends that the action by a party taking
advantage of the automatic stay and the ability to remove and
transfer litigation to federal court suggest that the Debtor's
bankruptcy filing was not in good faith.

The U.S. Trustee adds that administrative expenses including real
estate taxes and attorney's fees have not been paid and there is
no cash or operating income from which they can be paid.

                     About Chesapeake Shores

Washington-based Chesapeake Shores Development, Inc. filed for
Chapter 11 bankruptcy protection on Sept. 19, 2007 (Bankr. D. Del.
Case No. 07-11354).  Brett D. Fallon, Esq., at Morris James,
L.L.P., represents the Debtor in its restructuring efforts.  The
Debtor chose Todd E. Duffy, Esq., at Duffy & Atkins LLP, as its
co-counsel.  No Official Committee of Unsecured Creditors has been
appointed in this case to date.  When the Debtor filed for
bankruptcy, it listed assets and liabilities between $1 million
and  $100 million.


CHEYENNE ENERGY: Inks Forbearance Agreement with its Lender
-----------------------------------------------------------
Cheyenne Energy Inc. has entered into a forbearance agreement with
its lender.  The lender has agreed to forbear from exercising
certain or all of its rights and remedies available  while a new
forbearance agreement is put in place.  This new agreement is
expected to expire on Jan. 31, 2008, and will still be finalized.

In the past, the company had breached its requirement to maintain
a working capital of 1:1 ratio.  At that time, it had received a
waiver from the Lender with respect to this breach.  This waiver
has not been granted since March 31, 2007, quarter end.  The
forbearance agreement had originally expired on
Oct. 31, 2007.  

Under the terms of the Forbearance Agreement, the company
acknowledged that:

   -- it had defaulted on its working capital ratio;

   -- it had failed to reduce its operating loan availability
      on a monthly basis;

   -- the amount of the company's advances exceed the amount of
      the company's lending base as determined by the Lender;
      and

   -- there has been a material adverse change in the financial
      condition of the company due to some registration of
      liens on its well at location 14-14-097-20W5.

The Forbearance Agreement provides that the company will fully
cooperate with the lender in connection with any efforts to sell
or market the current assets.

This Forbearance Agreement will allow the company to continue its
operations while both the company and its lender explore strategic
alternatives.  

The company has also cancelled the flow-through share private
placement, disclosed on Aug. 20, 2007, and amended on Oct. 9,
2007, due to unfavorable market conditions and internal
restructuring efforts.  Further statements on financings will be
made when the company has determined its next steps.

                    Restructuring Specialist

At this time, a restructuring specialist along with CB Securities
Inc. have been hired to assist in determining alternative
strategies to deal with the company's lender and creditors.  Until
these issues have been resolved, there will be no further activity
in the Hawk area of northern Alberta.

                    About Cheyenne Energy Inc.

Headquartered in Calgary, Alberta, Cheyenne Energy Inc. (CVE:CHY)
-- http://www.cheyenneenergy.com/-- is a public energy company  
engaged in the exploration for and development and production of
crude oil and natural gas in western Canada.


CHRYSLER LLC: Likely to Lose $1 Billion in 2007, Sales Exec Says
----------------------------------------------------------------
Steve Landry, Chrysler LLC's executive vice president of North
American sales, revealed that the company expects to lose
$1 billion this year in costs, according to Andrea MacDonald of
The Daily News.

Mr. Landry, the paper reports, told marketing and business
students of Saint Mary's University in Halifax, Nova Scotia, that
Chrysler's 2007 revenue is expected at $64 billion and costs at
around $65 billion.

The Daily News relates that Mr. Landry recounted Chrysler's
business aim to recover costs next year and to yield a huge profit
in 2009 and 2010, slashing about 8 models from its lineup.  Mr.
Landry adds that Chrysler has plans to launch a Chrysler Aspen-
Dodge Durango hybrid to entice environment-concerned customers.

The top sales executive came to the Halifax university to donate
$100,000 for two yearly scholarships from Chrysler Canada,
according to The Daily News.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management  
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  The
outlook is negative.


CITIGROUP MORTGAGE: Fitch Holds 'B' Ratings on Nine Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these Citigroup Mortgage
Loan Trust Issue:

Series 2003-1 Pool S
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2003-1 Pool W
  -- Class W-A affirmed at 'AAA';
  -- Class W-B1 affirmed at 'AA';
  -- Class W-B2 affirmed at 'A';
  -- Class W-B3 affirmed at 'BBB';
  -- Class W-B4 affirmed at 'BB';
  -- Class W-B5 affirmed at 'B'.

Series 2003-UST1
  -- 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'.

Series 2004-1
  -- Class A affirmed at 'AAA'.

Series 2004-2
  -- Class A affirmed at 'AAA'.

Series 2004-HYB1
  -- 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'.

Series 2004-HYB4 Pool H
  -- Class H-A affirmed at 'AAA'.

Series 2004-HYB4 Pool W
  -- Class W-A affirmed at 'AAA';
  -- Class 3-B1 affirmed at 'AA';
  -- Class 3-B2 affirmed at 'A';
  -- Class 3-B3 affirmed at 'BBB';
  -- Class 3-B4 affirmed at 'BB';
  -- Class 3-B5 affirmed at 'B'.

Series 2004-NCM1
  -- 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'.

Series 2004-UST1
  -- 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'.

Series 2005-10 Group 2
  -- Class II-A affirmed at 'AAA';
  -- Class II-B1 affirmed at 'AA';
  -- Class II-B2 affirmed at 'A';
  -- Class II-B3 affirmed at 'BBB';
  -- Class II-B4 affirmed at 'BB';
  -- Class II-B5 affirmed at 'B'.

Series 2005-11
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- 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 mortgage loans consist of fixed rate- and adjustable-rate
fixed-rate mortgages extended to prime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the October distribution date, the
transactions are 20 to 47 months seasoned and the pool factors
range from 16% (2003-1 Pool W) to 81% (2005-11).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$2.455 billion of outstanding certificates.


CLASSICSTAR LLC: Wants Henry Watz to Provide Litigation Services
----------------------------------------------------------------
ClassicStar LLC seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Kentucky to expand the scope of Henry Watz
Gardner Sellars & Gardner PLLC's engagement to include litigation
services.

James W. Gardner, Esq., an attorney at Henry Watz, relates that in
mid-2006, a dozen lawsuits were filed against the Debtor that
arose from the Debtor's mare lease breeding program.  In October
2007, the U.S. District Court for the Eastern District of Kentucky
advised the Debtor that six or more actions pending against it
will be heard under In Re ClassicStar Mare Lease Litigation, Civil
Action No. 5:04-cv-353.

Mr. Gardner explains that Henry Watz's scope of representation did
not specifically include litigation or arbitration.  Mr. Gardner
says that it is in the best interest of the Debtor to have Henry
Watz represent the Debtor in this litigation proceeding.

As reported in the Troubled Company Reporter on Oct. 8, 2007, the
firm's professionals charge these rates for their services:

   Professionals             Designation        Hourly Rates
   -------------             -----------        ------------
   James W. Garner, Esq.        Member               $295
   Kara Read Marino, Esq.      Associate             $225
   Genia Denisio           Paraprofessional          $100
   Brenda Bowen            Paraprofessional          $100

   Desgination               Hourly Rates
   -----------               ------------
   Member                      $250-$295
   Associates                  $125-$225
   Paraprofessionals            $80-$120

James W. Gardner, Esq., a member of the firm, assured the Court
that the firm does not hold any interest adverse to the Debtor's
estate and is a "disinterested person"ťas that term is defined in
Section 101(14) of the U.S. Bankruptcy Code.

Mr. Gardner can be reached at:

   James W. Gardner, Esq.
   Henry Watz Gardner Sellars & Gardner PLLC
   401 West Main Street, Suite 314
   Lexington, KY 40507
   Tel: (859) 253-1320
   Fax: (859) 255-8316
   http://www.hwgsg.com/

                      About ClassicStar LLC

Based in Lexington, Kentucky, ClassicStar LLC operates as
a thoroughbred horse breeder.  The company also leases horses and
rents out the productive system of select thoroughbred mares.  The
company files for Chapter 11 protetcion on Sept. 14, 2007 (Bankr.
E.D. Ky. Case No. 07-51786).  James W. Gardner, Esq., at Henry
Watz Gardner Sellars & Gardner PLLC, represents the Debtor in its
restructuring efforts.  U.S. Trustee for Region 8 has appointed an
Official Committee of Unsecured Creditors in this case.  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $1 million to $100 million.


CMF TRUSS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CMF Truss, Inc.
        13521 Ponce De Leon Boulevard
        Brooksville, FL 34601

Bankruptcy Case No.: 07-11652

Type of Business: The Debtor and manufactures roof and
                  floor trusses.

Chapter 11 Petition Date: November 29, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Total Assets:    $76,296

Total Debts:  $1,288,139

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Florida Department of Revenue      Taxes                 $380,000
6709 Ridge Point, Suite 300
Port Richey, FL 34668

Associated Hardwoods               Purchases             $286,000
650 North Main Street
Granite Falls, NC 28630

Interstate Wholesale Lumber        Supplier              $137,000
297 Nelms Road
Fayetteville, GA 30215

Robert Beadling                                           $68,379

Edgewater Lumber                   Lumber Supplier        $65,238

Premium Finance Collections Dept.  Liability Insurance    $46,518

General Electric Benitez & Assoc.  Balance on             $33,589
                                   Repossessed Equipment

Southeast Wood Products            Supplier               $31,403

Ikon Financial Services            Returned Equipment     $20,000

Duval Premium Budget               Insurance Finance      $19,080

Thomas Owens                       Unpaid Rent            $18,109

Savannah Lumber Co.                Supplier               $15,999

Hertz Equipment Rental Corp.       Lawsuit                $10,960

Hess Fleet Services                Fuel                   $10,776

Coast to Coast                     Supplier                $9,810

National Fire & Marine Insurance   Liability Insurance     $7,757

Bluelinx Corp.                     Supplier                $7,679

Forest Sales Corp.                 Lumber Supplier         $7,506

Ford Motor Credit Co.              Deficiency Balance      $6,751

Sunrise Wood Products              Supplier                $6,714


CONSECO INC: Implements LTCG's Systems and Operational Solution
---------------------------------------------------------------
Conseco Inc. has agreed to implement a systems and operational
solution provided by Long Term Care Group Inc. for certain
back-office functions of the long term care business in its Other
Business in Run-off segment.  Conseco disclosed that it was
considering this solution.  

Under the agreement:

   -- LTCG will assume responsibility for the customer call
      center and the processing of continuing claims and other
      transactions for the 170,000 long term care policies in
      the Other Business in Run-off segment.  The parties
      expect that LTCG will migrate all claims to its systems
      by early 2009, and all policy administration to its
      systems by 2010.  Conseco employees currently performing
      these functions will become employees of LTCG.
   
   -- For these policies, Conseco will retain responsibility
      for initial claim decisions, claim appeals, and financial
      reporting, and the Conseco employees currently performing
      these functions will remain with the company.
    
   -- Conseco will retain all the affected policies on its
      books, and will also retain responsibility for all
      processing functions related to the long term care
      policies issued by its Bankers Life and Casualty
      subsidiary.
    
"This is an important step in improving the performance of the
long term care business in the Other Business in Run-off segment,"  
Jim Prieur, Conseco CEO, said.  "By expanding our relationship
with LTCG to further leverage LTCG's systems and service
expertise, we will better manage this business and better serve
our customers."

"Conseco's management team is totally committed to providing
excellent service and proper claims handling to their valued
policyholders," Peter Goldstein, LTCG president, said.  "We are
proud to have been chosen to help achieve that goal and look
forward to a long term relationship."

"Our company will benefit from the addition of the Conseco Carmel
staff," Bruce Baude, LTCG CEO said.  "They are a group of highly
motivated and dedicated individuals who are passionate about their
jobs.  We are pleased to welcome them into our organization."

                  About Long Term Care Group

Headquartered in Eden Prairie, Minnesota, Long Term Care Group
Inc. is a long term care administrator, providing services to over
30 long term care insurers including eight of the top 10.  The
company offers comprehensive policy administration including
application processing, premium billing, customer service and
claims and care management.  In addition, LTCG has a consulting
practice specializing in product development, risk management,
compliance and actuarial services.  Under its Nation's CareLink
brand, LTCG provides a  range of both telephonic and face-to-face
assessments utilizing its nationwide network of nurses.  With
almost 1,000 employees and over 1 million policies under
management, LTCG has operational centers in the Twin Cities,
Nashville and Orlando.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
https://www.conseco.com/ -- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.  
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Moody's Investors Service changed the outlook on the ratings of
Conseco Inc. and its insurance subsidiaries to negative from
stable.  The rating agency also affirmed Conseco's senior bank
facility at Ba3.

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
and senior debt ratings on Conseco Inc. to 'B+' from 'BB-'.  The
outlook remains negative.  At the same time, Standard & Poor's
lowered its counterparty credit and financial strength ratings on
Conseco Senior Health Insurance Co. to 'CCC-' from 'CCC'.  Its
outlook also remains negative.


CONSTELLATION BRANDS: Fitch Rates $500 Million Senior Note at BB-
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to this note registered
by Constellation Brands, Inc. to fund the purchase price of Beam
Wine Estates, Inc, a subsidiary of Fortune Brands, Inc:

  -- $500 million 8.375% senior unsecured note due Dec. 15,
     2014.

The Rating Outlook is Negative.

The rating reflects STZ's leading market share in most of the
major wine markets around the globe and a diversified alcoholic
beverage portfolio.  The rating also considers STZ's willingness
to operate at higher leverage levels and its appetite for
acquisitions.  The company's leverage has increased due to
successive debt-financed acquisitions and stock repurchases.  
Required debt repayment over the next five years is expected to be
well beyond STZ's cash-generating capabilities.  It is noted that
the company currently maintains adequate liquidity and access to
the capital markets as shown by this financing.


CREDIT SUISSE: S&P Cuts Rating on $5 Mil. Certs. to BB from BBB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Credit
Suisse International's reference notes that reference Park Place
Securities Inc.'s $5 million asset-backed pass-through
certificates series 2004-MCW1 class M9 to 'BB' from 'BBB'.
     
The rating action reflects the Nov. 26, 2007, lowering of the
rating on the referenced obligations, Park Place Securities Inc.'s
class M9 asset-backed pass-through certificates from series 2004-
MCW1.
     
The Credit Suisse International reference notes are credit-linked
notes.  The rating on these credit-linked notes is based on the
lower of (i) the rating assigned to the referenced obligations,
the class M9 asset-backed pass-through certificates from Park
Place Securities Inc.'s series 2004-MCW1; or (ii) the rating on
Credit Suisse International ('AA-/A-1+').


DAVID OWEN: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: David H. Owen
             Martha Sturtz Owen
             17872 Fieldbrook Cr W
             Boca Raton, FL 33496

Bankruptcy Case No.: 07-20505

Chapter 11 Petition Date: November 29, 2007

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G Hyman, Jr.

Debtor's Counsel: Kenneth S Rappaport, Esq.
                  Rappaport & Rappaport, PL
                  1300 N Federal Hwy #203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200
                  Fax: (561) 338-0350
                  http://wwww.kennethrappaportlawoffice.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's 10 Largest Unsecured Creditors:

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

611, Ltd.                          lawsuit            $1,000,000
c/o Stephen Rakusin, Esq.          
1 E Broward Blvd #444
Fort Lauderdale, FL 33301-1827

Buckingham Doolittle &          attorney's Fees         $348,000
Burroughs Contingent
P.O. Box 810155
Boca Raton, FL 33481

Atlantic Health Dev Corp           lawsuit               Unknown

Daniel Goebel                      lawsuit               Unknown

Densel L. Raines, Liq Trustee      lawsuit               Unknown

Kenneth and Roberta Lee            lawsuit               Unknown

Kenneth Lee MD and as Trustee      lawsuit               Unknown

Robert Lee                         lawsuit               Unknown

Stephen Rakusin Esq/Rakusin    attorney's fees           Unknown


DLJ COMMERCIAL: S&P Junks Rating on Class B-8 Certitificates
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from DLJ
Commercial Mortgage Trust 2000-CF1.  Concurrently, S&P lowered its
rating on class B-8 to 'CCC' from 'B-'.  Lastly, S&P affirmed its
ratings on the remaining classes from this transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The upgrades of several pooled certificates reflect the defeasance
of $369 million (49%) of the pool's collateral since issuance.
     
The downgrade of class B-8 reflects credit support erosion
following the liquidation of several specially serviced assets.  
The default of one or more poorly performing loans in the pool
will likely result in interest shortfalls as well as principal
losses to this class.
     
As of the Nov. 13, 2007, remittance report, the collateral pool
consisted of 111 loans with an aggregate trust balance of $760.7
million, compared with 128 loans with a $886.2 million balance at
issuance.  The master servicer, Midland Loan Services Inc.,
reported financial information for 98% of the pool, excluding
defeased loans.  All of the servicer-reported information was
full-year 2006 data.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.48x, up
from 1.32x at issuance.  All of the loans in the pool are current,
and there are no loans with the special servicer.  To date, the
trust has experienced 10 losses totaling $15 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $243 million (32%) and a weighted average
DSC of 1.61x, compared with 1.40x at issuance.  Three of the top
10 loans appear on the master servicer's watchlist and are
discussed below.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans, and all of the collateral was characterized as
"good."
     
Credit characteristics for the third-largest loan, 777 Third
Avenue, remain consistent with those of a high-investment-grade
obligation.  This loan is secured by the fee interests of a
40-story, 573,753-sq.-ft. class A office building in Midtown
Manhattan.  The property, built in 1988, is the headquarters for
Grey Advertising, which occupies 75% of the building on a
lease expiring in December 2009.  Occupancy as of June 30, 2007,
was 100%, and the year-end 2006 DSC was 2.58x.
     
Midland reported a watchlist of 23 loans with an aggregate
outstanding balance of $122.6 million (16%), which includes the
second-, fifth- and 10th-largest loans.  The second-largest loan,
77 Water Street ($39 million, 5%), is secured by a 547,330-sq.-ft.
office building in lower Manhattan.  The loan appears on the
watchlist due to low physical occupancy (23% as of June 30, 2007).  
The entire building is leased to Goldman Sachs, with a lease
expiration of March 2021.  Goldman Sachs never fully moved into
the building but subleased six of the 26 floors.
     
The-fifth largest loan, One Congress Center ($23 million, 3%), is
secured by a 479,948-sq.-ft. office building in downtown Chicago.  
It is on the watchlist due to occupancy of 63% as of September
2007 and a DSC of 0.00x as of year-end 2006.  Robert Morris
College, the largest tenant occupying 60% of the building,
indicated its intention to lease an additional 29,348 sq. ft. of
the space.  The borrower is contemplating repositioning the asset
and converting the first floor office space into retail space.  
     
The 10th-largest loan, University Avenue Park ($9 million, 1%), is
secured by a 174,119-sq.-ft. suburban office building in Westwood,
Massachussetts.  The DSC dropped to 0.18x as of year-end 2006
because a large tenant (62% of net rentable area) vacated after
its lease expired.  According to the June 30,
2007, rent roll, the vacant space has been leased to Millennium
Graphic, which occupies units 1-3 (165,000 sq. ft.; 91%). The
overall occupancy is now 99%.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised, affirmed, and
lowered ratings.
    

                        Ratings Raised
   

             DLJ Commercial Mortgage Trust 2000-CF1
          Commercial mortgage pass-through certificates

                      Rating
                      ------
            Class   To      From     Credit enhancement
            -----   --      ----      ----------------
            A-4     AAA     AA+            14.89%
            B-1     AA-     A+             10.81%
            B-2     A       A-              9.36%

                         Rating Lowered

             DLJ Commercial Mortgage Trust 2000-CF1
          Commercial mortgage pass-through certificates

                     Rating
                     ------
           Class   To      From     Credit enhancement
           -----   --      -----     -----------------
           B-8     CCC     B-              0.62%
    
                        Ratings Affirmed
    
            DLJ Commercial Mortgage Trust 2000-CF1
         Commercial mortgage pass-through certificates
   
               Class   Rating   Credit enhancement
               -----   ------    ----------------
               A-1B    AAA            27.42%
               A-2     AAA            21.59%
               A-3     AAA            16.64%
               B-3     BBB-            5.28%
               B-4     BB+             4.11%
               B-5     BB              3.82%
               B-6     BB-             2.95%
               B-7     B+              1.78%
               S       AAA              N/A
   

                    N/A - Not applicable.


DUKE FUNDING: Fitch Junks Ratings on Ten Note Classes
-----------------------------------------------------
Fitch has downgraded these classes of notes from Duke Funding High
Grade II-S / EGAM I, LTD.:

  --  $120,000,000 class A2 notes to 'CCC' from 'BBB-';
  --  $60,000,000 class B1 notes to 'CC' from 'BB';
  --  $78,000,000 class B2 notes to 'CC' from 'BB-';
  --  $48,000,000 class C notes to 'CC' from 'B';
  --  $21,000,000 class D notes to 'CC' from 'CCC';

Series 2:
  --  $50,000,000 class A2 notes to 'CCC' from 'BBB-';
  --  $25,000,000 class B1 notes to 'CC' from 'BB';
  --  $32,500,000 class B2 notes to 'CC' from 'BB-';
  --  $20,000,000 class C notes to 'CC' from 'B';
  --  $8,750,000 class D notes to 'CC' from 'CCC'.

All notes remain on Rating Watch Negative.

The ratings of the class A2, B-1, and B-2 notes reflect the
likelihood that investors will receive periodic interest payments
through the redemption date as well as their respective stated
principal balances.  The ratings of class C and D notes only
reflect the likelihood that investors will ultimately receive
their interest and principal balances upon the legal final
maturity date.

Duke Funding is a collateralized debt obligation that closed
March 15, 2006 and is managed by Ellington Global Asset
Management, LLC, a majority owned subsidiary of Ellington
Management Group, LLC.  The proceeds of the notes are used to
acquire a diversified portfolio of 'AAA' rated, primarily
floating-rate private-label prime, mid-prime, and sub-prime
residential mortgage-backed securities.  The portfolio is levered
using reverse repurchase agreements.  The credit quality of the
portfolio has remained stable, but the current actions are due to
significant declines in portfolio value in addition to declines
that were seen previously in the portfolio.


E*TRADE FINANCIAL: Appoints R. Jarrett Lilien as Acting CEO
-----------------------------------------------------------
E*Trade Financial Corporation has named R. Jarrett Lilien as named
acting chief executive officer of the company, effective
immediately, succeeding Mitchell H. Caplan, who has stepped down
from the position of CEO.  

Mr. Caplan will serve as an advisor to the company on transition
matters through the end of the year.  Mr. Lilien, who is also a
director of the company, was E*Trade's president and chief
operating officer, leading the retail business since 2003.  The
company will conduct an executive search for the CEO position,
which will include Mr. Lilien and external candidates.

The company also stated that Donald H. Layton, who has served as a
special advisor to the E*Trade board of directors, will become
chairman of the board, succeeding George A. Hayter who will remain
a director of the company.

Mr. Layton retired in 2004 after 29 years at JP Morgan Chase and
its predecessors, serving most recently as vice chairman, and as a
member of its three person office of the chairman and its
executive committee.

In addition to his position as acting CEO, Mr. Lilien will retain
his seat on the company's board of directors.  Mr. Lilien joined
E*Trade in August 1999.  Prior to his election as president and
COO in March 2003, Mr. Lilien served as chief brokerage officer
and president, E*TRADE Securities LLC.

Mr. Lilien has also served the company as managing director, Asia-
Pacific and Latin America.  He spent 10 years as chief executive
officer of TIR Holdings, which E*Trade acquired in August 1999.  
Prior to TIR, he held various positions at Paine Webber and
Autranet, a former division of Donaldson, Lufkin & Jenrette Inc.

"Jarrett is a proven leader who has demonstrated vision and
effectiveness in many positions throughout the company," said Mr.
Hayter.  "We are confident that he is the right person to lead
E*TRADE forward as we focus on our core retail business."

"We value the contributions that Mitch has made to E*TRADE over
the past seven years, and the board thanks him for his dedication
and service," Mr. Hayter continued.  "Mitch played a vital role in
reaching this agreement with Citadel, and his passion has helped
revolutionize the online financial services industry, positioning
E*TRADE as a leader in value, customer service and product
innovation."

"It has been an honor to work with E*Trade's employees, management
team, board and customers as we transformed the company,"  Mr.
Caplan said.  "I am proud of our accomplishments.  With the
transaction, I am pleased to pass on our company as a strong,
vibrant leader in financial services."

                     About E*Trade Financial

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

                          *     *     *

Moody's Investors Service lowered its rating outlook on E*Trade
Financial Corporation (Senior debt at Ba2) and its lead thrift
subsidiary, E*Trade Bank (LT deposits at Baa3) to stable from
positive.


E*TRADE FINANCIAL: Secures $2.5 Billion Financing from Citadel
--------------------------------------------------------------
E*Trade Financial Corporation disclosed an agreement that will
result in a cash infusion of $2.5 billion.  The transaction, led
by affiliates of Citadel Investment Group, includes immediate
funding of approximately $2.4 billion with the remaining $150
million expected to fund by Jan. 15, 2008.

The company relates that the investment fortifies its balance
sheet, allows the company to focus on its core retail business and
provides additional capital to manage credit risk.

"E*Trade's core business is strong," R. Jarrett Lilien, E*Trade's
acting chief executive officer, said.  "This transaction with
Citadel is not only a major vote of confidence from one of the
world's leading financial institutions but also allows us to
directly address customer concerns and get back to our real
business, which is providing industry leading products and
services to our customers."

"E*Trade's board of directors, in cooperation with our financial
advisors, conducted a thorough and robust review of strategic
alternatives,' Donald H. Layton, chairman of the board, said.  "As
part of this process, the company held discussions with potential
strategic and financial partners.  In the end, the board
unanimously concluded that the transaction with Citadel clearly
provides the greatest benefits to our shareholders and other
constituencies.  The company now has the financial strength to
aggressively compete in the marketplace."

"With its strong brand, solid business model and fortified balance
sheet, we believe E*Trade is well-positioned to execute on its
growth strategy for its core retail business," said Ken Griffin,
founder and CEO of Citadel Investment Group.  "We believe this
capital infusion will restore investor and customer confidence in
the company, and will allow the board and management to continue
to grow the business from a position of strength, creating value
for all shareholders."

This transaction removes the assets with the market risk from
E*Trade's consolidated balance sheet.  Effective Nov. 29, 2007,
E*Trade has divested itself of its $3 billion asset-backed
securities portfolio, including its ABS collateralized debt
obligations and second lien securities.

Under the terms of the Citadel transaction:

   -- E*Trade will receive $1.6 billion of capital in exchange
      for 12.5% senior unsecured notes and common stock.  This
      includes a contribution of capital by investment funds
      managed by BlackRock Inc.

   -- Citadel has acquired E*Trade's entire ABS portfolio,
      including CDOs, for $800 million in cash.

   -- Upon final closing, it is expected that Citadel will
      invest an additional $150 million in exchange for
      12.5% senior unsecured notes and common stock.

   -- The amount of common stock expected to be issued by
      E*Trade is approximately 19.99% of current outstanding
      common stock.

   -- Citadel will nominate one representative to E*Trade
      Financial's board of directors.

As a result of the sale of the ABS portfolio, E*TRADE will take a
charge of $2.2 billion.  The company also expects to take a
provision in the fourth quarter related to its portfolio of home
equity loans in excess of the quarter's expected losses that will
result in an ending allowance of over $400 million.

Evercore Partners Inc. and J.P. Morgan Securities Inc. served as
financial advisors to E*Trade.  Davis Polk & Wardwell served as
legal advisor to E*Trade.  Fried Frank Harris Shriver & Jacobson
LLP served as legal advisors to Citadel.

                     About E*Trade Financial

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

                          *     *     *

Moody's Investors Service lowered its rating outlook on E*Trade
Financial Corporation (Senior debt at Ba2) and its lead thrift
subsidiary, E*Trade Bank (LT deposits at Baa3) to stable from
positive.


E*TRADE FINANCIAL: S&P Retains 'B' Rating Under Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' rating on
E*TRADE Financial Corp. and its 'BB-' rating on E*TRADE Bank will
remain on CreditWatch with negative implications, where they were
placed on Nov. 13, 2007.
      
"E*TRADE's announcement of its transaction with Citadel Investment
Group does not provide a full resolution for long-term stability
to capital, liquidity, and franchise health," said Standard &
Poor's credit analyst Helene De Luca.  "E*TRADE is faced with
materially increased leverage, lower earnings prospects, client
asset attrition, and changes in its securities and loan
portfolios.  E*TRADE is also faced with servicing the increased
debt, where sources of holding company cash, including dividends
from the Bank, may be limited."
     
The cash infusion of $2.5 billion as a result of the transaction
does provide much needed support to E*TRADE and does allow its
management to refocus resources on its core retail customer
business.  However, S&P believe that this transaction is a
transitional step toward stabilizing the business.
     
The interim replacement of resigning CEO Mitchell H. Caplan by R.
Jarrett Lilien, who has been President and COO of E*TRADE since
2003, will help to mitigate disruption during the CEO search.  Mr.
Lilien has had an active role leading E*TRADE's core retail
customer business, which has been a strong point for E*TRADE.  
Donald H. Layton, who has served as special advisor to E*TRADE and
will become Chairman of the Board, is expected to provide
additional leadership support.   

S&P will continue to actively monitor E*TRADE and the Bank toward
resolution of the CreditWatch.  The company will remain on
CreditWatch with negative implications pending further details
from management on franchise health and valuations of the
securities and loan portfolios.  S&P will be monitoring whether
the net client asset outflows were just a spike or a systematic
weakening of the franchise.
     
The CreditWatch listing is also pending the position of the Office
of Thrift Superivision regarding its review of this transaction
and its view on dividends from E*TRADE Bank to support debt
service at the holding company, E*TRADE Financial Corp.  S&P
anticipate that the OTS will have completed its review of this
transaction by Jan. 15, 2008.


E3 BIOFUELS: Mead Plant Losses Prompt Bankruptcy Filing
-------------------------------------------------------
E3 BioFuels LLC and its holding company ceased operations at Mead
plant and sought bankruptcy protection in the U.S. Bankruptcy
Court for District of Kansas, Bill Hord of Omaha World-Herald
reports.  However, the plant closure was just temporary, the
report says, citing R. J. Wilson, company spokeman.

The Debtors' bankruptcy was prompted by mechanical errors and
financial losses at E3 Biofules-Mead LLC, the report relates.  

Mr. Wilson says that its "closed-loop" plant has high potential
and that the mechanical error was beyond their control, the report
says.

E3 BioFuels plans to file a suit against its building contractors,
the report adds, citing Mr. Wilson.

Shawnee, Kansas-based E3 BioFuels LLC --
http://www.e3biofuels.com/-- produces ethanol and is a subsidiary  
of Earth, Energy & Environment LLC.  It was founded by chief
executive officer Dennis Langley.  E3 BioFuels projects, including
the Genesis plant in Mead, Nebraska, are owned exclusively by E3
BioFuels-Mead LLC, an affiliate.  The Mead plant opened in June,
and was hailed as a model for improving the environment and for
fighting global warming.  It is the first plant to have a "closed-
loop" system, which uses manure from 28,000 head of cattle in a
nearby feedlot to make methane that fueled the plant.  Distillers
grain, a byproduct of ethanol production, was then fed to the
cattle.


EMANON PARTNERS: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Emanon Partners, L.L.C.
        12 Soldiers Place
        Buffalo, NY 14222

Bankruptcy Case No.: 07-04855

Type of Business: The Debtor is an investment group.

Chapter 11 Petition Date: November 29, 2007

Court: Western District of New York (Buffalo)

Debtor's Counsel: Arthur G. Baumeister, Jr., Esq.
                  Amigone, Sanchez, Mattrey & Marshall, L.L.P.
                  1300 Main Place Tower, 350 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 852-1300

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Peerless Insurance Co.         insurance             $7,012
62 Maple Avenue
Keene, NH 03431

Militello Realty, Inc.         commision for lease   $6,120
268 Main Street                extension
Buffalo New York, 14202

Industrial Power & Lighting    vendor                $2,856
Co.
701 Seneca Street
Buffalo New York 14210

National Grid                  utility bills         $1,135

Erie County Water Authority    utility bills         $1,098

National Grid                  utility bills         $550

Klemat Plumbing & Heating      plumbing work         $519

Gorenflo's Lock Co.            vendor                $321

Verizon                        utility bills         $126


GENERAL MOTORS: Still Open to Future Tie-Up with Proton Holdings
----------------------------------------------------------------
General Motors Corp. has not ruled out interest in a possible
tie-up with Proton Holdings Berhad despite the Malaysian firm's
intention to do it alone, Reuters reports, citing a senior
GM official.

The report recounts that GM and Volkswagen AG had both expressed
interest in an equity partnership with Proton.  Previous press
reports had stated that Proton and Volkswagen may reach a deal
before the end of the year.

However, as reported in the Troubled Company Reporter - Asia
Pacific on Nov. 21, 2007, Malaysia's state investment arm,
Khazanah Nasional Berhad, which controls Proton, shocked investors
when it announced that Proton discontinued negotiations with
Volkswagen.

The TCR-AP report noted that an improvement in Proton's domestic
sales and exports had led to its decision to halt negotiations
with Volkswagen.  Khazanah Nasional and the Malaysian
government have reportedly taken note of the recent positive
developments and they believe that Proton's management should be
allowed to continue with its plans to further strengthen the
company and turn it around.

Earlier media reports speculated that talks with GM had also been
shelved.

"Never say never.  But in the meantime, things have moved on,"
Reuters quotes Steve Carlisle, head of GM's Southeast Asian
operations, as telling reporters at the launch of a new Chevrolet
vehicle in Malaysia.  "Probably by the time we talk again, things
will have moved on some more," he added.

Mr. Carlisle further stated that GM "will need then to understand
what the. . . conditions are, what might be possible and what the
situation really is.  Then we will make a fresh
assessment at that point in time."

Reuters says that despite the government's decision, there is
speculation that it will look to a local partner to bolster
Proton.

Reuters notes that Proton's shares have lost a quarter of their
value, or about MYR703 million (US$209.6 million), since the
government announcement that the company would try to restore its
fortunes without outside help.  Proton's domestic market share,
the report adds, has been cut to more than 30% from around two-
thirds of the market in the 1990s.

                       About Proton Holdings

Headquartered in Selangor Darul Ehsan, Malaysia, Perusahaan
Otomobil Nasional Berhad or Proton Holdings Berhad --
http://www.protonedar.com.my/-- is engaged in manufacturing,   
assembling, trading and provision of engineering and other
services in respect of motor vehicles and related products.  Its
other activities include property development, trading of steel
and related products, engine and technologies research,
development of automotive related technologies, investment
holding, importation and distribution of motor vehicles,  
related spare parts and accessories, holds intellectual
property, provides engineering consultancy, operates single make
race series and carries out specific engineering contracts.  The
Group's operations are carried out in Malaysia, England,
Australia, Socialist Republic of Vietnam and the United States
of America.

                            About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.  

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GLIMCHER REALTY: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating assigned to Glimcher Realty Trust.  Additionally,
S&P affirmed all other Glimcher-related ratings, affecting
roughly $210 million in preferred stock.  The outlook is stable.
      
"The ratings acknowledge the company's relatively stable operating
performance and improving asset quality, as Glimcher recently
disposed of several underperforming assets and invested in the
redevelopment of existing mall properties," said credit analyst
Linda Phelps.  "These strengths are tempered by the company's
comparatively small portfolio, which has some asset concentration,
as well as Glimcher's more aggressive financial policies, which
include inadequate cash flow coverage of all dividend and
recurring capital expenditure obligations."
     
Standard & Poor's expects Glimcher's operating metrics to remain
relatively stable and to benefit from the recent disposition of
underperforming assets.  Near-term upward ratings momentum is
unlikely given the company's relatively weak financial metrics and
insufficient cash flow coverage of all obligations.  In addition,
more aggressive growth of the development pipeline or material
deterioration of coverage metrics would result in a negative
outlook revision.


GOLDEN STATE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Golden State Development submitted to the U.S. Bankruptcy Court
for the Eastern District of California their schedules of assets
and liabilities, disclosing:

   Name of Schedule            Assets      Liabilities
   ----------------          ----------    -----------
   A. Real Property          $4,314,500     $2,260,218
   B. Personal Property                              -
   C. Property Claimed as                            -
      Exempt
   D. Creditors Holding       3,750,000      2,260,218
      Secured Claims
   E. Creditors Holding                              -
      Unsecured Priority
      Claims
   F. Creditors Holding                        895,875
      Unsecured Non
      Priority Claims
                             ----------    -----------
      TOTAL                  $8,064,500     $3,156,093

The figures that appear above are the actual figures that the
Debtor posted in its summary of schedules filed on Nov. 7, 2007,
with the Court.

                  About Golden State Development

Headquartered in Roseville, California, Golden State Development
filed for Chapter 11 protection on Oct. 9, 2007 (Bankr. E.D.
Calif. Case No. 07-28343).  G. Dave Teja, Esq., in Yuba City,
California, represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.


GREEN TREE: S&P Assigns Default Rating on Class B-1 Sr. Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-1 senior/subordinated pass-through certificates from Green Tree
Financial Corp. Manufactured Housing Trust 1996-8 to 'D' from
'CCC-'.
     
The lowered rating reflects the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investment.  The transaction reported an
outstanding liquidation loss interest shortfall for its class B-1
certificates on the November 2007 payment date.
     
Standard & Poor's believes that interest shortfalls for this
transaction will continue to be prevalent in the future, given the
adverse performance trends displayed by the underlying pool of
collateral, as well as the location of subordinate class write-
down interest at the bottom of the transaction's payment
priorities.
     
As of the November 2007 payment date, series 1996-8 had
experienced cumulative net losses of 13.06% of its initial pool
balance.
     
Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


GULFMARK OFFSHORE: S&P Lifts Corp. Credit Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on marine services provider GulfMark Offshore Inc. to 'BB-'
from 'B+'.  At the same time, S&P raised the senior unsecured
rating on the company to 'B+' from 'B.'  The outlook is stable.  
As of Sept. 30, 2007, Houston, Texas-based GulfMark had about
$160 million of debt.
     
"The upgrade reflects GulfMark's improved credit measures and
favorable industry trends that should result in solid financial
performance as it expands its fleet," said Standard & Poor's
credit analyst Paul B. Harvey.  "We also considered GulfMark's
enhanced fleet quality and ability to readily deploy its vessels
in various international markets outside the North Sea."

The ratings on GulfMark are based on its position in the volatile
and cyclical marine services industry, its aggressive growth
strategy, and regional concentration, with 62% of its fleet based
in the North Sea region.
     
Ratings also incorporate GulfMark's improving fleet composition,
low debt leverage, and favorable near-term market conditions.  
Contracted EBITDA of around $105 million in 2008 also benefits the
ratings.  GulfMark has contracted to construct 12 new vessels for
roughly $250 million, to both modernize and grow its fleet.


HEARTLAND INC: Earns $70,452 in Third Quarter Ended Sept. 30, 2007
------------------------------------------------------------------
Heartland Inc. reported net income of $70,452 on sales of
$3,168,965 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $1,653,418 on sales of $2,619,088 for the same
period last year.

The increases in revenue were primarily a result of increased
building activity.

Total operating expenses were $3,224,103 for the three months
ended Sep. 30, 2007, compared to $4,304,253 for the same period in
2006.  The decrease in operating expenses was primarily the result
of a decrease in selling, general and administrative expenses.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$6,376,268 in total assets, $4,898,804 in total liabilities, and
$1,477,464 in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25e6

                       Going Concern Doubt

Meyler & Company LLC, in Middletown, N.J., expressed substantial
doubt about Heartland Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's negative working capital of
$505,516, accumulated deficit of $13,958,625, and existing
uncertain conditions which the company faces relative to its
obtaining capital in the equity markets.  

                       About Heartland Inc.

Headquartered in Cumberland Gap, Tenn., Heartland Inc. (OTC BB:
HTLJ.OB) -- http://www.heartlandholdingsinc.com/-- through its  
subsidiary, Mound Technologies Inc. of Springboro, is engaged in
steel fabrication.


HOLOGIC INC: Earns $95.6 Million in Fiscal Year Ended Sept. 29
--------------------------------------------------------------
Hologic Inc. reported net income of $95.6 million on revenues of
$738.4 million for the year ended Sept. 29, 2007, compared with
net income of $27.4 million on revenues of $462.7 million for the
year ended Sept. 30, 2006.

Product sales increased 62% to $628.8 million compared to
$388.1 million in fiscal 2006 primarily due to an increase in
revenues from mammography/breast care products, led by an increase
in the number of Selenia digital mammography systems sold, and to
a lesser extent, increased breast biopsy sales from Suros,
acquired in the fourth quarter of fiscal 2006.  

Service and other revenue increased 47% to $109.5 million in
fiscal 2007 compared to fiscal 2006.  This increase was primarily
due to an increase in service contract revenues of $30.7 million
from an increase in the number of service contracts sold and, to a
lesser extent, an increase of $3.1 million in training revenues in
the company's mammography/breast care segment.  

Research and development expenses increased 57% to $44.5 million
in fiscal 2007 compared to fiscal 2006.  The increase was
primarily due to $11.4 million of additional expenses as a result
of the AEG, R2 and Suros acquisitions.  

Selling and marketing expenses increased 52% to $84.8 million in
fiscal 2007 compared to fiscal 2006.  The dollar increase was
primarily due to increased selling and marketing costs related to
the acquisitions of AEG, R2 and Suros of $18.8 million.  

General and administrative expenses increased 48% to $62.9 million
in fiscal 2007 compared to fiscal 2006.  The increase was
primarily due to an increase of $13.4 million in compensation and
related benefits primarily due to an increase in personnel
including $10.7 million from the increased headcount as a result
of the acquisitions of AEG, R2 and Suros and an increase of
$1.4 million of stock-based compensation.  

The company recognized a net gain of $5.1 million for the sale of
Mammotest intellectual property to Siemens in fiscal 2006 for
$6.5 million.  This gain consisted of the $6.5 million proceeds
from the sale partially offset by the $1.4 million impairment
charge for the related intangible assets.

The company incurred charges for acquired in-process research and
development of $19.9 million in fiscal 2006.  The charges included
$4.2 million in connection with the acquisition of Fischer
Imaging's intellectual property relating to its digital
mammography product on Sept. 29, 2005, $600,000 in connection with
the acquisition of AEG on May 2, 2006, $10.2 million in connection
with the acquisition of R2 on July 13, 2006, and $4.9 million in
connection with the acquisition of Suros on July 27, 2006.  There
was no charge for acquired in-process research and development
related to the fiscal 2007 acquisition of BioLucent.

The company's effective tax rate for fiscal 2007 was 36.3% of pre-
tax earnings.  The effective tax rate for fiscal 2006 was 48.5% of
pre-tax earnings.  This represents the company's normalized rate
of approximately 38% increased for the in-process research and
development charges recorded during fiscal 2006 which are not
deductible for tax purposes.

                 Liquidity and Capital Resources

At Sept. 29, 2007, the company had approximately $220.6 million of
working capital.  At that date the company's cash and cash
equivalents totaled $100.4 million.   The company's cash and cash
equivalents balance increased $70.5 million during fiscal 2007
primarily due to cash provided by operating activities and cash
proceeds from the exercise of stock options partially offset by
cash used to repay amounts outstanding under the company's line of
credit, cash used for purchases of property and equipment, cash
used to pay the first year Suros earnout and cash to acquire
BioLucent.

On Sept. 18, 2007, the company completed the acquisition of
BioLucent Inc.  The purchase price for the acquisition was paid in
a combination of cash and in shares of the company's common stock.
In addition, a cash earn-out will be payable in up to two annual
installments not to exceed $15 million in the aggregate based on
BioLucent's achievement of certain revenue targets.

On Oct. 22, 2007, the company entered into a $2.55 billion senior
secured credit agreement with Goldman Sachs Credit Partners L.P.
and Banc of America Securities LLC, as Joint Lead Arrangers; Bank
of America N.A., as Syndication Agent; Goldman Sachs Credit
Partners L.P., as Administrative Agent and Collateral Agent; and
Citicorp North America Inc., JPMorgan Chase Bank N.A., RBS  
Citizens, National Association and Fifth Third Bank, as Co-
Documentation Agents.  As of the closing of the Cytyc merger, the
comany borrowed $2.35 billion under the credit facilities all of
which have variable interest rates.   

The company used the proceeds from the credit facilities to pay
the cash consideration of the Cytyc merger and commissions and
expenses the company incurred in connection with the company's  
merger with Cytyc and the Credit Agreement.  In addition, the
company may use the proceeds of the credit facilities, together
with the combined company's available cash, for the conversion of
Cytyc's remaining 2.25% Senior Convertible Notes due 2024, which
have not been converted into Cytyc common stock and which may be
delivered to the company for redemption or conversion.

At Sept. 29, 2007, the company's consolidated balance sheet showed
$1.07 billion in total assets, $260.6 million in total
liabilities, and $805.7 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 29, 2007, are available for
free at http://researcharchives.com/t/s?25e4

                       About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) -- http://www.hologic.com/-- is a diversified  
diagnostic and medical product and device company dedicated to
serving the healthcare needs of women.  In October 2007, the
company completed its business combination with Cytyc Corporation,
a company that develops, manufactures and markets a complementary
product line covering a range of cancer and women's health
applications, including cervical cancer screening, treatment of
excessive menstrual bleeding, and radiation treatment of early-
stage breast cancer.  

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Hologic Inc. with a stable outlook.


INDYMAC BANCORP: Moody's Cuts Issuer Rating to Ba2 from Ba1
-----------------------------------------------------------
Moody's downgraded Indymac Bank F.S.B.'s long-term deposit rating
to Ba1 from Baa3 and its short-term deposit rating to not prime
from P-3.  Indymac Bancorp, Inc.'s issuer rating was downgraded to
Ba2 from Ba1.  The thrift's D+ bank financial strength rating and
all other long term ratings remain under review for possible
downgrade.

Moody's said that the downgrade reflects the significant
deterioration in the quality of Indymac's loan portfolios and
continuing concerns regarding franchise impairment.  "The non-
performing level of Indymac's single family mortgage portfolio is
higher than peers and its home builder portfolio is under
significant stress," said Moody's Vice President Craig Emrick.  
"Higher provisioning, mortgage asset write-downs and a substantial
decline in loan sales volume resulted in the company recording a
significant loss Q307.  Moody's believe these three factors could
persist for multiple quarters resulting in additional losses for
the company," Mr. Emrick added.

Additionally, Moody's has concerns about franchise impairment at
Indymac.  The current market distribution has required Indymac to
shift its origination channel, product mix, and secondary
marketing strategies.  Indymac's ability to return to historic
profitability is unclear.

Moody's noted that the thrift has a strong liquidity position by
focusing its funding on deposits and Federal Home Loan Bank
advances.  Indymac's current short term wholesale funding is less
than its unutilized capacity at the FHLB.  Moody's does not see
any liquidity issues at the holding company.  Additionally, the
company currently has a strong capital position.

The review will focus on Indymac's likely continued asset quality
deterioration, and the related impact on profitability, in
relation to capital levels.  Additionally, Moody's will continue
to evaluate Indymac's franchise for impairment and monitor the
company's liquidity during the review period.

Downgrades:

Issuer: Indymac Bancorp. Inc.
  -- Issuer Rating, Downgraded to Ba2 from Ba1, Placed on
     Review for Possible Downgrade

Issuer: Indymac Bank, F.S.B.
  -- Issuer Rating, Downgraded to Ba1 from Baa3, Placed on
     Review for Possible Downgrade
  -- OSO Rating, Downgraded to NP from P-3
  -- Deposit Rating, Downgraded to NP from P-3
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba1 from
     Baa3, Placed on Review for Possible Downgrade
  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from
     Ba2, Placed on Review for Possible Downgrade
  -- Senior Unsecured Deposit Rating, Downgraded to Ba1 from
     Baa3, Placed on Review for Possible Downgrade

On Review for Possible Downgrade:

Issuer: Indymac Bank, F.S.B.
  -- Bank Financial Strenght Rating, Placed on Review for
     Possible Downgrade, currently D+

Indymac Bancorp, Inc. is a residential mortgage originator and
servicer located in Pasadena, California.  At Sept. 30, 2007
Indymac reported asset of $33.7 billion and shareholders' equity
of $1.9 billion.


INDYMAC BANK: Moody's Lowers Deposit Rating to Ba1 from Baa3
------------------------------------------------------------
Moody's downgraded Indymac Bank F.S.B.'s long-term deposit rating
to Ba1 from Baa3 and its short-term deposit rating to not prime
from P-3.  Indymac Bancorp, Inc.'s issuer rating was downgraded to
Ba2 from Ba1.  The thrift's D+ bank financial strength rating and
all other long term ratings remain under review for possible
downgrade.

Moody's said that the downgrade reflects the significant
deterioration in the quality of Indymac's loan portfolios and
continuing concerns regarding franchise impairment.  "The non-
performing level of Indymac's single family mortgage portfolio is
higher than peers and its home builder portfolio is under
significant stress," said Moody's Vice President Craig Emrick.  
"Higher provisioning, mortgage asset write-downs and a substantial
decline in loan sales volume resulted in the company recording a
significant loss Q307.  Moody's believe these three factors could
persist for multiple quarters resulting in additional losses for
the company," Mr. Emrick added.

Additionally, Moody's has concerns about franchise impairment at
Indymac.  The current market distribution has required Indymac to
shift its origination channel, product mix, and secondary
marketing strategies.  Indymac's ability to return to historic
profitability is unclear.

Moody's noted that the thrift has a strong liquidity position by
focusing its funding on deposits and Federal Home Loan Bank
advances.  Indymac's current short term wholesale funding is less
than its unutilized capacity at the FHLB.  Moody's does not see
any liquidity issues at the holding company.  Additionally, the
company currently has a strong capital position.

The review will focus on Indymac's likely continued asset quality
deterioration, and the related impact on profitability, in
relation to capital levels.  Additionally, Moody's will continue
to evaluate Indymac's franchise for impairment and monitor the
company's liquidity during the review period.

Downgrades:

Issuer: Indymac Bancorp. Inc.
  -- Issuer Rating, Downgraded to Ba2 from Ba1, Placed on
     Review for Possible Downgrade

Issuer: Indymac Bank, F.S.B.
  -- Issuer Rating, Downgraded to Ba1 from Baa3, Placed on
     Review for Possible Downgrade
  -- OSO Rating, Downgraded to NP from P-3
  -- Deposit Rating, Downgraded to NP from P-3
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba1 from
     Baa3, Placed on Review for Possible Downgrade
  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from
     Ba2, Placed on Review for Possible Downgrade
  -- Senior Unsecured Deposit Rating, Downgraded to Ba1 from
     Baa3, Placed on Review for Possible Downgrade

On Review for Possible Downgrade:

Issuer: Indymac Bank, F.S.B.
  -- Bank Financial Strenght Rating, Placed on Review for
     Possible Downgrade, currently D+

Indymac Bancorp, Inc. is a residential mortgage originator and
servicer located in Pasadena, California.  At Sept. 30, 2007
Indymac reported asset of $33.7 billion and shareholders' equity
of $1.9 billion.


J.CREW GROUP: Earns $26.8 Million in Third Quarter Ended Nov. 3
---------------------------------------------------------------
J.Crew Group Inc. disclosed Thursday last week financial results
for the third quarter and first nine months ended Nov. 3, 2007.

Net income was $26.8 million, compared to $26.0 million in the
third quarter of fiscal 2006.  The current year period reflects an
effective tax rate of 39.8% as compared to an effective tax rate
of 7.1% in the third quarter of fiscal 2006.
    
Adjusted net income for the third quarter of fiscal 2006 totaled
$17.2 million.  Adjusted net income for the fiscal 2006 third
quarter includes an $8.8 million adjustment to the provision for
income taxes to reflect the company's estimated future ongoing
effective tax rate of 38.6%.

Revenues increased 21% to $332.7 million.  Store sales increased
16% to $233.6 million, with comparable store sales increasing 8%.
Realigning last year's calendar weeks to be consistent with the
current year retail calendar weeks would result in a comparable
store sales increase of 5% in the third quarter of fiscal 2007.

Operating income increased 44% to $47.7 million, or 14.3% of
revenues, compared to $33.2 million, or 12.0% of revenues, in the
third quarter of fiscal 2006.
    
Millard Drexler, J.Crew's chairman and chief executive officer
stated: "We are pleased with our third quarter results, which
reflect the strength of both our Store and Direct businesses and
our ongoing commitment to great style, quality and design.  Our
focus continues to be on driving high quality earnings growth by
investing in the areas where we get superior returns -- improving
quality and design, differentiating our assortments and expanding
our Store and Direct businesses."

                    First Nine Months Results

Revenues increased 19% to $934.8 million.  Store sales increased
15% to $654.2 million, with comparable store sales increasing 8%.
Realigning last year's calendar weeks to be consistent with the
current year retail calendar weeks would result in a comparable
store sales increase of 6% in the first nine months of fiscal
2007.  Direct sales rose by 29% to $251.4 million in the first
nine months of fiscal 2007.

Operating income increased 46% to $129.2 million, or 13.8% of
revenues, compared to $88.3 million, or 11.2% of revenues, in the
first nine months of fiscal 2006.
   
Net income was $72.1 million, compared to $33.8 million in the
first nine months of fiscal 2006.
    
Adjusted net income for the first nine months of fiscal 2006
totaled $44.7 million.

                     Balance Sheet Highlights

Inventories at the end of the quarter were $210.8 million,
reflecting the impact of 29 net stores opened since the end of the
third quarter of fiscal 2006.  Additionally, the 53rd week in
fiscal 2006 causes each quarter in 2007 to begin and end one week
later, resulting in non-comparable point in time inventory
increases.  The impact of the calendar shift increased inventory
by approximately $15 million at the end of the quarter.
    
Long-term debt was reduced to $125 million, which reflects the
company's voluntary principal prepayments of $75 million and
$50 million made during the first nine months of fiscal 2007 and
the fourth quarter of fiscal 2006, respectively.

At Nov. 3, 2007, the company's consolidated balance sheet showed
$511.7 million in total assets, $401.3 million in total
liabilities, and $110.4 million in total shareholders' equity.

                        About J.Crew Group

Headquartered in New York City, J.Crew Group Inc. (NYSE: JCG) --  
http://www.jcrew.com/-- is a multi-channel retailer of women's  
and men's apparel, shoes and accessories.  As of Nov. 24, 2007,
the company operated 198 retail stores (including four crewcuts
and six Madewell stores), the J.Crew catalog business, jcrew.com,
and 61 factory outlet stores.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on J.Crew Group Inc. to 'BB-' from 'B+'.  At the same time,
S&P raised the rating on J.Crew Operating Corp.'s $285 million
senior secured term loan to 'BB' (one notch higher than the
corporate credit rating on the parent company) from 'BB-' and
affirmed the recovery rating of '2', indicating the expectation
for substantial (70% to 90%) recovery in the event of a payment
default.  The outlook is positive.  J.Crew Group is the parent
company of J. Crew Operating Corp.


JP MORGAN: Fitch Assigns 'B' Rating on $1.6MM Class B-5 Certs.
--------------------------------------------------------------
J.P. Morgan Mortgage Trust mortgage pass-through certificates,
series 2007-A6, are rated by Fitch Ratings as:

  --  $755.9 million classes 1-A-1 through 1-A-6, 2-A-1, 2-A-2,
      2-A-3, 3-A-1 through 3-A-23, 4-A-1, 4-A-2, 4-A-3, A-R,
      and P 'AAA';
  --  $11.4 million class B-1 'AA';
  --  $5.9 million class B-2 'A';
  --  $3.1 million class B-3 'BBB';
  --  $3.1 million class B-4 'BB';
  --  $1.6 million class B-5 'B'.

The 'AAA' rating on the senior classes reflects the 3.50% credit
enhancement provided by the 1.45 % class B-1, the 0.75% class B-2,
the 0.40% class B-3, the 0.40% non-offered class B-4, the 0.20%
non-offered class B-5, and the 0.30% non-offered and non-rated
class B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, and the strength of the legal and financial
structures.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  The
class 1-A-3, through 1-A-6, 3-A-1, and 3-A-6 through 3-A-23
certificates are exchangeable certificates.  The remainder of the
classes are regular certificates.

The trust consists of 1,146 mortgage loans with a total principal
balance of approximately $783,291,272.54. The mortgage loans
consist of adjustable rate, conventional, fully amortizing, first
lien residential mortgage loans, substantially all of which have
an original term to stated maturity of 30 years.  The weighted
average loan-to-value ratio at origination of the mortgage loans
is approximately 72.99%, and no mortgage loan had a loan-to-value
ratio at origination exceeding 100%.  The weighted average credit
score of the mortgage loans in the Aggregate Pool is expected to
be approximately 754.

U.S. Bank National Association will serve as master servicer. HSBC
Bank, USA (rated 'AA-/F1+' by Fitch) will serve as trustee.
JPMorgan Chase Bank, National Association ('RPS1'), PHH Mortgage
Corporation ('RPS1-'), and National City Mortgage Co.('RPS2+')
will act as servicers for approximately 39.85%, 28.92%, and
31.23%, respectively, of the mortgage loans.  No other servicer
will service more than 10% of the loans.  Approximately 28.92%,
31.23%, and 24.18% of the mortgage loans were originated or
acquired by PHH Mortgage Corporation, National City Mortgage and
Chase Home Finance LLC, respectively. J.P. Morgan Mortgage
Acquisition Corp. has previously acquired the mortgage loans from
the originators and sold them to J.P. Morgan Acceptance
Corporation I. J.P. Morgan Acceptance Corporation I, a special
purpose corporation, deposited the loans in the trust which issued
the certificates.   For federal income tax purposes, the trustee
will elect to treat all or portion of the assets of the trust
funds as comprising multiple real estate mortgage investment
conduits.


KEY ENERGY: Completes $425 Mil. Offering of 8.375% Senior Notes
---------------------------------------------------------------
Key Energy Services Inc. has closed its private placement of
$425 million in aggregate principal amount of 8.375% Senior Notes
due 2014.  The notes were priced at 100% of their face value to
yield 8.375%.

Interest is payable on June 1 and December 1 of each year,
beginning June 1, 2008.  The notes are fully and unconditionally
guaranteed by certain of the company's domestic subsidiaries.

The company intends to use the net proceeds of the private
placement to retire its outstanding $393 million Tranche C Term
Loans under its existing senior secured credit facility and for
general corporate purposes.

Headquartered in Houston, Texas, Key Energy Services Inc.
(NYSE:KEG) -- http://www.keyenergy.com/-- is an onshore, rig-
based well servicing contractor in the United States.  The company
provides a range of well services to oil companies and independent
oil and natural gas production companies, including rig-based well
maintenance, workover, well completion and recompletion services,
oilfield transportation services, cased-hole electric wireline
services and ancillary oilfield services, fishing and rental
services and pressure pumping services.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Moody's Investors Services assigned Key Energy Services a
corporate family rating of Ba3.  Simultaneously, per Moody's Loss
Given Default Methodology, KEG was assigned a Ba3 probability of
default rating and KEG's new $400 million of senior unsecured
notes were assigned a B1 (LGD 5; 71%) rating. Moody's also
assigned KEG a speculative grade liquidity rating of SGL-2.  The
outlook is stable.  KEG's previous ratings were withdrawn on
Nov. 17, 2005.


KL TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: KL Transport Inc.
        P.O. Box 33112
        Portland, OR 97292

Bankruptcy Case No.: 07-34813

Type of Business: The Debtor offers general freight
                  trucking services.

Chapter 11 Petition Date: November 27, 2007

Court: District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Michael D. O'Brien, Esq.
                  Oliveros & O'Brien, P.C.
                  9200 Southeast Sunnybrook Boulevard, Suite 150
                  Clackamas, OR 97015
                  Tel: (503) 786-3800

Total Assets:   $990,147

Total Debts:  $1,209,161

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
PetroCard Systems                  Trade Debt             $95,843
P.O. Box 34243
Seattle, WA 98124

Carson Oil Company                 Services Provided      $74,910
c/o  C. Thomas Davis
12220 Southwest First Street
Beaverton, OR 97005

Internal Revenue Service           Taxes                  $40,750
P.O. Box 21126
Philadelphia, PA 19114

Comdata Corporation                Trade Debt             $37,443

WF Business Direct                 Charge Card            $17,996

Les Schwab Tire Centers of         Trade Debt             $27,811
Oregon, Inc.                                             Secured:
                                                          $11,000
                                                       Unsecured:
                                                          $16,811

GE Equipment Services              Trade Debt             $10,088

Nevada Trans. Network              Services                $8,900
Self Insured Group

Dart Equipment Corp.               Trade Debt              $8,448

Oregon Employment Department       Governmental Fees       $7,880

Oregon Department of Revenue       Taxes                   $7,800

Trailer Fleet International        Trade Debt              $7,758

McDonald Carano Wilson LLP         Services                $7,398

James Richardson CPA, P.C.         Services                $5,930

Oregon Dept. of Transportation     Governmental Fees       $3,476

Capital One                        Charge Card             $3,400

Citibank (South Dakota) N.A.       Charge Card             $2,561

ACE Recovery                       Services                $1,895

Dell Commercial Credit             Trade Debt              $1,865

Irwin Commercial Finance Corp.     Trade Debt             $88,509
                                                         Secured:
                                                          $88,000
                                                       Unsecured:
                                                             $509


L TERSIGNI: Hearing on Unfiled Documents Set for December 11
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
gave L. Tersigni Consulting CPA, P.C. another chance to
show that there is justification to extend time for the filing
of missing documents until a hearing set for Dec. 11, 2007, at
10:00 a.m.

The hearing was originally scheduled on Nov. 26, 2007.

On Nov. 15, 2007, the Honorable Alan H.W. Shiff notified the
Debtor that its bankruptcy case may be dismissed because of
the Debtor's failure to file all required documents during its
bankruptcy filing.

The documents required by the Court are:

   -- Matrix
   -- Schedules A-J
   -- Statement of Financial Affairs
   -- Summary of Schedules
   -- Statistical Summary of Schedules
   -- B21 Form
   -- Exhibit A
   -- Disclosure of Compensation for Attorney

Judge Shiff also noted that the Debtor may not be entitled to
bankruptcy protection because it filed its bankruptcy petition
without a:

   * certificate from an approved nonprofit credit
     counseling agency; or
  
   * statement that describes urgent and justifiable
     circumstances for its failure to file that certificate; or

   * request for a determination by the court that it is unable
     to complete the credit counseling requirements because of
     incapacity, disability, or active mility duty in a combat
     zone.

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.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.


L TERSIGNI: Submits Schedules of Assets and Liabilities
-------------------------------------------------------
L. Tersigni Consulting CPA, P.C. submitted to the United States
Bankruptcy Court for the District of Connecticut, Bridgeport
Division, its schedules of assets and liabilities disclosing:

   Name of Schedule            Assets      Liabilities
   ----------------          ----------    -----------
   A. Real Property                   -
   B. Personal Property      $2,229,659
   C. Property Claimed as                            -
      Exempt
   D. Creditors Holding                              -
      Secured Claims
   E. Creditors Holding                         $4,662
      Unsecured Priority
      Claims
   F. Creditors Holding                        241,602
      Unsecured Non
      Priority Claims
                             ----------    -----------
      TOTAL                  $2,229,659       $246,564

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.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.


L TERSIGNI: Delaware Court OKs Examiner Appointment to Probe Case
-----------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware has authorized the United States Trustee for
Region 3 to appoint an examiner to investigate the conduct of L.
Tersigni Consulting, P.C., in the asbestos cases of W.R. Grace &
Co., Federal Mogul Corporation, and G-I Holdings, Inc.

Tersigni was engaged by the asbestos creditors committees to
provide accounting and business advisory services related to the
Chapter 11 cases of USG Corp., W.R. Grace & Co., ACandS, Inc.,
Federal Mogul Global, Inc., The Flintkote Co. W.D. Pa., Global
Industrial Technologies, Inc., North American Refractories Co.,
Pittsburgh Corning Corp., Burns & Roe Enterprises, Inc.,
Congoleum Corp., G-I Holdings, Inc., Quigley Co., Inc., Armstrong
World Industries, Inc., Combustion Engineering, Inc., Owens
Corning, Kaiser Aluminum, Inc., Mid-Valley, Inc., and Babcock &
Wilcox Co.

Upon preliminary investigation, the U.S. Trustee has suspected
that Tersigni engaged in improper billing practices.  In August
2007, the U.S. Trustee called for the appointment of an examiner
to conduct a probe on the firm.

At a hearing on Nov. 13, 2007, in the Pittsburgh Corning
case, Joseph Sisca, Esq., representing the office of the U.S.
Trustee, advised the Court of several concerns raised by certain
parties-in-interest regarding the allocation of costs of the
examiner.

That same day, Tersigni filed for Chapter 11 bankruptcy
protection before the U.S. Bankruptcy Court for the District of
Connecticut, Bridgeport Division.  The firm filed a plan of
liquidation on November 19.

The Asbestos Committee in the Federal Mogul cases has urged the
Court to direct the U.S. Trustee to nominate the same person
in any Chapter 11 case seeking an examiner for the review of
Tersigni's conduct.

Judge Fitzgerald directed the U.S. Trustee and the Examiner to
meet and confer with the asbestos companies and other interested
parties to discuss the scope of the Examiner's work and the
appropriate allocation of its costs and fees and of any
professional the Examiner may hire.

Judge Fitzgerald further directed the Examiner to cooperate fully
with any governmental agencies, provided that the Examiner's
cooperation will not be deemed a "public disclosure" and that
nothing in the Court order will prejudice any party-in-interest's
right to protect documents, information or privileges.  

The U.S. Trustee is required to consult with the parties-in-
interest to determine the appropriate candidate for the Examiner
position and refer back to the Bankruptcy Court for approval.

Judge Fitzgerald will hear any development made by the parties-
in-interest on the matter on December 11, 2007.  The parties-in-
interest and the U.S. Trustee, without the Court's involvement,
held weekly conference calls on November 19 and 26, and will hold
conference calls on December 3 and 10.

                      Bankruptcy After Death

The Chapter 11 Petition was filed by Nancy A. Tersigni, executrix
of the estates of Loreto Tersigni, the sole equity security
holder of the firm.  Mr. Tersigni died in May 2007.

The firm stated in its Chapter 11 Petition that significant
claims have threatened its operations after Mr. Tersigni's death.

The firm's Liquidation Plan provides for the liquidation to cash
of all of Tersigni's property, including Tersigni's rights under
Chapter 5 of the Bankruptcy Code, and the distribution of those
proceeds in accordance with the scheme of absolute priority under
the Bankruptcy Code.  

Chapter 5 addresses, among other things, the estate's rights
regarding preferences, fraudulent conveyances, postpetition
transfers and limitations of the estate's avoidance powers.

Under the Tersigni Plan, recovery for general unsecured claims is
unknown.  Unsecured claim holders can recover up to 100%, only a
fraction, or no distribution of their allowed claims.

Marc Stuart Goldberg, Esq., at M. Stuart Goldberg, LLC, in New
York, serves as the firm's lead bankruptcy counsel.  Carol A.
Felicitta, Esq., at Reid and Siege, P.C., in New Haven,
Connecticut, serves as the firm's Connecticut counsel.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--   
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.  Lewis
Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes, Esq.,
represent the Official Committee of Unsecured Creditors.  Elihu
Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin &
Drysdale, Chartered, represent the Official Committee of Asbestos
Personal Injury Claimants.  Martin J. Bienenstock, Esq., Judy G.
Z. Liu, Esq., Ralph I. Miller, Esq., and David A. Hickerson, Esq.,
at Weil Gotshal & Manges LLP represent the Statutory Committee of
Equity Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.
(USG Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                         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.


LAKE MARTIN: Stoneview Balks at Dow Husky as Special Counsel
------------------------------------------------------------
Stoneview Summit Development Inc., a creditor in the bankruptcy
case of Lake Martin Partners LLC, asks the U.S. Bankruptcy Court
for the Middle District of Alabama to deny the Debtor's motion to
employ Dow T. Huskey, Esq., as its special co-counsel.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Lake Martin asked the Court for permission to retain the law
office of Rufus R. Smith, Jr., & Associates and Mr. Huskey as its
special counsels.

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

Stoneview says it does not object on the Debtor's retention of Mr.
Smith and even acknowledges that an alternative counsel may be
utilized by the Debtor.  Hence, an investigation or litigation
will not be eliminated.  However, Stoneview argues that Mr.
Husky's representation should be prohibited.

Stoneview contends that Mr. Husky has a direct conflict of
interest with respect to the proposed litigation and, hence, is
barred to pursue the representation under the terms of Section
327.  Stoneview reminds the Court that Mr. Husky had acknowledged
prior and current representation of the principals of the Debtor,
all of whom are believed to be guarantors of the Debtor's debt to
Empire Financial Services Inc., debtor-in-possession lender, and
possibly other creditors.

According to Stoneview, it will seek both damages and
indemnification against the individuals that Mr. Huskey
acknowledged he represents.  These individuals, Stoneview adds,
are responsible for the demise of a real estate development
project and will be subject of separate claims in litigation
against Stoneview.

Further, Stoneview says that Mr. Huskey will likely be a witness
in the litigation since he negotiated with Stoneview to use
Sycamore to complete the development project and upon which
Stoneview transferred its development funtion.  However, Stoneview
recalls, Sycamore caused demise in the project.

It appears, according to Stoneview, that the individuals
represented by Mr. Huskey also may have liability to the estate or
its creditors under the Alabama Condominium Act for failure of the
Debtor to escrow sales deposits.  Hence, the nature and extent of
this liability may be the very subject of the identified
litigation for which Mr. Huskey seeks to be employed.

Moreover, Stoneview relates that prior to the bankruptcy, and
thereafter, Mr. Huskey has continued to negotiate not only with
Empire but also with Stoneview with respect to potential
replacement financing, land purchase or sale endeavors and related
efforts to eliminate his individual clients from exposure to
Empire while, simultaneously, failing to address concerns of
related trade creditors or other creditors of the estate.  To that
extent, Stoneview says, there appears a conflict of interest and
as such, Mr. Huskey should be prohibited from the contemplated
representation.

Lee R. Benton, Esq., at Benton & Centeno LLP represents Stoneview.

                        About Lake Martin

Dothan, Alabama-based Lake Martin Partners LLC owns an 18 acre
condominium development project on Lake Martin in Tallapoosa
County, Alabama.  The Debtor filed for chapter 11 bankruptcy on
Oct. 19, 2007 (Bankr. M.D. Ala. Case No. 07-11470).  Cameron A.
Metcalf, Esq., Collier H. Espy, Jr., Esq., and Jonathan Kaz Espy,
Esq., at Espy, Metcalf & Espy PC represent the Debtor in its
restructuring efforts.  The Debtor's schedules disclosed total
assets of $14,140,003 and total liabilities of $27,836,721.


LAKE MARTIN: Court Approves McDaniel & Associates as Accountant
---------------------------------------------------------------
Lake Martin Partners LLC obtained permission from the U.S.
Bankruptcy Court for the Middle District of Alabama to employ
McDaniel & Associates PC as its public accountant.

McDaniel will:

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

   b. help in the preparation of the general ledger accounts and
      books;

   c. offer tax advice;

   d. prepare all income tax returns;

   e. assist in the preparation of monthly operating reports and
      quarterly fee statements.

The Debtor proposed to pay McDaniel at its current hourly rate of
$200 for partners.

To the best of the Debtor's knowledge, McDaniel is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as required by Section 327(a) of the Code;
and does not hold or represent an interest adverse to the Debtor's
estate.

The firm can be reached at:

             Bill Flowers
             McDaniel & Associates PC
             101 Executive Park
             P.O. Box 6356
             Dothan, AL 36302
             Tel: (334) 792-2153
             Fax: (334) 793-1216

                        About Lake Martin

Dothan, Alabama-based Lake Martin Partners LLC owns an 18 acre
condominium development project on Lake Martin in Tallapoosa
County, Alabama.  The Debtor filed for chapter 11 bankruptcy on
Oct. 19, 2007 (Bankr. M.D. Ala. Case No. 07-11470).  Cameron A.
Metcalf, Esq., Collier H. Espy, Jr., Esq., and Jonathan Kaz Espy,
Esq., at Espy, Metcalf & Espy PC represent the Debtor in its
restructuring efforts.  The Debtor's schedules disclosed total
assets of $14,140,003 and total liabilities of $27,836,721.


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

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

Additionally, Fitch affirms these classes:

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

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

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

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

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

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

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

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


LEVITZ FURNITURE: Committee Wants Case Converted to Chapter 7
-------------------------------------------------------------
Jay R. Indyke, Esq., at Cooley Godward Kronish LLP, proposed
counsel for the Official Committee of Unsecured Creditors asks the
U.S. Bankruptcy Court for the Southern District of New York to
convert the bankruptcy case of PVLTZ Inc., fka Levitz Furniture
Inc., to chapter 7 liquidation.

Mr. Indyke tells Judge Gerber that conversion is warranted in the
Debtor's case because it is "suffering substantial or continuing
losses to or diminution of the estate" and there is "absence of a
reasonable likelihood of rehabilitation."

Mr. Indyke contends that the Debtor has no intention to
reorganize or rehabilitate.  "Rather, the Bid Procedures Motion
contemplates the liquidation sale of substantially all of the
Debtor's assets at lightning speed," he says.

The Debtor's bankruptcy case is the third in 10 years, and the
odds of surviving after "a three-peat are slim," Mr. Indyke
points out.

According to Mr. Indyke, the Debtor is unable to effectuate a
plan of reorganization, let alone propose a plan that will
provide a distribution to general unsecured creditors, for the
simple reason that the Debtor has proposed to sell substantially
all of its assets for an amount unlikely to exceed the
outstanding indebtedness of its prepetition lenders -- General
Electrical Capital Corporation and YA Global Investments, LP --
and costs and expenses of preserving and disposing of the
Prepetition Collateral while using cash collateral to effectuate
that sale for which the Debtor proposes to encumber all remaining
unencumbered assets.

In addition, Mr. Indyke explains, the Debtor will be unable to
effectuate a plan of liquidation because the Debtor cannot
confirm that it will even have sufficient funds to pay
administrative claims and priority unsecured claims.

The Debtor and GECC are abusing the Chapter 11 process by
proposing to liquidate the Prepetition Collateral solely for the
benefit of its Prepetition Lenders while draining the proceeds of
previously unencumbered assets, Mr. Indyke tells Judge Gerber.

A Chapter 7 trustee, Mr. Indyke informs the Court:

   * could investigate, among other things, the nature and extent
     of the liens asserted by Yorkville and GECC without being
     subject to a lightning fast sale process implemented at the
     behest of the Prepetition Lenders;

   * could analyze the validity and extent of the alleged liens
     of GECC; and

   * could determine the extent of the Debtor's assets, evaluate
     potential avoidance actions, investigate the validity of any
     other liens, and confirm the existence of other assets
     currently unknown to the Creditors Committee.          

Accordingly, a Chapter 7 trustee is better suited to administer
the estate for the benefit of all creditors, he says.

For these reasons, the Creditors Committee asks the Court to
convert the Debtor's Chapter 11 proceedings to Chapter 7.

The Court will convene a hearing to consider the Committee's
request on Dec. 3, 2007.

                     About Levitz Furniture

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

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

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

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

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.  The Debtors' exclusive period to
file a chapter 11 plan expires on March 7, 2008.  (Levitz
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: AICCO Wants Stay Lifted to Cancel Policies
------------------------------------------------------------
AICCO Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York to lift an automatic stay so that it may
cancel the insurance policies funded by the finance premium
agreements it had with PLVTZ Inc., dba Levitz Furniture Inc.

In addition, AICCO wants the Court to declare that it has a
validly perfected security interest in certain collateral; declare
that service of its request is deemed notice of intent to cancel
the insurance policies, if necessary; and declare that it may
exercise all its remedies under the premium finance agreements,
including recovery of attorney's fees.

AICCO says that an expedited hearing to consider its request is
needed so that it may not be reduced to an undersecured creditor
on or about Dec. 13,2007.

According to AICCO, its security is declining at a rate of $6,512
a day and no adequate protection has been provided.

                   Premium Finance Pacts with AICCO

Before the Petition Date, the Debtor executed two premium finance
agreements, listing certain insurance policies that continue to
provide the Debtor with certain insurance coverages.

Pursuant to these agreements, AICCO financed a $1,999,403
premium due under the policies.  The Debtor agreed to pay AICCO
in monthly installments in consideration for the premium
financing.

The agreements also provide that the Debtor grants AICCO a
security interest in the policies, among others.

Pursuant to applicable law, AICCO asserts that it holds a
perfected security interest in the policies, including unearned
premiums and dividends which may become payable under the
policies.

The agreements further provide that the Debtor appoints AICCO its
"Attorney in Fact" and if there is a default, AICCO has the right
to cancel the policies, apply the resulting premium refunds to the
amount due under the agreements, and recover attorneys' fees as a
result of the default; and if AICCO hires an attorney, who is not
a salaried employee to collect any money, the borrower will pay
the attorney's fees and other collection costs.

Consequently, the Debtor failed to make two scheduled payments --
one payment pursuant to each of the agreements -- for $233,121,
due on Nov. 1, 2007.

AICCO served a notice of intent to cancel the Policies on
Nov. 7, 2007.

As of the banrkuptcy filing, the value of AICCO's security
interest
was $970,656 and the outstanding balance on each account was
$743,664.

                     About Levitz Furniture

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

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

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

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

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.  The Debtors' exclusive period to
file a chapter 11 plan expires on March 7, 2008.  (Levitz
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LJA DANBURY: Case Summary & Seven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: LJA Danbury, LLC
        20 East 46th Street
        15th Floor
        New York, NY 10017

Bankruptcy Case No.: 07-11782

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                      Case No.
      ------                      --------
      LJA Newark, LLC             07-11784
      LJA Management, LLC         07-11783

Type of Business: The Debtors operate a chain of hotels & motels.

Chapter 11 Petition Date: November 28, 2007

Court: District of Delaware (Delaware)

Debtors' Counsel: Anthony M. Saccullo, Esq.
                  Daniel K. Astin, Esq.
                  Fox Rothschild LLP
                  919 North Market Street, Suite 1300
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 622-4212
                  Fax: (302) 656-8920

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' consolidated list of its 12 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
TD Banknorth                             $30,000,000
P.O. Box 9540
Portland, ME 04112-9540

FHC Danbury LLC                              Unknown
c/o Kenneth Nachbar, Esq.
Morris, Nichols, Arsht & Tunnell LLP
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347

FHC Newark LLC                               Unknown
c/o Kenneth Nachbar, Esq.
Morris, Nichols, Arsht & Tunnell LLP
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347

KF (Danbury), LLC                            Unknown

KF Newark, LLC                               Unknown

LJA Newark, LLC                              Unknown

LJA (Danbury), LLC                           Unknown

LJA Management, LLC                          Unknown

Jenna Lane Klein                             Unknown

Lesa Payton Klein                            Unknown

Leslie Klein                                 Unknown

Annie Chandler Klein                         Unknown


MEDIANEWS GROUP: High Leverage Cues Moody's to Cut Rating to B1
---------------------------------------------------------------
Moody's Investors Service has downgraded the Corporate Family
rating of MediaNews Group, Inc. to B1 from Ba3, and changed the
rating outlook to negative from stable, reflecting a decline in
pro-forma revenues and higher leverage than Moody's had previously
expected.

Details of the rating action are:
  -- Corporate family rating -- to B1 from Ba3
  -- PDR: to B1 from Ba3
  -- Senior secured revolving credit facility due 2009 -- to
     Ba3 LGD3, 33% from Ba2, LGD3, 32%
  -- Senior secured term loan A due 2010 -- to Ba3 LGD3, 33%
     from Ba2, LGD3, 32%
  -- Senior secured term loan B due 2010 -- to Ba3 LGD3, 33%
     from Ba2, LGD3, 32%
  -- Senior secured term loan C due 2013 -- to Ba3 LGD3, 33%
     from Ba2, LGD3, 32%
  -- 6.375% senior subordinated global notes due 2014 -- to B3
     LGD5, 86% from B2, LGD5, 86%
  -- 6.875% senior subordinated global notes due 2013 -- to B3
     LGD5, 86% from B2, LGD5, 86%

The rating outlook is changed to negative from stable

The downgrade of the Corporate Family rating reflects declines in
MediaNews' top line and cash flow generation, both of which are
significantly below Moody's prior expectations.

The B1 CFR reflects MediaNews' heavy debt burden, high financial
leverage, the secular pressure faced by the newspaper publishing
sector as a whole, and the integration risk posed by management's
continuing acquisitiveness.  Ratings are supported by the
company's positive free cash flow generation, the geographic
diversification of its properties, and its success in raising
equity from its newspaper publishing partners.

The negative rating outlook incorporates Moody's concern that
MediaNews could suffer further declines in circulation count and
advertising revenues placing further pressure on the company's
financial metrics and precluding a meaningful reduction in
leverage over the intermediate term.

Headquartered in Denver, Colorado, MediaNews Group Inc. is a large
newspaper publishing company.  For the LTM period ended Sept. 30,
2007, the company reported pro-rata revenues of approximately
$1.65 billion.


MORGAN STANLEY: Fitch Assigns Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Fitch has rated Morgan Stanley Capital I Trust 2007-IQ16,
commercial mortgage pass-through certificates as:

  -- $51,900,000 class A-1 'AAA';
  -- $314,528,000 class A-1A 'AAA';
  -- $91,100,000 class A-2 'AAA';
  -- $83,000,000 class A-3 'AAA';
  -- $1,276,553,000 class A-4 'AAA';
  -- $194,651,000 class A-M 'AAA';
  -- $20,000,000 class A-MFL 'AAA';
  -- $44,932,000 class A-MA 'AAA';
  -- $130,988,000 class A-J 'AAA';
  -- $30,000,000 class A-JFL 'AAA';
  -- $33,699,000 class A-JA 'AAA';
  -- $19,469,000 class B 'AA+';
  -- $25,958,000 class C 'AA';
  -- $16,224,000 class D 'AA-';
  -- $38,938,000 class E 'A+';
  -- $12,979,000 class F 'A';
  -- $35,693,000 class G 'A-';
  -- $25,958,000 class H 'BBB+';
  -- $25,958,000 class J 'BBB';
  -- $32,448,000 class K 'BBB-';
  -- $9,735,000 class L 'BB+';
  -- $9,734,000 class M 'BB';
  -- $9,734,000 class N 'BB-';
  -- $2,595,830,781 class X-1*'AAA';
  -- $2,529,846,000 class X-2*'AAA'.

*Notional Amount and Interest Only

Classes A-1, A-1A, A-2, A-3, A-4, A-M, A-MFL, A-MA, A-J, A-JFL, A-
JA are offered publicly, while classes B, C, D, E, F, G, H, J, K,
L, M, N, X-1, and X-2 are privately placed pursuant to rule 144A
of the Securities Act of 1933.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 234 fixed or floating rate loans having an aggregate
principal balance of approximately $2,595,830,782, as of the
cutoff date.


MOTORSPORT AFTERMARKET: Moody's Holds B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Motorsport Aftermarket Group's
Corporate Family and Probability of default ratings of B2 as well
as its Ba3 rating for senior secured bank debt.  At the same time,
the rating agency revised the outlook to negative from stable.  
The action reflects concerns over recent performance which has
been less than plan and the impact which recent macro-economic
developments affecting consumer disposable income and sentiment
may have on future levels of discretionary spending for leisure
related products.  Those potential developments may lower demand
for the company's motorcycle parts and accessories business and
affect financial performance at a time when its level of fixed
charges remains elevated from debt incurred in its 2006
acquisition by private equity sponsors.

MAG's performance to date has been slightly below earlier
expectations, but still representative of its current rating
category.  The seasonal pattern of its revenues and cash flows is
unlikely to provide sufficient evidence of any material adverse
trends, or the absence thereof, until early-to-mid 2008.  The
company's strong market share and margins across several segments,
favorable longer term demographic data as well as an adequate
liquidity profile help to mitigate concerns driven by aggregate
demand factors and moderate any near term probability of default
issues.  Its initial debt/EBITDA was seen as just under 6 times.  
Its EBITDA generation has been relatively flat compared to 2006
results, once purchase accounting adjustments are considered,
while debt levels have not substantially changed from the late
2006 closing of the transaction.  Similarly, EBITA/interest
coverage year-to-date has been roughly 1.2 times but exhibited
more pronounced softness in the most recent quarter.  
Consequently, MAG's Corporate Family and Probability of Default
ratings have been affirmed.

The negative outlook considers the probability that weaker volumes
could have on the company's leverage, interest coverage and free
cash flow level in 2008.  However, over time, favorable trends
from demographic drivers are anticipated to support organic growth
in revenues.  Other mitigants include MAG's strong brands, market
shares and selective offshore sourcing that should provide some
stability to its margins and modest amounts of positive free cash
flow now that the bulk of historical retail sales tax settlements
have been resolved.  The outlook further considers the company's
adequate liquidity profile and minimal near term debt amortization
requirements.

Ratings affirmed and up-dated Loss Given Default Assessments:

Motorsport Aftermarket Group, Inc,
  -- Corporate Family rating, B2
  -- Probability of Default, B2
  -- First lien bank debt, Ba3 (LGD-3, 32%)

The last rating action was on Nov. 2, 2006 at which time initial
ratings and a stable outlook were assigned.

Motorsport Aftermarket Group, Inc., headquartered in Irvine,
California, is a holding company with investments in subsidiaries
which design, manufacture and market parts and accessories for the
motorcycle and ATV industries.  Approximately 70% of consolidated
revenues are derived from branded products which customize or
adjust ergonomic features of new and used motorcycles.  The
balance of revenues is from J&P Cycles, a catalogue retailer of
parts and accessories for cruiser/touring motorcycles.


NATIONAL EASTERN: Wants to Employ T.M. Byxbee as Accountants
------------------------------------------------------------
National Eastern Corporation asks permission from the U.S.
Bankruptcy Court for the District of Connecticut to employ T.M.
Byxbee Company, P.C. as its accountants.

T.M. Byxbee will:

   a) close out the Debtor's books as of the date of bankruptcy,
      and to open new books;

   b) establish a new bookkeeping system to replace the outmoded
      system used by the Debtor;

   c) prepare the periodic statements of the Debtor's operations;

   d) prepare the Debtor's income tax return for the calendar year  
      ending 2007;

   e) observe taking of year-end inventory;

   f) prepare internal financial reports;

   g) compute precentage of completion adjustments for purposes of
      financial statements;

   h) perform audit for 401k yearly financial statement;

   i) perform the annual payroll audit; and

   j) consult on general accounting and tax matters as requested
      by the Debtor.

John B. Loehmann, the president of T.M. Byxbee, tells the Court
that the firm's professionals charge these rates for their
services:

      Designation                      Hourly Rate
      -----------                      -----------
      Principals                          $185
      Managers                         $130 - $170
      Senior Staff                        $100
      Other Staff                          $85

Mr. Loehmann says that the allowable maximum compensation is
$15,000.

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

                     About National Eastern

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.


NATIONAL RV: Files for Chapter 11 Protection in California
----------------------------------------------------------
National R.V. Holdings Inc. and National R.V. Inc., its
subsidiary, filed voluntary petitions under the provisions of
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court, Central District of California, Riverside
Division.

The company has taken these actions after determining that seeking
Chapter 11 bankruptcy protection is in the best interests of the
company, its creditors, stockholders and other interested parties
in light of ongoing financial challenges and the inability to
adequately fund operations and obligations.

The company is a debtor-in-possession under the jurisdiction of
the Bankruptcy Court and in accordance with the applicable
provisions of the Code and orders of the Court.

"We are saddened to let go our excellent employees, especially so
close to the holidays, and even more so because National's
motorhomes have never been better than they are," Dave Humphreys,
the company's acting chief executive officer, stated.  " After
evaluating our options, however, we
ultimately determined that seeking protection in bankruptcy was in
the best interests of creditors and shareholders."

               About National R.V. Holdings Inc.

Headquartered in Perris, California, National R.V. Holdings Inc.
(Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its wholly  
owned subsidiary, National RV Inc., is a producer of motorized
recreational vehicles, often referred to as RVs or motorhomes.  
National RV designs, manufactures and markets Class A gas and
diesel motorhomes under model names Surf Side, Sea Breeze,
Dolphin, Tropi-Cal, Pacifica and Tradewinds.  NRV began
manufacturing RVs in 1964.


NEW ORLEANS SEWERAGE: Fitch Holds 'B' Rating on $180.3MM Bonds
--------------------------------------------------------------
Fitch Ratings has upgraded its ratings on these credits located in
Orleans Parish, Louisiana:

Ernest N. Morial-New Orleans Exhibition Hall Authority:

  -- $94.7 million senior lien special tax bonds, upgraded to
     'A-' from 'BBB';
  -- $93.2 million senior subordinate special tax bonds,
     upgraded to 'BBB+' from 'BBB-'.

All outstanding debt of the authority is insured.

New Orleans Audubon Park Commission:

  -- $34.2 million general obligation aquarium bonds
     upgraded to 'BBB-' from 'BB+'.

All outstanding aquarium debt is insured.

Also, Fitch has affirmed these ratings on the New Orleans Sewerage
and Water Board:

  -- $180.3 million sewerage service revenue bonds 'B';
  -- $40.7 million water revenue bonds 'B';
  -- $23.9 million drainage tax bonds 'BBB-'.

All outstanding debt of the board is insured.

As noted, these issues carry bond insurance, with the insurers
expected to cover debt service non-payments, should they occur.  
Fitch's ratings and Outlooks apply to the underlying ratings only.

The Rating Outlook is Stable for all of the above credits.

The upgrades reflect developments that have strengthened the
credit profile of the commission and the authority.  Specifically,
the sizeable increase in New Orleans taxable values for 2007 has
generated additional taxing margin for both the commission's GO
debt service obligations and operations.  Property tax collection
rates in the city continue to exceed budget projections, and the
multi-billion dollar grant program underway for repair of
residential properties should help stabilize the tax base over the
near term.  The upgrade for the authority results from a
defeasance of nearly $300 million in outstanding revenue debt,
which significantly reduces the authority's debt burden and
improves debt service coverage margins substantially; the
authority's healthy reserves also are a positive consideration.

On a broader note, Fitch believes that New Orleans (GO bonds rated
'BBB-' by Fitch) faces significant challenges as it continues its
economic and financial recovery from Hurricane Katrina in 2005.  
While progress has been made, Fitch finds that gains in most
critical areas such as housing, employment, public safety, health
care, and education have been very slow to materialize, and the
city faces years of recovery ahead.  However, with the recovery
gradually gaining traction, Fitch expects that the large amount of
recovery and rebuilding money expected to flow into the city and
surrounding area will stabilize and ultimately boost the economy.

The Audubon Park Commission operates the Aquarium of the Americas,
which reopened in May 2006 after completion of storm-related
repairs (the commission also operates the Audubon Zoo).  Aquarium
debt is repaid through a limited property tax levied against all
taxable property in New Orleans.  Taxable values in the city
jumped nearly 38% for 2007, the result of assessments more closely
tied to actual market values.  This increase enabled the
commission to lower its millage rate by nearly 30%, generating
much needed taxing flexibility going forward.  Tax collections
also have improved; at roughly 85% last year, the rate of current
collections is approaching historical averages.

Commission staff is utilizing roughly $17 million of federal tax
credit bond money to make its debt service payments through mid-
2009, and is applying property tax revenues to operations during
this period.  Visitor counts and admission revenues are expected
to improve by 2009 so the tax revenue subsidy will no longer be
necessary.  Traffic at the aquarium and zoo is increasing, and
commission staff projects 2008 zoo attendance to be 85% of 2004
(pre-storm) levels and aquarium attendance to be 75% of 2004
levels.

The Morial Exhibition Hall Authority debt is supported primarily
from hotel and motel occupancy tax revenues in New Orleans.  In
2003 the authority sold $294 million in subordinate lien revenue
bonds to finance an expansion to the Morial Convention Center.  A
dispute involving the award of the construction contract delayed
the expansion project until just prior to Hurricane Katrina in
August 2005.  Following the storm, the authority board decided not
to proceed with the expansion due to changed market conditions.  
The authority defeased the $293 million series 2003A bonds
outstanding, and as result debt serve coverage levels on the
authority's remaining debt have improved markedly.  Maximum annual
debt service coverage on all remaining debt, using projected 2007
tax revenues, is roughly 1.75 times; 2007 tax revenues would have
been insufficient to meet MADS prior to the defeasance without
federal tax credit bond money support.

With tourist and convention traffic depressed since 2005,
authority tax revenues are down significantly.  The authority
budgeted 2007 revenues from its two largest sources - hotel and
food and beverage taxes - at roughly two-thirds of 2004 totals.  
On a positive note, 2007 year-to-date revenue totals indicate that
tax collections are roughly 8% ahead of budget projections.  
Fitch's concerns regarding tourist activity and tax revenues are
mitigated somewhat by the authority's robust level of available
reserves.  These reserves, which totaled nearly $115 million at
the end of September 2007, are available to support convention
center operations until tourism and convention business recovers
more fully.  As a separate governmental entity, the authority's
revenues are not part of the general city budget.  More than
$28 million in federal tax credit bond proceeds provide an
additional financial cushion; these funds are being used by the
authority to make debt service payments through January 2008.

In affirming the Sewerage and Water Board revenue bond ratings at
below investment grade, Fitch believes that these securities
retain more credit risk, largely resulting from weakened cash
flow, reliance on non-recurring sources for financial relief, and
substantial capital needs.  Nonetheless, Fitch acknowledges the
board's progress in returning to a regular billing cycle and
improved collection rates.  The Sewerage and Water Board, which
provides retail water, sewer and drainage services to residents in
New Orleans, resumed regular monthly billing in April 2006.  The
current customer base of roughly 120,000 is down approximately
20,000 from the pre-storm total.  Utility bill collections have
improved in recent months as the board has settled into a normal
billing cycle; total 2006 receipts were roughly 90% of billed
amounts.

Due to the much smaller customer base, cash flow at the board
remains a significant concern.  The board has relied on
$58 million in federal community disaster loan proceeds to help
pay operating costs.  The CDL money, plus the federal tax credit
bond proceeds, has improved the board's liquidity position.  
However, the CDL money is essentially exhausted and the
$78 million in federal tax credit bond proceeds will support debt
service payments only until mid-2008.  Board budget projections
suggest that revenues from water and wastewater service charges
alone will be insufficient to meet total operating and debt
service costs in 2008 and 2009.

Even with recently adopted water rate increases for each of the
next five years, projections indicate that little money will be
available for water and wastewater capital projects.  A recent
capital needs assessment performed by the board's consulting
engineer identified $5.7 billion in total short-term and long-term
project costs, including roughly $2 billion over the next 3-5
years.  Fitch historically has cited poor liquidity as a credit
weakness of the board.  The limited cash flow, along with a
lengthy reimbursement process with the Federal Emergency
Management Agency for storm-related damages, has hindered board
efforts to repair facilities and maintain service at expected
levels.

The most recent estimates put the city's population at between
270,000-275,000, or approaching two-thirds of the pre-storm total.  
Daytime estimates are higher, as the housing shortage has forced
many former residents to commute into the city for work from other
parishes in the region.  While employment levels in the
metropolitan area have shown a gain of nearly 4% over the past
year, they remain more than 15% below pre-storm levels.

The federal Road Home Program is the largest of the numerous
federal and state financial assistance efforts and targets the
most pressing need in post-Katrina New Orleans--housing.  Until
recently the program has been mired in administrative delays, and
only in recent months has the number of closings begun to
accelerate; the most recent program totals cite roughly 72,000
closings, or about 40% of the total number of applications.  
However, officials now fear that the program may not adequately
fund needs, as the number of applicants has greatly exceeded
original projections.

The city's economy continues to recover, but at an uneven pace.   
Tourism is estimated at roughly 60% of pre-storm levels, and the
number of hotel rooms in the metropolitan area now exceeds 80% of
the more than 38,000 rooms that existed before the storm.  Fitch
considers the recovery at Port of New Orleans a positive credit
factor; total cargo tonnage has largely returned to pre-storm
levels, driven primarily by bulk cargo such as iron and steel.  
However, container traffic remains well below earlier levels, due
to damage at the port's container terminal facilities.

Substantially weakened infrastructure and service delivery systems
remain impediments to future economic gains, as the city struggles
to hire and retain police officers, and the criminal justice
system continues to function with facilities and staffing below
pre-Katrina levels.  Also, the city estimates that only 50% of
pre-storm hospital beds currently are available in the area.  
Long-term improvement is evident in the U.S. Department of
Veterans Affairs' and Louisiana State University partnering to
construct a $1.2 billion medical center in downtown New Orleans;
the projected completion date is 2011.  While 80 charter and non-
charter schools opened for the 2007-08 school year in the city, 59
schools remain closed.  The state took over the majority of public
schools in the city from the long-troubled Orleans Parish School
Board after Katrina.

Fitch will continue to monitor these entities and other New
Orleans area credits.  As developments occur and as the
reconstruction process proceeds, Fitch will review the credit
fundamentals of each and take any appropriate rating action.


NY RACING: Judge Peck Approves Third Amended Disclosure Statement
-----------------------------------------------------------------
The Honorable James M. Peck the United States Bankruptcy Court
for the Southern District of New York approved New York Racing
Association Inc.'s Third Amended Disclosure Statement describing
its Third Amended Chapter 11 Plan of Reorganization dated Nov. 29,
2007.

Under the Third Amended Plan, Class 2 Secured Claim holders will
receive 100% of their allowed claim amount through any of these
distributions:

   a) payment of allowed secured claim in full, in cash;

   b) sale or disposition proceeds of the property securing any
      allowed secured claim to the extent of the value of
      their respective interests in the property; or

   c) surrender to the holder or holders of any allowed aecured
      claim of the property securing the claim.

Commencing on the effective date of the Plan, Unsecured Claims
will receive payments in full and in cash.

Holders of Insured Litigation Claims are entitled to:

   -- proceed with the liquidation of their claims, including
      any litigation pending as of the Debtor's bankruptcy
      filing; and

   -- seek recovery from applicable insurance carrier.

Pursuant to the terms of a settlement agreement, all State Claims
will be deemed allowed and each State Claims holder, other than
the holder of the New York State Tax Claim, will not be entitled
to, and will not receive or retain, any property or interest in
property on account of such Allowed State Claims under the Plan.

On or prior to the effective date of the Plan, the Debtor or the      
Reorganized Debtor will make these payments to its benefit plans:

   1) funding deficiencies for the years ended on or prior to
      Dec. 31, 2006; and

   2) normal costs for the year ended Dec. 31, 2007.

By those payments, the Debtor's benefit plans will be deemed cured
and the Pension Benefit Guaranty Corporation's claims will be
deemed satisfied in full.

The Internal Revenue Service will receive a promissory note in the
amount of its allowed claim, which will bear interest at the rate
of 8% per annum, payable in 15 equal quarterly installments
commencing on March 31, 2008.

Each holder of an Allowed Penalty Claim will be entitled to
receive a pro rata share of cash available for distribution after
all allowed unsecured claims have been paid in full.

Equity Interests in the Debtor will be cancelled and holders of
such interests will not receive any distribution under the Plan.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in       
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N.
Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NY RACING: Plan Confirmation Hearing Scheduled on December 27
-------------------------------------------------------------
The Honorable James M. Peck the United States Bankruptcy Court
for the Southern District of New York scheduled a hearing on
Dec. 27, 2007, at 2:00 p.m., to consider confirmation of New York
Racing Association Inc.'s Third Amended Chapter 11 Plan of
Reorganization.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks
in Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N.
Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


OBLAST OF NIZHNIY: Moody's Assigns Ba2 Issuer Rating
----------------------------------------------------
Moody's Investors Service assigned an issuer rating of Ba2 to the
Oblast of Nizhniy Novgorod.  The rating outlook is stable.  At the
same time, Moody's Interfax Rating Agency, which is majority owned
by Moody's, assigned a Aa2.ru national scale credit rating to the
Oblast.  The ratings are driven by good fiscal performance, in
particular rapid tax revenue growth underpinned by sustained
economic growth, and a low debt burden.  They also reflect
considerable challenges facing Nizhniy Novgorod Oblast, including
significant infrastructure requirements, rapid growth of spending
on public sector wages and social benefits, and limited revenue
and spending flexibility.

Moody's notes that the Oblast's operating balance increased
substantially in 2006-2007, reflecting swift growth in tax revenue
influenced both by economic growth and the Oblast government's
policy to increase tax collection.  In the medium term, the Oblast
government plans to sustain the high rate of tax revenue growth in
order to increase funding for investment programs and operating
expenditures.  In recent years the Oblast's direct debt has
decreased considerably, as it corresponded to 13% of operating
revenue at the start of 2007, compared with 37% in 2003, and more
of the debt now consists of medium-term bonds, which have replaced
shorter-term bank loans.

The budget's capital expenditure has increased significantly, to
22% of overall budget expenditure in 2007, from 7% in 2006.  
Moreover the Oblast government's policy is to increase public
sector wages, which should draw level with the average wage in the
Oblast in 2009.  To maintain a moderate debt burden, the Oblast's
government should pursue a conservative budget policy with respect
to operating expenditure.

The Oblast's ratings also reflect the application of Moody's
Joint-Default Analysis methodology for regional and local
governments, with a baseline credit assessment of 12 (on a scale
of 1 to 21, in which 1 represents the lowest credit risk), and a
low likelihood that the federal government would act to prevent an
imminent default by the region.  The assumed low likelihood of
extraordinary support reflects past instances of regional and
local government defaults and a federal government policy stance
that does not favour interventions to prevent defaults by lower
tier governments on a timely basis.

Nizhniy Novgorod Oblast is situated in the Central Part of Russian
Federation.  The Oblast's population is 3.4 million inhabitants
(2.4% of Russia's population).  The region contributes 1.6% to
Russia's GDP.  The regional economy is widely diversified with
high proportion of secondary sector in GRP structure and rapidly
growing trade and service sector.


PATMAN DRILLING: U.S. Trustee Appoints Creditors Committee
----------------------------------------------------------
William T. Neary, the United States Trustee for Region 6,
appointed four members to the Official Committee of Unsecured
Creditors in the Chapter 11 case of Patman Drilling International
Inc.

The Creditors' Committee is currently composed of:

      1. Paul Cheong
         c/o Shandong Afthonia, Inc.
         1509 Ramsgate Circle
         Plano, Texas 75093
         Tel: (972) 381-1368
         Fax: (972) 381-1398                              
                              
      2. Lowell Martin
         c/o All Star Pump & Supply
         P.O. Box 368
         Cross Plains, Texas 76443
         Tel: (254) 725-7158
         Fax: (254) 725-6493

      3. Grant Young
         c/o Vortex Fluid Systems, Inc.
         6324 South 69 East Place
         Tulsa, OK 74133
         Tel: (918) 810-7798
         Fax: (918) 492-1688

      4. Ray Atkinson
         Managing Director
         7557 Rambler Drive
         Suite 700
         Dallas, Texas 75231
         Tel: (214) 265-6545
         Fax: (469) 583-2705

                      About Patman Drilling

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.  The Debtor's schedules reflect $58,682,049 in total
assets, and $36,569,061 in total liabilities.


PAUL MORREL: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Paul Philip Morrell
             3800 El Centro Street
             Palo Alto, CA 94306

Bankruptcy Case No.: 07-53911

Chapter 11 Petition Date: November

Court: Northern District of California (San Jose)

Debtor's Counsel: Leslie A. Cohen, Esq.
                  Liner, Yankelevitz, Sunshine et. al.
                  1100 Glendon Ave. 14th Floor
                  Los Angeles, CA 90024-3503
                  Tel: (310) 500-3500
                  Fax: (310) 500-3501
                  http://www.linerlaw.com/

Estimated Assets: $10,000

Estimated Debts: $1 million to $100 million

Debtor's Four Largest Unsecured Creditors:

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

Mark Noorzai                      Judgment            $3,000,000
365 East Avenida de Los
Arboles
CA 91369
Tel: (617) 513-5500

Omar Noorzai                      Judgement           $3,000,000
12075 East Presilla Road
Camarillo, CA 93012
Tel: (408) 338-9843

Peter Krupinsky                                         $700,000
Douglas Emmett, 2000, LLC
808 Wilshire Blvd., Ste. 200
Santa Monica, CA 90401
Tel: 310-826-2625

Citibank                        Credit Card debt         $34,431


PHARMED GROUP: Seeks Court OK for FTI Consulting to Provide CRO
---------------------------------------------------------------
Pharmed Group Holdings Inc. and its debtor-affiliates seek
permission from the United States Bankruptcy Court for the
Southern District of Florida to employ FTI Consulting Inc. to
search for a chief restructuring officer.

FTI proposes to provide the services of Keith F. Cooper to serve
as chief restructuring officer.  In addition, FTI will also
provide the services of Charles Goad, James Wolf and Nicholas
MacPhee to perform all financial reporting and other accounting
functions for the Debtors.

The Debtors relate that Mr. Cooper, as CRO, will:

   a) have the combined authority of the chief executive
      officer, chief operating officer, chief financial
      officer, and the chief restructuring officer and has the
      sole power and authority to:

      -- open and close bank accounts for the company;
      -- transfer funds to the company;
      -- hire and terminate employees in the company;
      -- cause the company to modify, amend and terminate
         and/or enforce any of its contractual right;
      -- cause the company to enter into an agreement or
         contract;
      -- cause the company to pursue, settle or compromise any
         litigation, controversy or other dispute involving the   
         company;
      -- cause the company to borrow funds and to pledge any of
         its assets in order to pay the working capital needs;
      -- cause the company to exercise its rights under the
         company's agreement and other agreements favorable to
         the company;
      -- cause the company to commence a proceeding under
         Chapter 11 of the Bankruptcy Code or to take other
         judicial action which the CRO determines to be
         necessary.

   b) perform financial review of the company, including:
      
      -- assessment of financial information that has been and
         that will be provided by the company to its creditors,
         including short and long term projected cash flows;   
      -- assist the Debtors in developing and refining and
         implementing its business plans;

   c) assist in the identification of cost reduction and
      operations improvement opportunities, and implement such
      cost reduction recommendation;

   d) develop possible restructuring plans or strategic
      alternatives for maximizing the enterprise value of the
      company's various business lines, determine which plans
      or alternatives are appropriate, and implement such
      plans;

   e) prepare and report the schedules and statements of
      financial affairs; and

   f) represent the Debtors in this Bankruptcy case.

The Debtors tell the Court that the CRO will be employed by FTI
while rendering services for the Debtors.  The professionals  will
be paid a lower than the standard hourly rate or a blended hourly
rate of $400.

The Debtors further relates that it has paid FTI an initial
retainer fee of $70,000.  

Additionally, FTI will be reimbursed of its expenses incurred in
connection with the service.

To the best of the Debtors knowledge, FTI Consulting is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and   
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., 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).  The Debtors selected Trumbull Group LLC as
claims and noticing agent.  Paul Steven Singerman, Esq. of
Berger Singerman, P.A. represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed assets between $1 million and $100 million and debts
of more than $100 million.


POPE & TALBOT: Wants to File Schedules & Statements Until Jan. 18
-----------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
extend the deadline by which they must file their Schedules and
Statements through and including Jan. 18, 2008.

Pursuant to Rule 1007-1(c) of the Federal Rules of Bankruptcy
Procedure, a debtor who has more than 200 creditors are required,
within 30 days from the date of the bankruptcy filing, to file
with the Court (i) a schedule of assets and liabilities, (ii) a
schedule of current income and expenditures, (iii) a schedule of
executory contracts and unexpired leases, and (iv) a statement of
financial affairs.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware, the Debtors' proposed bankruptcy
counsel, tells the Court that the Debtors, which have several
thousand creditors, are unable to complete and finalize their
Statements and Schedules within 30 days after the date of the
bankruptcy filing due to these reasons:  

   (a) the number of the Debtors' creditors and parties-in
       -interest;

   (b) the size and complexity of the Debtors' operations; and

   (c) the fact that certain prepetition invoices have not yet
       been received or entered into the Debtors' financial
       accounting systems.

Moreover, the Debtors' resources have been strained by the
commencement of the CCAA Proceedings, and the attendant
obligations on their management and personnel, relating to the
satisfaction of the Canadian Monitor's duties under the CCAA, Ms.
Jones explains.

                       About Pope & Talbot

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' CCAA Stay expires on
Jan. 16, 2008.

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 Rothschild as Financial Advisor
--------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ Rothschild Inc. as their financial advisor and investment
banker effective as of Nov. 19, 2007.

The Debtors selected Rothschild because of its expertise in  
investment banking services, including domestic and cross-border
restructuring, Pope & Talbot Inc. president and chief executive
officer Harold N. Stanton relates.  The firm also has extensive
experience working with companies from various industries in
complex financial restructuring, both out of court and in Chapter
11 cases.  Moreover, he adds, the firm is well-acquainted with
the Debtors' business, capital structure, financial affairs, and
related matters.

As their financial advisors, the Debtors expect Rothschild to:

   (a) undertake, in consultation with members of management, a
       comprehensive study and analysis of the Debtors' business,
       operations, liquidity, financial condition and prospects;

   (b) analyze industry trends and the Debtors' strategic
       position with each of its operating segments;

   (c) assist management in the preparation and review of the
       Debtors' financial or business plans, and analyze their
       strategic alternatives;

   (d) analyze liquidity and debt capacity under various
       strategic scenarios;

   (e) analyze and provide a recommendation to management with
       respect to incremental liquidity requirements under
       various strategic scenarios including the sale of certain
       assets;

   (f) assist in the development and execution of a strategy to
       improve the Debtors' short-term liquidity;

   (g) review comparable company and transaction information
       with respect to valuation, capital structure, operating
       efficiency and competitive strategies;

   (h) assist in valuing the Debtors and, as appropriate,
       valuing the Debtors' assets or operations, provided that
       any real estate or fixed asset appraisals will be
       undertaken by outside appraisers, separately retained
       and compensated by the Debtors;

   (i) advise the Debtors as to the availability of new debt or
       equity financing, mergers or acquisitions, and the sale
       or disposition of the Debtors' assets or businesses;

   (j) attend and present material at Board of Directors'
       meetings as requested by the Debtors;  

   (k) attend meetings and interact with creditors as requested;   

   (l) assist the Debtors and their other professionals in
       preparing for any potential litigation or depositions that
       may arise in connection with the services and provide
       relevant deposition or expert testimony with respect to
       the matters;

   (m) if the Debtors determine to commence Chapter 11 cases in
       order to pursue a transaction, and if requested by the
       Debtors, participate in hearings before the Court in
       which the cases are commenced, and provide testimony on
       matters and issues arising in connection with any
       proposed Plan; and

   (n) render other financial advisory and investment banking
       services as may be agreed upon by the Debtors and
       Rothschild.

The Debtors will pay Rothschild $150,000 in monthly cash advisory
fee in exchange for the contemplated services.  

Subject to Court approval, the firm is entitled to receive a
$3,250,000 completion fee, payable in cash upon the earlier of
the confirmation and effectiveness of a Plan of Reorganization or
Liquidation, or the closing of any other transaction.  

Mr. Stanton states that the firm will also receive a new capital
fee if any financing or refinancing is consummated during the
term of its engagement equal to:

    -- 1.5% of the face amount of any senior secured debt raised;

    -- 3% of the face amount of any junior secured or unsecured
       debt raised; and

    -- 4% of any equity or hybrid capital raised.

Any financing fee is payable at the closing of the applicable
financing, according to Mr. Stanton.

"If the Debtors sell a material portion of the assets or
operations of the Lumber Division or the Pulp Division,
Rothschild is entitled to receive an initial sale fee of
$1,625,000, in cash upon the closing of the sale," Mr. Stanton
further says.

The Rothschild Engagement Letter provides that the firm will
credit against the completion fee:

    --50% of the monthly fees paid to the firm in excess of
      $450,000;

    --50% of any financing fee; and

    --100% of any initial sale fee, provided that the total
      amount credited will not exceed the completion fee.

The Debtors will also reimburse Rothschild for the expenses it
may incur, including charges of the firm's counsel, relating to
any work undertaken.

Stephen S. Ledoux, a professional at Rothschild, assures the
Court that it is a "disinterested person," as defined in Section
101(14) of the Bankruptcy Code.

                       About Pope & Talbot

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' CCAA Stay expires on
Jan. 16, 2008.

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: B.C. Court Accepts Transfer of CCAA Proceedings
--------------------------------------------------------------
The British Columbia Supreme Court accepted the request of the
Honorable Justice Geoffrey B. Morawetz at the Superior Court of
Justice (Commercial List) for the Province of Ontario, in Canada,
to transfer Pope & Talbot Inc. and its debtor-affiliates' CCAA
proceedings from the Ontario  Superior Court to the British
Columbia Supreme Court.

Accordingly, the British Columbia Supreme Court will assume
primary jurisdiction of the Applicants' CCAA proceedings.  The
British Columbia Supreme Court also recognizes previous orders
issued by Mr. Justice Morawetz.

The service list in the Ontario Superior Court CCAA proceedings
will continue to be the Service List in the transferred
proceedings, and any appearances filed with Ontario Superior
Court CCAA proceedings will be treated as if filed with the
British Columbia Supreme Court.

As reported in the Troubled Company Reporter on Nov. 23, 2007,
The Honorable Justice Geoffrey B. Morawetz at the Superior Court
of Justice (Commercial List) for the Province of Ontario, in
Canada, approved the request of Pope & Talbot Inc. and its debtor-
affiliates to transfer the venue of the Applicants' CCAA
proceedings to the British Columbia Supreme Court.

                       About Pope & Talbot

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' CCAA Stay expires on
Jan. 16, 2008.

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: British Columbia Court Extends Stay to Jan. 16
-------------------------------------------------------------
The British Columbia Supreme Court, which has assumed jurisdiction
of Pope & Talbot Inc. and its debtor-affiliates' CCAA proceedings
from the Superior Court of Justice (Commercial List) for the
Province of Ontario, has ruled that until and including Jan. 16,
2008, no proceeding or enforcement process in any court or
tribunal will be commenced or continued against or in respect of
the Applicants, the Partnerships or PricewaterhouseCoopers Inc.,
the Court-appointed Monitor, or affecting the Applicants' business
or property except with the written consent of the Applicants, the
Partnerships and the Monitor, or with leave of the CCAA Court.  
All proceedings currently under way against or in respect of the
Applicants or the Partnerships are stayed and suspended pending
further Court order.

Moreover, no creditor of the Applicants will be under any
obligation to advance or re-advance any monies or otherwise
extend any credit to the Applicants.   

No proceedings may be commenced or continued against
the Applicants' directors and officers.  The CCAA Court permitted
the Applicants to indemnify their directors and officers from all
claims, costs, charges and expenses relating to company
operations, except to the extent that an officer or director has
actively participated in the breach of any related fiduciary
duties or has been grossly negligent or guilty of willful
misconduct.

The Applicants' directors and officers are entitled to the
benefit of and are granted a charge of up to $13,000,000 on the
Applicants' property, as security for the indemnity provided.  
The Directors Charge will have priority over certain other
charges and claims on the Applicants' estate.

Notwithstanding any language in any applicable insurance policy
to the contrary, (i) no insurer will be entitled to be subrogated
to or claim the benefit of the Directors' Charge, and (ii) the
Applicants' directors and officers will only be entitled to the
benefit of the Directors' Charge to the extent that they do not
have coverage under any directors' and officers' insurance
policy, or to the extent the coverage is insufficient to pay
amounts indemnified.

Except for these modifications on the Initial Stay Order, all
other provisions holds.  Nothing in the British Columbia Supreme
Court will derogate from the rights conferred and obligations
imposed by the CCAA.

As reported in the Troubled Company Reporter on Nov. 27, 2007,
PricewaterhouseCoopers Inc. asserted in its second report to Mr.
Justice Morawetz of the Ontario Superior Court of Justice dated
Nov. 20, 2007, that the Applicants require additional time to
determine and implement the appropriate next steps toward their
restructuring.

                    Unions Want Order Amended

The Pulp, Paper and Woodworkers of Canada, Local 8 and the
Communications, Energy and Paperworkers of Canada ask the British
Columbia Supreme Court to amend its Order, to provide:

   * for the establishment of a trust fund separate from all of
     the Applicants' other assets, the only purpose of which will
     be to secure the payment of wages of employees working under
     all collective bargaining agreements entered into by the
     Applicants;

   * for the deposit to the trust fund of an amount necessary to
     ensure that the balance of the fund at all times is
     sufficient to secure accrued wage obligations within the
     next seven days;

   * that every union should immediately be notified that it is a
     party to a CBA, if the amount in the trust fund falls below
     the required amounts;

   * that "wages" is defined as the Applicants obligation to pay
     compensation wages, salaries, vacation pay, bonuses and
     expenses incurred in the ordinary course of business to
     employees working under the terms of their corresponding
     CBAs; and

   * that if the Applicants fail to establish and maintain an
     adequate balance in the trust fund, employees under their
     corresponding CBAs are entitled to withdraw from the
     performance of work and to refuse to continue to
     work for the Applicants without penalty of any kind.

The Unions also asked the Court to provide that until and
including Jan. 16, 2008, no proceeding or enforcement process
in any court or tribunal will be commenced or continued against
or in respect of the Applicants, the Partnerships or the Monitor,
or affecting the business or the property, except for grievances
filed under a CBA, pursuant to the Labour Relations Code,
R.S.B.C. 1996, c. 244.  

Sebastien Andersen, Esq., at Victory Square Law Office, in
Vancouver, British Columbia, asserts that the British Columbia
Supreme Court's extension of the CCAA Stay should also provide
exceptions for grievances filed under a CBA, in respect to the
stay and suspension of all rights and remedies of any individual,
firm, corporation, governmental body or agency against or in
respect of the Applicants, the Partnerships or the Monitor, or
affecting the business or the property.  

However, the Unions aver, should the Applicants determine that
the exception would constitute an "undue interference" with their
reorganization efforts, the Applicants are at liberty to apply to
extend the Stay Proceedings.

According to Mr. Andersen, the Order should be further amended to
provide that the Applicants will, subject to the terms of any
CBA, have the right to terminate the employment of their
employees, or temporarily layoff their employees, on the terms
provided for in the relevant CBA, or on alternative terms as nay
be agreed on by the Applicants and the relevant Union.

                       About Pope & Talbot

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' CCAA Stay expires on
Jan. 16, 2008.

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).


REGENT BROADCASTING: Weak Performance Cues Moody's to Cut Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Regent Broadcasting LLC's
Corporate Family Rating to B2 from B1.  The downgrade reflects
Regent's weaker than previously expected operating performance and
credit metrics, secular pressure on the radio business and the
lack of cushion under the financial covenants under the company's
secured credit facility.  The outlook is stable.  In addition,
Moody's also affirmed the company's SGL-3 rating.

Moody's has taken these rating actions:

Regent Broadcasting, LLC

  -- Corporate Family Rating -- downgraded to B2 from B1
  -- Probability-of-default rating -- downgraded to B3 from B2
  -- $75 million senior secured revolving credit facility --
     downgraded to B2 from B1 (LGD 3, 35%)
  -- $50 million delayed draw term loan -- downgraded to B2
     from B1 (LGD 3, 35%)
  -- $115 million senior secured term loan B -- downgraded to
     B2 from B1 (LGD 3, 35%)
  -- Speculative grade liquidity assessment -- affirmed SGL-3

The outlook is stable.

Regent's B2 Corporate Family Rating reflects significant debt to
EBITDA leverage (7.9x for the trailing twelve months ended
September 30, 2007), modest scale and limited free cash flow
generation.  The rating also incorporates the highly competitive
nature of the radio industry, the inherent cyclicality of the
advertising market, and Moody's belief that radio is a mature
industry with modest growth prospects.

Regent's rating is supported by the company's continued local
market focus and the diversity of its revenue mix and geographic
footprint.

Regent Communications, Inc., headquartered in Cincinnati, Ohio,
will own and operate 62 stations located in 13 markets upon
completion of the divestiture of WTMM-AM in Albany, WECK-AM in
Buffalo and its Watertown, New York station cluster.


RYERSON INC: To Restructure Chicago Operations in Phased Moves
--------------------------------------------------------------
Ryerson Inc. plans to restructure its Chicago operations in a
series of phased moves by the end of 2008.  Ryerson  expects that
these moves will bring it closer to its customers with improved
service levels.

Ryerson will keep its corporate headquarters in the Chicago area
and would maintain at least 500 jobs in the Chicago area.

The transition of Ryerson's Chicago business to its other
locations would result in the phased reduction of its processing
and distribution operations in Chicago by the end of 2008.  
Ryerson will work with the mayor's office of workforce development
to identify new opportunities for impacted employees.

"We are taking these steps to enhance our long-term viability and
be a stronger corporate citizen in Chicago," said Steve
Makarewicz, president and chief operating officer of Ryerson. "We
are confident that these moves will improve our customer service
levels and make us a more nimble competitor."

                       About Ryerson Inc.

Headquartered in Chicago, Illinois, Ryerson Inc. (NYSE: RYI) --
http://www.ryerson.com/-- is a distributor and processor of   
metals in North America.  The company services customers through a
network of service centers across the United States and in Canada,
Mexico, India, and China.   

As reported in the Troubled Company Reporter on Oct. 23, 2007,
The affiliates of Platinum Equity LLC completed their acquisition
of Ryerson Inc. in a transaction valued at approximately $2
billion.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Ryerson Inc., including its 'B+' corporate credit rating.  S&P
removed all ratings from CreditWatch, where they had been placed
with negative implications on July 24, 2007, after the company
after it has agreed to be acquired by Platinum Equity for around
$2 billion.


SEARS HOLDINGS: Net Income Drops to $2 Mil. in 2007 Third Quarter
-----------------------------------------------------------------
Sears Holdings Corporation reported net income of $2 million for
the third quarter ended Nov. 3, 2007, compared with net income of
$196 million for the third quarter ended Oct. 28, 2006.

The third quarter 2006 results included $101 million in pre-tax
gains on total return swap investments outstanding during that
period.  The year-over-year decline in income is the result of a
$223 million decline in gross margin, reflecting both sales
declines, well as an overall decline in our gross margin rate for
the quarter.

"We are very disappointed in our performance for the third
quarter," Aylwin Lewis, Sears Holdings' chief executive officer
and president, said.  "We cannot blame our results entirely on the
retail and macro-economic environments.  We have much on which to
improve and are working hard to do so."  

"Nevertheless, the company continues to generate cash, and we
continue to invest in our customer relationships, our multi-
channel experience, and our information technology systems," Mr.
Lewis continued.  "Importantly, we believe that our stores and
websites are ready to serve our customers and provide them more
reasons to shop with us."

The company's operating income for the quarter decreased
$230 million to $46 million in fiscal 2007, as compared to
$276 million in the third quarter of fiscal 2006, due to lower
gross margin generated at both Kmart and Sears Domestic.

For the quarter, the company generated $3.2 billion in total gross
margin as compared to $3.4 billion in the third quarter last year.  
The $0.2 billion decline was made up of separate $0.1 billion
declines at both Kmart and Sears Domestic.

The company's gross margin rate decreased by approximately
90 basis points to 27.4% and was impacted by incremental markdowns
taken to clear seasonal merchandise and higher inventory levels
due to lower sales.  Given that the company does not expect any
significant near-term improvement in the
overall retail environment, the company believes that its sales
and gross margin for the balance of fiscal 2007 will likely
continue to be pressured by the above-noted unfavorable economic
factors.

                        Financial Position

The company has cash and cash equivalents of $1.5 billion at
Nov. 3, 2007, as compared to $2.1 billion at Oct. 28, 2006 and
$4.0 billion at Feb. 3, 2007.

During the third quarter, cash and cash equivalents declined
$1.1 billion from the $2.6 billion balance at the end of the
second quarter.  

The $1.1 billion net decline in cash and cash equivalents for the
quarter primarily reflects $0.9 billion used for share repurchases
and $0.9 billion used to build inventories for the holiday selling
season, partially offset by $0.6 billion of cash generated through
short-term borrowings.

The $0.6 billion in short-term borrowings under our five-year
revolving credit facility has been repaid as of Nov. 27, 2007.

                        Share Repurchase

The company repurchased 6.7 million common shares at a total cost
of $0.9 billion under its share repurchase program during the
third quarter of fiscal 2007.  On Aug. 13, 2007, the company's
board of directors approved the repurchase of up to an additional
$1.5 billion of its common shares.

The share repurchases may be implemented using a variety of
methods, which may include open market purchases, privately
negotiated transactions, block trades, accelerated share
repurchase transactions, the purchase of call options, the sale of
put options or otherwise, or by any combination of such methods.

Timing will be dependent on prevailing market conditions,
alternative uses of capital and other factors.  As of Nov. 27,
2007, the company has remaining authorization to repurchase $736
million of common shares under the share repurchase
program.

At Nov. 3, 2007, the company's balance sheet showed total assets
of $29.6 million, total liabilities of $18.9 million and total
shareholders' equity of $10,714.

                 About Sears Holdings Corporation

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) - http://www.searsholdings.com/-- parent of Kmart  
and Sears, Roebuck and Co., is a broadline retailer with
approximately 3,800 full-line and specialty retail stores in the
United States and Canada.

                          *     *     *

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006.  The
rating still hold to date with a stable outlook.


SECURUS TECHNOLOGIES: Liquidity Concerns Cue S&P to Cut Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dallas-
based prison phone provider Securus Technologies Inc., including
its corporate credit rating, which was cut to 'B' from 'B+'.
     
The ratings remain on CreditWatch, where they were placed with
negative implications on Sept. 27, 2007.
      
"The downgrade reflects our heightened concern about the company's
liquidity," said Standard & Poor's credit analyst Catherine
Cosentino.
     
Securus disclosed in its third-quarter 10-Q report that it was not
in compliance with the minimum interest coverage ratio required
under its revolving credit facility, and had obtained waivers
through Sept. 30, 2007.  While Securus is also not in compliance
with the same financial covenant for its second-lien notes, it is
not in default because this security requires two consecutive
quarters of noncompliance for a technical default.
     
To remedy future potential defaults, the company has obtained an
equity commitment from HIG for up to $10 million, which will be
considered an add-back under the financial covenants.  The decline
in the company's high-margin wholesale businesses has been largely
responsible for the drop in EBITDA in the past year.  S&P placed
the ratings on CreditWatch Negative on Sept. 27, 2007, after
Securus warned that it would miss its financial targets for the
third quarter.

Standard & Poor's will meet with management to discuss their
business plans for the direct call provisioning business because
it is expected to a larger component of the company's revenue base
as the wholesale segment declines.  As part of S&P's review, they
will examine the company's prospects for improving its operating
performance and leverage in 2008, including the potential for
receiving additional prison systems contracts.
     
S&P could lower its ratings again despite the waivers and equity
contribution unless it is clear that EBITDA improvement will
likely to provide sufficient covenant cushion for the next few
quarters.


SMITHFIELD FOODS: Earns $17.4 Million in 2nd Quarter Ended Oct. 28
------------------------------------------------------------------
Smithfield Foods Inc. reported net income of $17.4 million for the
second quarter ended Oct. 28, 2007, compared with net income of
$44.7 million for the second quarter of fiscal 2007.

The company reported income from continuing operations for the
second quarter of fiscal 2008 of $18.7 million, versus income from
continuing operations of $46.4 million last year.  Sales were
$3.5 billion, compared to $2.8 billion a year ago.

Second quarter results include approximately $13 million of after
tax charges related to the previously-disclosed disease outbreak
in the company's Romanian operations and an after tax loss of
$25 million related to the effects of foreign currency
fluctuations.             

Second quarter results in the pork segment rose significantly,
reflecting a significant expansion in packaged meats margins, a
much-improved fresh pork environment late in the quarter and the
contribution of Premium Standard Farms, acquired in May.  

Hog production profits declined significantly, the result of lower
live hog market prices and considerably higher raising costs.

"The decline in earnings this quarter was almost entirely in the
hog production segment, as most of our other businesses performed
well," said C. Larry Pope, president and chief executive officer.
"Unquestionably, the highlight of the quarter was the dramatic
improvement in packaged meats margins due to an improved product
mix and our continuing effort to drive out costs.  Additionally,
our international meat processing operations have become
consistent, growing contributors to profitability," he said.

"We currently are in the middle of our peak holiday ham season.  
It looks to be another good year for this sector of the business,"
said Mr. Pope.

"Looking forward, the futures markets indicate continued near-term
losses in hog production, but an improving environment as we move
into our fiscal fourth quarter and beginning of fiscal 2009," said
Mr. Pope.  "Meanwhile, fresh pork margins remain healthy and I
expect a continued strong performance from our packaged meats
business," he said.

                      About Smithfield Foods

Headquartered in Smithfield, Virginia, Smithfield Foods Inc.
(NYSE: SFD) -- http://www.smithfieldfoods.com/-- is a processor  
and marketer of fresh pork and processed meats in the United
States, as well as a producer of hogs.  

                          *     *     *

Smithfield Foods Inc. still carries Moody's Investors Service
'Ba2' long term corporate family rating last placed on Dec. 20,
2006.  The Rating Outlook is Negative.


SOLUTIA INC: Moody's Rates $400 Mil. Sr. Credit Facilities at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to a proposed
$400 million, five-year, senior secured asset-based credit
facilities of Solutia Inc., a company headquartered in St. Louis,
Missouri.  Moody's also assigned a B1 rating to a proposed
$1,200 million, seven-year, secured term-loan, a B2 rating to a
proposed $400 million 8-year senior unsecured note, and a
corporate family rating of B1.  The ratings outlook is stable.  
The ratings assigned are subject to a complete review by Moody's
of the final credit facility, term loan and senior note documents
and are also subject to the transactions being closed in a manner
and with terms that are substantially identical to those that have
been shared with Moody's.

Assignments:

Issuer: Solutia Inc.
  -- Corporate Family Rating, Assigned B1
  -- Probability of Default Rating, Assigned B1
  -- Speculative Grade Liquidity Rating, Assigned SGL-3
  -- Senior Secured Bank Credit Facility, Assigned Ba1 (LGD2,
     16%)
  -- Senior Secured Bank Term Loan, Assigned B1 (LGD4, 54%)
  -- Senior Unsecured Note, Assigned B2 (LGD4, 69%)

The B1 corporate family rating reflects the company's initially
high leverage and weak credit metrics along with the material
uncertainty surrounding its environmental remediation activities
upon exiting bankruptcy.  An additional concern centers on the
high proportion of Solutia's revenue base that is concentrated in
low margin commodity businesses and a material percentage of
EBITDA that is derived from a single product with concentrated
customers.

Following the refinancing and exit from bankruptcy, Solutia will
be highly leveraged, particularly after adjusting debt for rent
and pensions, which adds some $60 million and $180 million,
respectively.  Moody's projected coverage for fiscal year 2008
(based on Moody's adjusted debt model), as measured by
EBITDA/Interest, is only 2.1 times while projected leverage as
measured by adjusted Debt/EBITDA is 5.2 times.  In Moody's model,
adjusted debt is slightly above $1,900 million at the end of
December 2008.  Pro forma adjusted debt to book capital would be
just above 62% at Dec. 31, 2007.  Moody's notes that even with
fresh start accounting, tangible net worth is likely to be
negative.

While Moody's recognizes that good progress has been made in the
elimination, classification and/or sharing of environmental, legal
and pension liabilities, there remains a noteworthy level of
uncertainty as to the ultimate scope of these liabilities,
particularly the environmental liabilities.  Moody's believes that
these environmental liabilities are subject to changing
governmental policy and regulations, discovery of unknown
conditions, judicial proceedings, method and extent of
remediation, existence of other potentially responsible parties
and future changes in both measurement and remediation
technologies.

Moody's also has some concerns over Solutia's business profile as
a high percentage of revenues, about 55%, are generated by the
relatively low margin (7%-8% EBITDA) integrated nylon business, a
sector that is going through a fair amount of turmoil.  Moody's
also note that a significant percentage of pro forma 2007 EBITDA
is derived from a single reasonably stable product line,
Crystex(R), that also has a high degree of customer concentration
with the bulk of EBITDA being derived from tire manufacturers.  

Positive factors supporting the ratings include:

   -- strong geographic, product and operational diversity;

   -- sizeable market leadership in the markets Solutia serves;

   -- sizeable revenue base (projected to exceed $3.5 billion in
      2007);

   -- the reduction in pre-bankruptcy liability exposure in the
      range of $1.3 billion;  

   -- improvement in pro forma revenues and EBITDA over the last
      four years excluding reorganization costs;

   -- the ability to share on a 50/50 basis with Monsanto
      environmental liabilities at certain sites if the costs
      exceed $325 million.

Moody's views management's track record and actions to effectively
cut costs and to improve Solutia's business profile during the
bankruptcy period as positive factors supporting the ratings.  
Moody's also believe that the acquisition of Flexsys was a logical
and strong strategic fit for the company.  Moody's believe that a
continued focus on efficiencies and maintaining market share is
critical to succeeding in the company's highly competitive
markets, which Moody's expect may face some pricing pressures in
the face of a potentially weaker global market, particularly in
the construction and automotive markets.

The Ba1 rating recognizes that the asset-based credit facilities
are secured by a first lien on inventory and receivables and a
second lien on assets securing the term loan.  The B1 rating on
the term loan recognizes the high proportion of the term loan in
Solutia's capital structure and the limited security provided the
first lien on assets not securing the asset-based credit facility
and the second lien on inventories and receivables.  In Moody's
opinion the collateral package for the term loan may not
adequately cover the loan in a default scenario.  The B2 rating on
the unsecured notes reflects their junior position in the capital
structure and the prospect of limited protection after the first
and second lien lenders have been provided for in a distressed
scenario.

The speculative grade liquidity SGL-3 rating reflects the
company's adequate liquidity and Moody's expectation of reasonable
retained cash flow, in excess of $150 million, for the fiscal year
ending 2008.  The rating is supported by Solutia's favorable debt
maturity profile and flexibility under the financial covenants for
the company's asset backed credit facility.  A factor limiting the
SGL rating is that the only external source of liquidity is a $400
million revolving credit facility and Moody's anticipates that
this facility will initially be drawn to a degree in 2008.  
Revolver borrowings are dictated by a borrowing base formula.

Solutia's stable outlook considers the strength of its franchise
in terms of its market positions and long-lived customer
relationships.  If operating performance is weaker than
anticipated or material increases in environmental liabilities
were to occur, the outlook or rating could turn negative.  To the
extent that Solutia reduces debt faster than expected, such that
debt/EBITDA metrics improve to less than 4.0 times on a permanent
basis or if environmental liabilities were deemed to be much
improved a positive change in outlook or rating could occur.

Solutia, headquartered in St. Louis, Missouri, produces and sells
a diverse portfolio of performance materials and specialty
chemicals. End markets for Solutia's products include automotive,
architectural, aerospace, process manufacturing, construction,
electronic/electrical, and industrial.  This is the first time
that Moody's has rated the debt of Solutia since withdrawing its
Ca issuer ratings in January of 2004 after the company's filing of
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.  Net sales for the last twelve months ending
September 30, 2007 were $3.3 billion.


SONA MOBILE: Completes $3 Million Offering of Notes & Warrants
--------------------------------------------------------------
Sona Mobile Holdings Corp. has closed its $3 million private
placement of convertible notes and warrants.

On Nov. 28, 2007, Sona issued and sold 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,
for gross proceeds of $3 million before payment of placement agent
fees and offering related expenses.

Roth Capital Partners LLC acted as exclusive placement agent in
connection with the transaction.  The net proceeds from the sale
of the Notes and Warrants will be used for working capital
purposes.

"This offering provides us with the capital necessary to expand
upon our market leading server-based gaming solutions," stated
Shawn Kreloff, chairman and chief executive officer of Sona. "We
are excited about our Company's prospects moving forward. We
exhibited our GLI certified server-based gaming system at the
Global Gaming Expo in Las Vegas running 21 different video slot,
table game, video poker, and race and sports applications-all
operating from a single fixed screen kiosk.
Secondly, communal play versions of roulette and baccarat were
also available from the same screen. Our server based gaming
products were well received by casino operators, cruise lines and
other wagering venues who saw our live demos."

The Notes, the Warrants and the shares of common stock issuable
upon conversion of the Notes, or as payment of interest in
accordance with the term of the Notes, and exercise of the
Warrants have not been registered under the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder or any applicable state securities laws, and may not
be offered or sold in the United States absent an effective
registration statement covering such securities or an applicable
exemption from such registration requirements.

                        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.

At Aug. 31, 2007, the company's balance sheet showed total assets
of 727.5 million, total liabilities of 359 million and total
shareholders' equity of 142,910.   

                       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.


SPARE BACKUP: Posts $4,674,055 Net Loss in Third Quarter
--------------------------------------------------------
Spare Backup Inc. reported a net loss of $4,674,055 on revenues of
$78,002 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $8,012,126 on revenues of $13,913 in the same period
last year.

The company reported an operating loss of $4,955,045 for the third
quarter of 2007, compared with an operating loss of $2,611,315 in
the third quarter last year.  The increase is mainly due to an
increase in sales, general and administrative expenses.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2,655,567 in total assets, $2,480,052 in total liabilities, and
$175,515 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $858,468 in total current assets
available to pay $2,480,052 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 ahttp://researcharchives.com/t/s?25e8

                       Going Concern Doubt

Sherb & Co. LLP expressed substantial doubt about Spare Backups'
ability to continue as a going concern after it audited the
company's financial statements for the year ended Dec 31, 2006 and
2005.  The auditing firm pointed to the company's net losses of
$14,478,439, cash used in operations of $6,719,706, and working
capital deficit of $11,852,100 for the year ended Dec. 31, 2006.

                       About Spare Backup

Headquartered in Palm Desert, Calif.,Spare Backup Inc. (OTC BB:
NWPO) -- http://www.sparebackup.com/-- offers Spare Backup, a  
fully-automated remote backup solution designed and developed
especially for the small office or home environment which
automatically and efficiently backs up all data on selected
laptop or desktop computers.


SUNCHASE CAPITAL: Taps Gatewood Co. as Real Estate Consultant
-------------------------------------------------------------
Sunchase Capital Partners XI LLC seeks permission from the
U.S. Bankruptcy Court for the District of Maryland to employ
Gatewood Company Inc. as its real estate consultant.

The Debtor relates that it filed for bankruptcy to stop the
foreclosure sale of its 150 acres of undeveloped real property
located in St. Mary's County, Maryland.  The property was
subjected to a senior lien held by Tudor Hall Funding LLC, its
lender prior to bankruptcy filing, and to a second lien held by a
group of investors that collectively invested $12,412,000 in the
property.

The Debtor has determined to engage a commercial real estate
consultant to help them in maximizing the value of the property
and recovery from its creditors.

Specifically, the Debtor expects Gatewood to:

   a. provide real estate consulting and valuation services
      with respect to the Property;
   
   b. assist the Debtor in connection with the formulation of
      business plans for realizing the highest values for the
      Property;
   
   c. prepare for and attending out of office meetings; and
   
   d. prepare for and provide deposition testimony and
      courtroom testimony, when requested by the Debtor.

The Debtor tells the court that the firm's professionals assigned
in its case and their hourly rates are:

   1. Isabelle Gatewood: $150/hour, with a $750 minimum for
      meetings held outside of Gatewood's office or at the
      Property; and
  
   2. Jane Gatewood: $100/hour, with a $500 minimum for
      meetings held outside of Gatewood's office or at the
      Property.

The Debtor says it paid Gatewood a $10,000 flat fee for providing
its initial report which includes a valuation advice and advice
regarding the best course of action to maximize the value of the
Property.  

In addition, on Oct. 2, 2007, the Debtor says it paid Gatewood a
$5,000 retainer from certain Class A investors, in connection for
the service provided.

To the best of the Debtor's knowledge, Gatewood is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Based in Columbia, Maryland, Sunchase Capital Partners XI, LLC
provides capital to high turnover business.  The Debtor filed for
chapter 11 protection on Sept. 10, 2007 (Bankr. D. Md. Case No.
07-18677).  The Debtors' schedules listed total assets of
$15,200,878 and total liabilities of $18,833,219.


STALLION OILFIELD: Increased Leverage Cues Moody's to Cut Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Stallion Oilfield Services
Ltd. Corporate Family Rating and probability of default rating to
B3 from B2.  Concurrently, Moody's downgraded Stallion's $300
million senior unsecured notes and $250 million senior unsecured
term loan to Caa1, LGD 4 (66%) from B3, LGD 4 (66%), and its $75
million senior secured term loan and $175 million senior secured
revolver to Ba3 LGD 2, (10%) from Ba2, LGD 1 (9%).  The outlook is
changed from negative to stable.

"The downgrade of Stallion's ratings reflects the company's
significant increase in financial leverage combined with softer
market conditions and an uncertain outlook for its planned equity
offering," commented Pete Speer, Moody's Vice-President/Senior
Analyst.

When Moody's assigned the B2 CFR and B3 rating to Stallion's
senior unsecured notes, the rating contemplated that the company
would continue its acquisition strategy but with some meaningful
equity funding to maintain a capital structure and leverage
profile consistent with those ratings.  Since the January 2007
bond offering the company has entered into agreements to acquire 8
companies for approximately $335 million, compared to $207 million
of acquisitions in 2006 and approximately $321 million from the
company's inception through the bond offering.  This accelerated
pace and scale of acquisitions funded solely with debt has raised
the risks to creditors and bondholders to levels inconsistent with
the existing ratings.  Debt/Capitalization has increased from 66%
when Moody's assigned the original ratings to 80% at September 30,
2007.

Stallion filed a registration statement with the SEC last April to
sell up to $400 million in common stock; approximately
$300 million of which management estimates would generate proceeds
for Stallion with the remainder being sales by existing
shareholders.  The filing was amended in June 2007 and Stallion's
management and ownership deferred the offering until the fourth
quarter of 2007 due to considerations regarding market conditions
and pricing. Now the offering has been deferred into 2008.  The
weaker market conditions and concerns regarding the potential for
softer natural gas prices driving further reductions in onshore
drilling activity have adversely effected the valuations of
smaller oilfield service companies like Stallion that are North
American focused and significantly tied to the drillbit.  
Therefore there is too much uncertainty regarding whether or not
the IPO will occur and what amount would be raised for Stallion to
retain its B2 CFR.

The stable outlook is based on Stallion's stated plans to
significantly reduce its capital expenditures and acquisitions in
order to maintain adequate liquidity.  The company had
$9.4 million of cash at September 30, 2007 and approximately
$84 million of availability under its $175 million revolving
credit facility at Nov. 6, 2007.  Other than some relatively small
notes payable to sellers and amortization payments on its senior
secured term loan, Stallion has no significant debt maturities for
several years.

Between competitors bringing additional equipment to the market
and somewhat stagnant demand due to concerns regarding natural gas
prices, pricing and activity levels have been softer for Stallion
and other North American onshore focused oilfield services
companies.  If market conditions were to significantly
deteriorate, the ratings could come under further pressure.

If Stallion is able to complete its planned IPO then a positive
rating action is possible, depending on the amount of equity
raised and applied to debt reduction, the company's future
acquisition plans and our outlook for the sector at that time.

Stallion Oilfield Services Ltd., a private company headquartered
in Houston, Texas, is a provider of wellsite support and
construction, logistic and production services to E&P companies
and drillers throughout the United States and offshore Gulf of
Mexico.


TERWIN MORTGAGE: Moody's Cuts Rating on Class M-2 Certs. to B3
--------------------------------------------------------------
Moody's Investors Service has downgraded two certificates and has
placed on watch two certificates issued by Terwin Mortgage Trust
2004-EQR1.  The underlying collateral consists of non-performing,
fixed-rate and adjustable-rate, first-lien residential mortgage
loans.

The subordinate classes are downgraded based on the low credit
enhancement levels compared to the current loss projections.  This
transaction is not performing as anticipated due to the rising
loss severities, delinquency rates and realized losses.

Complete rating actions are:

Issuer: Terwin Mortgage Trust, Series 2004-EQR1
  -- Class M-1, Currently Aa2, on review for possible downgrade
  -- Class M-2, Downgraded to B3 from Ba1 and on review for
     possible downgrade
  -- Class B-1, Downgraded to C from Caa3


THORPE INSULATION: Wants to Hire Snyder Miller as Special Counsel
-----------------------------------------------------------------
Thorpe Insulation Company asks the U.S. Bankruptcy Court for the
Central District of California for authority to employ Snyder
Miller & Orton LLP as its special litigation counsel.

The Debtor expects Snyder to work in conjunction with Morgan,
Lewis & Bockius LLP, in providing legal services to the Debtor in
the management and resolution of its asbestos-related liabilities.  
The Debtor has signed a special fee agreement with Morgan dated
Jan. 13, 2006, and executed by the Debtor on Jan. 16, 2006.

Specifically, Snyder will:

   a. assist in the negotiation of settlements with insurance
      carriers and with related matters that may become pertinent
      in the approval of the settlements by the Court;
  
   b. advise in connection with seeking and obtaining insurance
      coverage for asbestos-related suits and claims;

   c. reconstruct historical insurance or so-called "insurance
      archeology";

   d. analyze potentially responsive coverage;

   e. provide advice regarding the responsiveness of the coverage
      to the Debtor's asbestos suits;

   f. provide advice in connection with a reorganization to
      preserve the Debtor's assets for its creditors and to allow
      the Debtor to deal with its asbestos suits in an orderly
      fashion;

   g. provide assistance to the Debtor's general bankruptcy
      counsel, Pachulski Stang Ziehl & Jones LLP with respect to
      insurance and asbestos liabilities in connection with a
      reorganization to preserve the Debtor's assets for its
      creditors and to allow the Debtor to deal with its asbestos
      suits in an orderly fashion;

   h. provide other assistance to the Debtor's general bankruptcy
      counsel, Pachulski Stang with respect to insurance and
      asbestos liabilities as they pertain to these reorganization
      proceedings, including preparation of a plan of
      reorganization, filing of appropriate papers and appearances
      before the Bankruptcy Court; and

   i. as necessary, take on ancillary or related tasks to
      accomplish the foregoing.

The principal attorney designated to represent the Debtor is
Stephen M. Snyder, Esq.  His current standard hourly rate is $650
per hour.  Other attorneys may perform services and their hourly
rates currently range from $350 to $600.  Paralegal time will be
billed at $150 per hour.

To the best of the Debtor's knowledge, the firm does not have any
interest materially adverse to the interest of the estate.

The Honorable Sheri Bluebond will hear the Debtor's request on
Dec. 12, 2007, at 10:00 a.m.

                     About Thorpe Insulation

Long Beach, California-based Thorpe Insulation Company, formerly
Plant Insulation Company, was incorporated in April 10, 1948.  It
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.  
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.

Pacific is a southwest commercial and industrial insulation
distributor and fabricator with locations in Southern and Northern
California, Arizona, and Nevada.  It provides pipe, air handling,
fire barrier, board and blanket insulation as well as adhesives,
mastics and sealants.  Pacific has never installed or sold any
materials containing asbestos. It currently has 55 full-time
employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.


THORPE INSULATION: Committee Taps Caplin & Drysdale as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Thorpe Insulation Company and Pacific Insulation Company
asks the U.S. Bankruptcy Court for the Central District of
California for authority to retain Caplin & Drysdale, Chartered as
its national bankruptcy counsel, nunc pro tunc to Oct. 25, 2007.

Caplin & Drysdale will:

   a. advise the Committee with respect to matters of bankruptcy
      law, including applicable rules, guidelines and other
      requirements;

   b. advise the Committee with regard to its powers, rights,
      and duties under bankruptcy law;

   c. assist and advise the Committee in its consultations with
      the Debtor and other committees relative to the overall
      administration of the estates;

   d. represent the Committee at hearings to be held before the
      Court and communicating with the Committee regarding the
      matters heard and issues raised as well as the decisions and
      considerations of the Court;

   e. assist and advise the Committee in its examination and
      analysis of the Debtor's conduct and financial affairs;

   f. review and analyze all applications, orders, operating
      reports, schedules and statements of affairs filed and to be
      filed with the Court by the Debtor or other interested
      parties in the case; advise the Committee as to the
      necessity and propriety of the foregoing and their impact
      upon the rights of asbestos-health related claimants, and
      upon the case generally; and, after consultation with and
      approval of the Committee or its designee(s), consenting to
      or otherwise objecting to appropriate orders on its behalf ;

   g. assisting the Committee in monitoring the progress of the
      Debtor's administration of the case;

   h. assist the Committee in preparing appropriate legal
      pleadings and proposed orders as may be required in support
      of positions taken by the Committee and preparing witnesses
      and review relevant documents;

   i. coordinate the receipt and dissemination of information
      prepared by and received from the Debtor's independent
      certified accountants or other professionals retained by it
      as well as information as may be received from independent
      professionals engaged by the Committee and other committees,
      as applicable;

   j. advise and assist the Committee with regard to the
      formulation, negotiation, proposal and confirmation of a
      plan of reorganization;

   k. assist the Committee in the solicitation and filing with the
      Court of acceptances or rejections of any proposed plan or
      plans of reorganization;

   l. assist and advise the Committee with regard to  
      communications to the asbestos-related claimants regarding
      the Committee's efforts, progress and recommendation with
      respect to matters arising in the case as well as proposed
      plan of reorganization; and

   m. assist the Committee generally by providing other services
      as may be in the best interest of the creditors represented
      by the Committee.

The current hourly rates of the firm's professionals are:

   Professional                 Designation      Rate
   ------------                 -----------      ----
   Peter Van N. Lockwood, Esq.  Member           $840
   Ronald E. Reinsel, Esq.      Member           $640
   Ann C. McMillan, Esq.        Member           $580
   Leslie M. Kelleher, Esq.     Counsel          $510
   Jeffrey A. Liesemer, Esq.    Counsel          $495
   Kevin C. Maclay, Esq.        Counsel          $485
   Jeffrey P. Wehner, Esq.      Counsel          $475
   Jeanna Rickards, Esq.        Associate        $270
   David Smith                  Paralegal        $235
   Samira Taylor                Paralegal        $195

The Committee believes that the employment of Caplin & Drysdale
will enhance and will not duplicate the efforts of Heller Ehrman
LLP, the Committee's proposed local case operations bankruptcy co-
counsel.  The Committee understands that Caplin & Drysdale will
work with the Committee's other professionals to avoid duplication
of services.

The Committee relates that Caplin & Drysdale has extensive
experience in advising and representing committees in Chapter 11
cases involving asbestos-related claims and Bankruptcy Code
section 524(g)-related issues, and will take the lead role in
advising the Committee on its overall strategy and the formulation
and negotiation of a Chapter 11 plan.

The Committee expects that Heller Ehrman and Caplin & Drysdale
will coordinate with each other.

The firm can be reached at:

             Peter Van N. Lockwood, Esq.
             Ronald E. Reinsel, Esq.
             Caplin & Drysdale, Chartered
             One Thomas Circle, Northwest
             Washington, DC 20005
             Tel: (202) 862-5000
             Fax: (202) 429-3301
             http://www.capdale.com/

Judge Sheri Bluebond has set a hearing at 10:00 a.m. on Dec. 12,
2007, at Courtroom 1475, 155 E. Temple St., 14th Floor in Los
Angeles, California, for considering approval of the Committee's
request for counsel retention.

                      About Thorpe Insulation

Long Beach, California-based Thorpe Insulation Company, formerly
Plant Insulation Company, was incorporated in April 10, 1948.  It
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.  
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.

Pacific is a southwest commercial and industrial insulation
distributor and fabricator with locations in Southern and Northern
California, Arizona, and Nevada.  It provides pipe, air handling,
fire barrier, board and blanket insulation as well as adhesives,
mastics and sealants.  Pacific has never installed or sold any
materials containing asbestos. It currently has 55 full-time
employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.


THORPE INSULATION: Committee Wants Heller Ehrman as Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Thorpe Insulation Company and Pacific Insulation Company
asks the U.S. Bankruptcy Court for the Central District of
California for authority to retain Heller Ehrman LLP as its
bankruptcy co-counsel, nunc pro tunc to Oct. 25, 2007.

Heller Ehrman will:

   a. advise the Committee with respect to matters of bankruptcy
      law, including applicable rules, guidelines and other
      requirements;

   b. advise the Committee with regard to its powers, rights,
      and duties under bankruptcy law;

   c. assist and advise the Committee in its consultations with
      the Debtor and other committees relative to the overall
      administration of the estates;

   d. represent the Committee at hearings to be held before the
      Court and communicating with the Committee regarding the
      matters heard and issues raised as well as the decisions and
      considerations of the Court;

   e. assist and advise the Committee in its examination and
      analysis of the Debtor's conduct and financial affairs;

   f. review and analyze all applications, orders, operating
      reports, schedules and statements of affairs filed and to be
      filed with the Court by the Debtor or other interested
      parties in the case; advise the Committee as to the
      necessity and propriety of the foregoing and their impact
      upon the rights of asbestos-health related claimants, and
      upon the case generally; and, after consultation with and
      approval of the Committee or its designee(s), consenting to
      or otherwise objecting to appropriate orders on its behalf ;

   g. assisting the Committee in monitoring the progress of the
      Debtor's administration of the case;

   h. assist the Committee in preparing appropriate legal
      pleadings and proposed orders as may be required in support
      of positions taken by the Committee and preparing witnesses
      and review relevant documents;

   i. coordinate the receipt and dissemination of information
      prepared by and received from the Debtor's independent
      certified accountants or other professionals retained by it
      as well as information as may be received from independent
      professionals engaged by the Committee and other committees,
      as applicable;

   j. advise and assist the Committee with regard to the
      formulation, negotiation, proposal and confirmation of a
      plan of reorganization;

   k. assist the Committee in the solicitation and filing with the
      Court of acceptances or rejections of any proposed plan or
      plans of reorganization;

   l. assist and advise the Committee with regard to  
      communications to the asbestos-related claimants regarding
      the Committee's efforts, progress and recommendation with
      respect to matters arising in the case as well as proposed
      plan of reorganization; and

   m. assist the Committee generally by providing other services
      as may be in the best interest of the creditors represented
      by the Committee.

The current hourly rates of the firm's professionals are:

   Professional                  Designation      Rate
   ------------                  -----------      ----
   Peter J. Benvenutti, Esq.     Shareholder      $695
   Margaret M. Mann, Esq.        Shareholder      $640
   Robert A. Trodella, Jr., Esq. Associate        $520
   Michaeline H. Correa, Esq.    Associate        $485
   Brett Stone                   Paralegal        $265

The Committee believes that the employment of Heller Ehrman will
enhance and will not duplicate the efforts of its proposed co-
counsel Caplin & Drysdale, Chartered, the Committee's proposed
national bankruptcy counsel.

The Committee believes that the members of Heller Ehrman who will
be engaged in the matter are well qualified to represent its
interests in the Chapter 11 case.

The Committee assures the Court that Heller Ehrman does not
represent an interest adverse to the Committee or the estate.

The firm can be reached at:

             Heller Ehrman LLP
             333 South Hope Street, 39th Floor
             Los Angeles, CA 90071-1406
             Tel: (213) 689-0200
             Fax: (213) 614-1868
             http://www.hellerehrman.com/

Judge Sheri Bluebond has set a hearing at 10:00 a.m. on Dec. 12,
2007, at Courtroom 1475, 155 E. Temple St., 14th Floor in Los
Angeles, California, for considering approval of the Committee's
request for counsel retention.

                     About Thorpe Insulation

Long Beach, California-based Thorpe Insulation Company, formerly
Plant Insulation Company, was incorporated in April 10, 1948.  It
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.  
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.

Pacific is a southwest commercial and industrial insulation
distributor and fabricator with locations in Southern and Northern
California, Arizona, and Nevada.  It provides pipe, air handling,
fire barrier, board and blanket insulation as well as adhesives,
mastics and sealants.  Pacific has never installed or sold any
materials containing asbestos. It currently has 55 full-time
employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.


TIDELANDS OIL: Posts $877,775 Net Loss in Third Quarter
-------------------------------------------------------
Tidelands Oil & Gas Corp. reported a net loss of $877,775 on total
revenues of $392,596 for the third quarter ended Sept. 30, 2007,
compared to a net loss of $3.8 million on total revenues of
$355,937 in the same period last year.

The revenue increase resulted from increasing volumes of propane
sold by the company's Sonterra Energy Corporation subsidiary to
residential customers plus related construction service increases
and initial revenues from the company's natural gas wells of
$8,392, which offset a decline in transportation revenue from the
Reef Ventures L.P. pipeline crossing into Piedras Negras,
Coahuila, Mexico.

The primary reason for the substantial reduction in loss for the
three months ended Sept. 30, 2007, versus the three months ended
Sept. 30, 2006, was the reduction of interest expense from the
convertible debentures in combination with improved operating
margins.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$13.1 million in total assets, $12.2 million in total liabilities,
and $842,875 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.7 million in total current
assets available to pay $12.2 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?25e9

                       Going Concern Doubt

Baum & Company P.A., in Coral Springs, Florida, expressed
substantial doubt about Tidelands Oil & Gas Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2006.  The auditing firm pointed to the company's   
recurring losses from operations and net working capital
deficiency.

                       About Tidelands Oil

Based in San Antonio, Texas, Tidelands Oil & Gas Corporation
(OTC BB: TIDE.OB) -- http://www.tidelandsoilandgas.com/--   
develops and operates mid-stream oil and gas projects including
natural gas pipeline infrastructure, retail natural gas liquids  
sales, and natural gas receiving and storage facilities.


TRANS ENERGY: Board Authorizes Common Share Buy-Back Program
------------------------------------------------------------
Trans Energy Inc.'s board of directors, at its meeting this month,
approved a common share buy-back program to be executed
immediately by the company.  The program allows Trans Energy Inc.
to purchase its own shares through brokers or directly from
shareholders, and will begin immediately.

Although the board allocated a maximum of $500,000 to carry out
the program, the company is not obligated to purchase any specific
number of outstanding shares, and will reevaluate the program on
an ongoing basis.

Company CEO and president James Abcouwer described the company's
decision to go forward with the program; "Management and the board
feel, first and foremost, that the current value of the company's
shares represents an opportunity to invest capital wisely.  Our
business is creating value by identifying oil and gas reserves and
realizing their potential through the leasing-exploration-
development process.  

"While we do have much opportunity in this, our core business, as
evidenced by our current drilling program, that won't prevent us
from creating value in other ways, on a limited basis," Mr.
Abcouwer added.  "In addition, we have many current
shareholders with a small number of shares.  If the program
creates an opportunity for some of those people looking to sell
their shares, that will also be a positive thing."

Mr. Abcouwer explained that any share purchases under the program
will be funded out of the company's cash reserves, and that no
additional borrowing would be done to finance any of those
purchases.  He added that, while the program is not part of any
effort to take the company private, the company's management and
Board continue to discuss the relative costs and benefits of
remaining public, given the company's small size. Mr. Abcouwer
anticipates those discussions and evaluations will continue.

Trans Energy shareholders interested in taking advantage of the
share buy-back program are invited to contact their broker or fax
company rep Monica Sponsler at 304-422-4064.  

Shareholders' contact message will not obligate to sell any
shares, but shareholders are asked to indicate the number of
shares held and indicate the preferred contact information.

Shareholders without fax or email are invited to call Ms. Sponsler
at (304) 422-4062 or write her at 820 Market St., Ste. 100,
Parkersburg, WV 26101.

                        About Trans Energy

Headquartered in St. Marys, West Virginia, Trans Energy Inc. (OTC
BB: TENGE.OB) -- http://www.transenergyinc/-- is an oil and gas  
exploration and development company in the Appalachian Basin.  The
company has offices in Parkersburg.  The company, operating since
1994, restructured itself during 2006 with a new management team,
a focus on oil and gas development, and a business plan for rapid
growth.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $10,994,376, and total liabilities $11,044,080, resulting to a
shareholders' deficit of $49,704.

                       Going Concern Doubt

Malone & Bailey PC, in Houston, expressed substantial doubt about
Trans Energy 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
significant losses from operations, accumulated deficit of
$33,026,735, and working capital deficit of $2,610,953 at Dec. 31,
2006.

Trans Energy has incurred cumulative operating losses through
June 30, 2007, of $33,485,261.  Historically, the company's  
revenues have not been sufficient to cover operating costs.


TRIAXX FUNDING: Fitch Cuts Rating on $80MM Notes to BB from AA
--------------------------------------------------------------
Fitch has downgraded these two classes of notes from Triaxx
Funding High Grade I, Ltd. effective immediately:

  -- $80,000,000 class B-1 mezzanine floating-rate notes to
     'BB' from 'AA';
  -- $41,000,000 class B-2 mezzanine floating-rate notes to 'B'
     from 'BB'.

All the classes remain on Rating Watch Negative.

The ratings of the class B-1 and class B-2 notes reflect the
likelihood that investors will receive periodic interest payments
through the redemption date as well as their respective stated
principal balances.

Triaxx Funding High Grade I Ltd. invests in 'AAA' rated
residential mortgage backed securities assets using proceeds
raised by issuing notes and equity and using repo funding.  The
credit quality of the underlying assets has remained stable but
the market prices have continued to drop.  The downgrades are due
to concerns about potential margin calls by the repo counterparty
if there is a further drop in market prices.


TRIBUNE CO: FCC OKs Transfer of Licenses and Waivers Extension
--------------------------------------------------------------
The Federal Communications Commission has approved the transfer of
Tribune Company's broadcasting licenses and the extension of its
cross-ownership waivers in markets where the company owns both a
television station and a newspaper.

Tribune's going-private transaction is expected to close by year
end after satisfaction of the remaining closing conditions,
including the receipt of a solvency opinion and completion of the
committed financing.

"We appreciate this action by the FCC, which allows our
transaction to move forward," Dennis FitzSimons, Tribune chairman,
president and chief executive officer, said.  "We look forward to
implementing the new ownership structure that will enable us to
focus all of our energy and resources on Tribune's future."

On April 2, 2007, Tribune disclosed its intention to become a
private company, owned 100% by an employee stock ownership plan.  
When the transaction closes, Sam Zell's investment in the company
will increase to $315 million and he will become chairman of
Tribune's board of directors.

To complete the transaction, Tribune sought FCC approval to
transfer the operating licenses of its broadcast stations to new
ownership.  The company also asked for an extension of existing
waivers of the FCC's cross-ownership rule in New York, Los
Angeles, Hartford and South Florida -- markets in which Tribune
operates both a newspaper and television station.

The waivers granted are temporary, pending the outcome of the
FCC's ongoing review of media ownership rules.  In Chicago, the
company will be exempt from cross-ownership restrictions through a
permanent waiver provision.

                     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.


TRIBUNE CO: Projected Low Revenue Cues Moody's to Cut Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded Tribune Company's Corporate
Family rating to B1 from Ba3, Probability of Default rating to B1
from Ba3 and associated debt ratings as detailed below.  The
downgrade reflects Moody's estimate that projected advertising
revenue, EBITDA and cash flow generation will be lower than
previously anticipated in 2008 and 2009 as a result of the ongoing
challenges associated with a difficult revenue environment facing
the newspaper industry including a soft residential real estate
market and heightened competition from alternative advertising
channels such as the Internet.

The rating agency stated that debt protection measures will be
meaningfully weaker than anticipated on April 23, 2007, the date
of the prior rating action. Specifically, debt-to-EBITDA and free
cash flow-to-debt in 2009 are likely to be in the range of 6.5x
and 3%, respectively, notwithstanding tax settlement and asset
sale proceeds in excess of Moody's prior projections.  The rating
action is unrelated to Tribune's plan to go private in a
transaction led by Sam Zell and all ratings remain on review for
downgrade due the transaction.

Downgrades:

Issuer: Tribune Company
  -- Corporate Family Rating, Downgraded to B1 from Ba3
  -- Probability of Default Rating, Downgraded to B1 from Ba3
  -- Issuer Rating, Downgraded to B3 from B2
  -- Senior Secured Bank Credit Facility, Downgraded to Ba3,
     LGD3-36% from Ba2, LGD3-37%
  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3,
      LGD5-84% from B2, LGD5-84%
  -- Senior Unsecured Medium-Term Note Program, Downgraded to
     B3 from B2
  -- Subordinate notes (PHONES), Downgraded to B3, LGD6-93%
     from B2, LGD6-93%
  -- Multiple Seniority Shelf, Downgraded to (P)B3 from (P)B2

Moody's also indicated that completion of the Zell-ESOP
transaction would result in a further downgrade of the CFR to B3
with a stable rating outlook.  This is one notch lower than
Moody's earlier expectation for a B2 CFR upon completion of the
privatization plan.  Moody's believes the aforementioned reduction
in earnings through 2009 will lead to debt-to-EBITDA in an 8.5-
9.5x range for 2009 and EBITDA less capital expenditures to
interest in a 1-1.2x range.  These metrics are weaker than the
levels Moody's had previously anticipated at the B2 CFR rating,
including debt-to-EBITDA of 8.25x or lower by 2009 and EBITDA less
capital expenditures to interest sustained above 1.2x.  Tribune's
shareholders approved the privatization plan in Aug. 2007 and
Tribune plans to close the transaction by the end of 2007 pending
receipt of necessary FCC cross ownership waivers.

If the Zell-ESOP transaction is not completed, Moody's expects to
confirm the B1 CFR with a stable rating outlook.

Tribune Company, headquartered in Chicago, Illinois, is a leading
media company with revenue of approximately
$5.2 billion from continued operations, is the second largest U.S.
newspaper publisher, and also operates television and radio
broadcasting and interactive services.  The company owns 23
television stations including a VHF station in each of the top
three metro markets, and TV-newspaper duopolies in New York, Los
Angeles, Chicago, Miami, and Hartford.  In addition, Tribune owns
equity interests in a variety of media enterprises including
CareerBuilder and the Food Network.


TYCO INTERNATIONAL: Incurs $1.7 Billion Net Loss in Year 2007
-------------------------------------------------------------
Tyco International Ltd. reported that its net revenue increased
$1.4 billion, or 8.3%, to $18.7 billion for the year ended
Sept. 30, 2007, as compared to $17.3 billion in 2006 as a result
of growth in all of its segments.  The increase in net revenue was
largely driven by Flow Control as a result of volume growth from
continued strength in most industrial end markets.

Operating income decreased $3.1 billion for 2007.  Operating
income was primarily impacted by the class action settlement
charge, net of $2.862 billion.

Tyco incurred a net loss of $1.7 billion for the year ended
Sept. 30, 2007, as compared with a net income of $3.6 billion a
year ago.

                           Acquisitions

During 2007, cash paid for acquisitions included in continuing
operations, primarily within ADT Worldwide, Safety Products and
Flow Control, totaled $31 million.

Cash paid for acquisitions by businesses included in continuing
operations during 2006 and 2005 totaled $5 million and $6 million,
respectively.

These acquisitions were funded utilizing cash from operations.

                 Liquidity and Capital Resources

The net change in total working capital was a cash decrease of
$405 million in 2007.  The significant changes in working capital
included a $166 million increase in inventories, a $128 million
increase in accounts receivable, and $244 million of changes in
income taxes, net, which includes a payment of legacy tax
liabilities.

Additionally, working capital includes the collection of
$38 million related to restitution owed by Mark H. Swartz, former
Chief Financial Officer and Director, and $98 million related to
the restitution owed by L. Dennis Kozlowski, former Chairman and
Chief Executive Officer.

                          Capitalization

Shareholders' equity was $15.6 billion or $31.50 per share, at
Sept. 28, 2007, compared to $35.4 billion or $71.06 per share, at
Sept. 29, 2006.  Shareholders' equity decreased $19.8 billion
primarily due to the distribution of Covidien and Tyco Electronics
to shareholders.  The decrease was also due to net loss of
$1.7 billion, the repurchase of common shares by a subsidiary of
$727 million, and dividends declared of $668 million, offset by
favorable changes in foreign currency exchange rates of
$883 million.

In connection with the Separation, as approved by the company's
Board of Directors, TYco executed a reverse stock split, and as a
result, four Tyco shares were converted into one share.

As of Sept. 30, 2007, the company's balance sheet showed
$32.8 billion in total assets and $17.1 billion in total debts.

A full-text copy of the company's annual report for 2007 is
available for free at http://ResearchArchives.com/t/s?25da

                   Notice of Default from BoNY

In its annual report for the year ended Sept. 28, 2007, Tyco said
that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.

The notice claims that the actions taken by the company in
connection with its separation into three public entities
constitute events of default under the indentures.

                           About Tyco

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
(BSX: TYC) -- http://www.tyco.com/-- provides vital products and   
services to customers in four business segments: Electronics, Fire
& Security, Healthcare, and Engineered Products & Services.  With
2006 revenue of $41 billion, Tyco employs approximately 240,000
people worldwide.

Effective June 29, 2007, Tyco International Ltd. completed the
spin-offs of Covidien and Tyco Electronics, formerly its
Healthcare and Electronics businesses, respectively, into
separate, publicly traded companies in the form of a distribution
to Tyco shareholders.


UNITY WIRELESS: Sept. 30 Balance Sheet Upside-Down by $618,134
--------------------------------------------------------------
Unity Wireless Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $18.5 million in total assets and $19.1 million in
total liabilities, resulting in a $618,134 total shareholders'
deficit.

At Sept. 30, 2007, the company's consolidated balance sheet showed
strained liquidity with $4.2 million in total current assets
available to pay $14.0 million in total current liabilities.

The company reported a net loss of $3.8 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$2.3 million in the same period a year ago.

Sales for the three-month period ended Sept. 30, 2007, were
$1.1 million, a decrease of 29%, from $1.5 million for the three-
month period ended Sept. 30, 2006.  The decrease was primarily due
to fluctuations in the delivery of the company's production volume
projects to its customers.

The increase in net loss was primarily the result of the increase
in amortization of intangible assets and the additional research
and development expenses relating to the acquired companies.

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?25e7

                       Going Concern Doubt

KPMG LLP, in Vancouver, Canada, expressed substantial doubt about
Unity Wireless Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations.

                       About Unity Wireless

Headquartered in Burnaby, British Columbia, Canada, Unity Wireless
Corp. (OTC BB: UTYW.OB) -- http://unitywireless.com/-- is a  
developer and manufacturer of coverage enhancement products for
wireless carriers including tower mounted amplfiers, tower mounted
boosters, In-door & Out-door Repeaters, and Microwave links, as
well as HPAs and integrated RF front ends for large base station
OEMs.


USG CORP: Court Wants Ex-Financial Advisor's Conduct Investigated
-----------------------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware has authorized the United States Trustee for
Region 3 to appoint an examiner to investigate the conduct of L.
Tersigni Consulting, P.C., in the asbestos cases of W.R. Grace &
Co., Federal Mogul Corporation, and G-I Holdings, Inc.

Tersigni was engaged by the asbestos creditors committees to
provide accounting and business advisory services related to the
Chapter 11 cases of USG Corp., W.R. Grace & Co., ACandS, Inc.,
Federal Mogul Global, Inc., The Flintkote Co. W.D. Pa., Global
Industrial Technologies, Inc., North American Refractories Co.,
Pittsburgh Corning Corp., Burns & Roe Enterprises, Inc.,
Congoleum Corp., G-I Holdings, Inc., Quigley Co., Inc., Armstrong
World Industries, Inc., Combustion Engineering, Inc., Owens
Corning, Kaiser Aluminum, Inc., Mid-Valley, Inc., and Babcock &
Wilcox Co.

Upon preliminary investigation, the U.S. Trustee has suspected
that Tersigni engaged in improper billing practices.  In August
2007, the U.S. Trustee called for the appointment of an examiner
to conduct a probe on the firm.

At a hearing on Nov. 13, 2007, in the Pittsburgh Corning
case, Joseph Sisca, Esq., representing the office of the U.S.
Trustee, advised the Court of several concerns raised by certain
parties-in-interest regarding the allocation of costs of the
examiner.

That same day, Tersigni filed for Chapter 11 bankruptcy
protection before the U.S. Bankruptcy Court for the District of
Connecticut, Bridgeport Division.  The firm filed a plan of
liquidation on November 19.

The Asbestos Committee in the Federal Mogul cases has urged the
Court to direct the U.S. Trustee to nominate the same person
in any Chapter 11 case seeking an examiner for the review of
Tersigni's conduct.

Judge Fitzgerald directed the U.S. Trustee and the Examiner to
meet and confer with the asbestos companies and other interested
parties to discuss the scope of the Examiner's work and the
appropriate allocation of its costs and fees and of any
professional the Examiner may hire.

Judge Fitzgerald further directed the Examiner to cooperate fully
with any governmental agencies, provided that the Examiner's
cooperation will not be deemed a "public disclosure" and that
nothing in the Court order will prejudice any party-in-interest's
right to protect documents, information or privileges.  

The U.S. Trustee is required to consult with the parties-in-
interest to determine the appropriate candidate for the Examiner
position and refer back to the Bankruptcy Court for approval.

Judge Fitzgerald will hear any development made by the parties-
in-interest on the matter on December 11, 2007.  The parties-in-
interest and the U.S. Trustee, without the Court's involvement,
held weekly conference calls on November 19 and 26, and will hold
conference calls on December 3 and 10.

                      Bankruptcy After Death

The Chapter 11 Petition was filed by Nancy A. Tersigni, executrix
of the estates of Loreto Tersigni, the sole equity security
holder of the firm.  Mr. Tersigni died in May 2007.

The firm stated in its Chapter 11 Petition that significant
claims have threatened its operations after Mr. Tersigni's death.

The firm's Liquidation Plan provides for the liquidation to cash
of all of Tersigni's property, including Tersigni's rights under
Chapter 5 of the Bankruptcy Code, and the distribution of those
proceeds in accordance with the scheme of absolute priority under
the Bankruptcy Code.  

Chapter 5 addresses, among other things, the estate's rights
regarding preferences, fraudulent conveyances, postpetition
transfers and limitations of the estate's avoidance powers.

Under the Tersigni Plan, recovery for general unsecured claims is
unknown.  Unsecured claim holders can recover up to 100%, only a
fraction, or no distribution of their allowed claims.

Marc Stuart Goldberg, Esq., at M. Stuart Goldberg, LLC, in New
York, serves as the firm's lead bankruptcy counsel.  Carol A.
Felicitta, Esq., at Reid and Siege, P.C., in New Haven,
Connecticut, serves as the firm's Connecticut counsel.

                         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.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--   
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.  Lewis
Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes, Esq.,
represent the Official Committee of Unsecured Creditors.  Elihu
Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin &
Drysdale, Chartered, represent the Official Committee of Asbestos
Personal Injury Claimants.  Martin J. Bienenstock, Esq., Judy G.
Z. Liu, Esq., Ralph I. Miller, Esq., and David A. Hickerson, Esq.,
at Weil Gotshal & Manges LLP represent the Statutory Committee of
Equity Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.
(USG Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Executes Merger Agreement with US BioEnergy
-----------------------------------------------------------
VeraSun Energy Corp. and US BioEnergy Corp. have entered into a
definitive merger agreement, which has been unanimously approved
by the board of directors of each company.

The merger is expected to close during the first quarter of 2008,
pending shareholder approval, anti-trust regulatory clearance and
the completion of other customary conditions.

Under the merger agreement, 0.81 share of VeraSun common stock
will be issued for each outstanding share of US BioEnergy common
stock, representing a premium of approximately 11% based on
Nov. 23, 2007, closing prices.  The existing VeraSun shares will
remain outstanding and will represent approximately 60% of the
shares outstanding after the merger.

Donald L. Endres, VeraSun chairman, CEO and president, will remain
CEO of the combined company, and US BioEnergy president and CEO
Gordon Ommen will serve as chairman after the closing of the
merger.

Danny C. Herron, VeraSun senior vice president and chief financial
officer, will become president of the combined company.  The
combined entity will retain the VeraSun name and trade under
VeraSun's existing NYSE ticker symbol, VSE.

"This merger is an opportunity for two leading companies in the
renewable fuels industry to capitalize on synergies and provide
value for shareholders," Mr. Endres said.  "It also underscores
the commitment of each company to execute on its growth strategy
to become a large-scale, low-cost ethanol producer.  We are
pleased with the opportunity to build a very unique industry
platform."

The merger is expected to create a stronger business platform by
improving access to capital and allowing the combined company to
leverage technology and operating experience across its entire
plant fleet.  The merger is also expected to be accretive to
VeraSun's earnings in the first full fiscal year of combined
operations, and the combined company is projected to have a market
capitalization of approximately $1.5 billion.

Upon completion of the merger, the combined company will have nine
ethanol production facilities in operation and seven additional
facilities under construction.  By the end of 2008, the company is
expected to have a total production capacity of more than 1.6
billion gallons per year and 16 facilities constructed by Fagen
Inc. and utilizing ICM process technology. Through the merger, the
employees of both companies will be integrated into a combined
work force.

"We're excited about the merger because it brings together two
talented and high-performing teams whose passion is to reduce our
nation's dependence on foreign oil through the production of clean
renewable biofuels," Mr. Ommen said.  "By harnessing the
collective strength of both organizations, we expect to reach
1.6 billion gallons of ethanol production capacity by the end of
2008, making us a global leader in ethanol production."

In connection with the merger, holders of a significant percentage
of the outstanding shares of each company have agreed to vote in
favor of the transaction.

Morgan Stanley & Co. Incorporated is serving as financial adviser,
and Cravath, Swaine & Moore LLP is acting as legal counsel for
VeraSun in the transaction.  UBS Securities LLC is serving as
financial adviser, and Skadden, Arps, Slate, Meagher & Flom LLP is
acting as legal counsel for US BioEnergy in the transaction.

Related documents, when they are available, may be obtained free
of charge from:

     VeraSun Energy Corporation
     Attn: Investor Relations
     100 22nd Avenue
     Brookings, SD 57006
     Tel (605) 696-7236
           
            or

     US BioEnergy Corporation
     Attn: Investor Relations
     5500 Cenex Drive
     Inver Grove Heights, MN 55077
     Tel (651) 554-5491

                  About US BioEnergy Corporation

Based in St. Paul, Minnesota, US BioEnergy Corporation (Nasdaq:
USBE) is a producer and marketer of ethanol and distillers grains.  
Founded in 2004, the company currently owns and operates four
ethanol plants in Albert City, IA, Ord, NE, Platte Valley, NE, and
Woodbury, MI.  

                 About VeraSun Energy Corporation
    
Headquartered in Brookings, South Dakota, VeraSun Energy
Corporation (NYSE: VSE) -- http://www.verasun.com/and   
http://www.VE85.com/-- is a producer of renewable fuel.  The   
company has three operating ethanol production facilities located
in Aurora, South Dakota, Fort Dodge and Charles City, Iowa.  The
company markets E85, a blend of 85% ethanol and 15% gasoline for
use in Flexible Fuel Vehicles, directly to fuel retailers under
the brand VE85(TM).  VE85(TM) is available at more than 90 retail
locations.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 3, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on VeraSun Energy Corp., its 'B+' rating on the
company's $210 million senior secured notes due 2012, and its 'B-'
rating on the $450 million senior unsecured 10-year notes due
2017.  The outlook is stable.


WALTER INDUSTRIES: Moody's Cuts CFR to B1 with Negative Outlook
---------------------------------------------------------------
Moody's Investors Service lowered its ratings for Walter
Industries, Inc., lowering the corporate family rating to B1 from
Ba3 and the senior secured bank credit facilities to B1 from Ba2.  
The rating outlook is negative.  The downgrade was prompted by the
anticipated decline in the cash flow contribution from Walter's
home mortgage finance business and the increased reliance on the
volatile coal mining business.  

In particular, Moody's considered the following plausible
scenarios in its assessment of Walter's home mortgage finance
subsidiary, Walter Mortgage Company: (1) it will not be able to
complete a securitization of its newly-originated subprime
mortgage assets within the next 12 months; (2) the all-in cost of
arranging alternative financing for WMC will diminish its net
interest margin (in 2005 and 2006, the Financing operations
generated approximately $50 million per year in operating income
and more than $60 million per year in cash flow); (3) a whole loan
sale of MSH's warehoused mortgages, if attempted, will generate
little profit, and (4) refinancing risk related to its variable
funding one-year warehouse loan facilities remains high.  In
addition, delinquencies and defaults on MSH's mortgages could rise
and endanger income from its existing mortgage portfolio.

If these assumptions, or even somewhat less severe conditions,
come to pass, then Walter may generate very little income from its
Financing and related Homebuilding operations -- the latter serves
primarily as an originator of mortgages for the former -- and
Walter may seek to sell the two businesses or wind them down.  
This would leave the company highly dependent on the Natural
Resources operating group, primarily Jim Walter Resources.  While
JWR's mining and gas operations are currently doing well, and the
outlook for metallurgical coal is strong, underground coal mining
is a risky and capital intensive business and Walter is a small-
sized coal miner (6 million tons per year).  Therefore, a B1
corporate family rating is more appropriate for Walter given
today's tumultuous conditions in the mortgage-backed
securitization market.

The negative rating outlook reflects Moody's view that
homebuilding, subprime mortgage, and mortgage-backed
securitization market conditions will remain challenging for the
next 12-18 months, and that there is more downside than upside
risk at this time.  Should credit market conditions improve more
rapidly than expected, or alternative financing become available
that maintains the long-term profitability of Walter's Financing
operations, Moody's will consider positive rating actions.  
Conversely, the ratings could be further lowered if there is a
potential for credit or operating losses at Walter's Financing and
Homebuilding operations, or margins decline in the Natural
Resources operating group such that, on a consolidated basis, free
cash flow may be negative, or if the company's liquidity tightens
considerably.

These ratings were affected by Moody's actions:

Downgrades:

Issuer: Walter Industries, Incorporated
  -- Corporate Family Rating, Downgraded to B1 from Ba3
  -- Senior Secured Bank Credit Facility, Downgraded to B1
     (LGD3, 47%) from Ba2 (LGD3, 30%)
  -- Probability of Default Rating, Downgraded to B1 from Ba3

Outlook Actions:

Issuer: Walter Industries, Incorporated
  -- Outlook, Changed To Negative From Stable

Walter Industries, based in Tampa, Florida, is a diversified
company with operations in affordable homebuilding, related
financing, and is a producer of natural gas and high-quality
metallurgical coal for worldwide markets.  For the 12 months ended
Sept. 30, 2007, its net sales and revenues were approximately
$1.2 billion.


WARNER MUSIC: Sept. 30 Balance Sheet Upside-Down by $36 Million
---------------------------------------------------------------
Warner Music Group Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $4.57 billion in total assets and $4.61 billion in
total liabilities, resulting in a $36 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.20 billion in total current
assets available to pay $1.88 billion in total current
liabilities.

The company disclosed Thursday last week its full-year and fourth-
quarter financial results for the period ended Sept. 30, 2007.

                      Fourth Quarter Results

Net income was $5 million for the fourth quarter ended Sept. 30,
2007.  Net income in the fourth quarter of 2006 was $12 million.
As of Sept. 30, 2007, the company reported a cash balance of
$333 million, total long-term debt of $2.27 billion and net debt  
of $1.94 billion.

Fourth-quarter results for fiscal year 2007 include $9 million in
restructuring and implementation expenses related to the company's
realignment initiatives; and a $12 million benefit in Recorded
Music from the final allocation of royalty payable balances to
artist accounts in connection with the settlement with Bertelsmann
AG regarding Napster.

In fiscal year 2006, the results for the fourth quarter included a
$13 million benefit in Recorded Music related to the settlement
regarding Kazaa.

For the fourth quarter 2007, revenue grew 1.8% to $869 million
from $854 million in the prior-year quarter, and fell 1.5% on a
constant-currency basis.  This constant-currency decline was
driven by a challenging Recorded Music industry environment as the
shift in consumption patterns from physical sales to new forms of
digital music continues.  On a constant-currency basis, revenue
gains in the U.S. and flat European results were more than offset
by declines in the Latin America and Asia Pacific regions.
Domestic revenue increased 5.9% while international revenue was
down 2.5%, or 8.0% on a constant-currency basis.

Operating income for the quarter rose 7.6% to $71 million from
$66 million in the prior-year quarter and operating margin
improved 0.5 percentage points to 8.2%.  Operating income before
depreciation and amortization for the quarter increased 6.3% to
$134 million from $126 million in the prior-year quarter and OIBDA
margin expanded by 0.6 percentage points to 15.4%.  The increase
in OIBDA and OIBDA margins primarily reflects an increase in
higher-margin digital sales and a decrease in annual bonus
compensation.  These benefits were partially offset by the decline
in physical sales, resulting in fixed costs spread over a smaller
revenue base, increased product costs and the costs associated
with our realignment plan.

"As expected, this has been a challenging quarter, reflecting the
difficulties in any industry transformation of this scale.  But we
remain confident for two primary reasons: continued growth in the
broader music market that our long-term strategy targets, and the
disciplined creative leadership shown by WMG to expand our music
business model," said Edgar Bronfman, Jr., Warner Music Group's
chairman and chief executive officer.  "Despite the difficult
global recorded music environment, we outperformed the market
again this quarter while continuing to lay the foundation for
future growth."

Michael Fleisher, Warner Music Group's executive vice president
and chief financial officer, added: "Even as we redefine our role
in the overall music industry, we maintain our focus on financial
discipline.  Our realignment initiatives announced in May were
completed on schedule and resulted in total restructuring and
implementation charges of $63 million in this fiscal year, better
than the previously announced range of $65 million to
$80 million."

                       Fiscal 2007 Results

For the full year 2007, revenue fell 3.7% to $3.38 billion from
$3.52 billion last year, or fell 6.8% on a constant-currency
basis.  Total revenue in 2007 was split 49% domestic and 51%
international.  Domestic revenue declined 1.8% over the prior year
while international revenue dropped 5.8%, or 11.3% on a constant-
currency basis.  Total digital revenue rose 30% year-on-year to
$460 million, was split 68% domestic and 32% international and
represented 13.6% of total revenue for the fiscal year.  Recorded
Music sales were challenged by fewer high-volume sellers and a
weaker physical sales backdrop, with digital gains failing to
compensate for physical declines as the Recorded Music industry
continues to be in transition.

The company's operating income of $215 million decreased from
$283 million in the last fiscal year and operating margin
contracted 1.6 percentage points to 6.4%.

OIBDA for the fiscal year amounted to $461 million compared to
$518 million last year and OIBDA margin contracted by 1.1
percentage points to 13.6%.  The decline in OIBDA margin primarily
reflects negative operating leverage from lower sales on a similar
fixed cost base that was particularly evident early in the fiscal
year, higher product costs and costs associated with the company's  
realignment plan.  This was partially offset by an increase in
higher-margin digital sales, the benefit from a legal settlement
and a decrease in annual bonus compensation.

Net loss this fiscal year was $21 million, compared to net income
of $60 million for the 2006 fiscal year.

Results for the fiscal year 2007 includes $63 million in
restructuring and implementation expenses related to the company's
realignment initiatives; a $64 million benefit from the settlement
with Bertelsmann AG regarding Napster; and $9 million in expenses
incurred in connection with the previously disclosed proposed
acquisition of EMI Group plc.

In fiscal year 2006, results included a $13 million benefit for
Recorded Music related to the settlement regarding Kazaa.

                            Liquidity

For the fiscal year 2007, net cash provided by operating
activities was $302 million.  Free cash flow amounted to
$22 million compared to free cash flow of $172 million in fiscal
year 2006.  Unlevered after-tax cash flow was $158 million,
compared to $313 million in fiscal year 2006.  Free cash flow and
unlevered after-tax cash flow for fiscal 2007 include the
previously disclosed investments of $110 million in Front Line
Management and $65 million in Roadrunner as well as $63 million in
restructuring-related charges and $110 million in cash received
from the settlement with Bertelsmann AG regarding Napster.  Free
Cash flow and unlevered after-tax cash flow for fiscal 2006
included a previously disclosed investment of $63 million in
Rykodisc.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Sept. 30, 2007, are available
for free at http://researcharchives.com/t/s?25e2

                     About Warner Music Group

Headquartered in New York, Warner Music Group Corp. (NYSE: WMG) --
http://www.wmg.com/-- is a stand-alone music company which is  
home to a collection of the best-known record labels in the music
industry including Asylum, Atlantic, Bad Boy, Cordless, East West,
Elektra, Lava, Nonesuch, Reprise, Rhino, Roadrunner, Rykodisc,
Sire, Warner Bros. and Word.  Warner Music International, a
leading company in national and international repertoire, operates
through numerous international affiliates and licensees in more
than 50 countries. Warner Music Group also includes
Warner/Chappell Music, one of the world's leading music
publishers, with a catalog of more than one million copyrights
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Fitch Ratings affirmed Warner Music Group Corp.'s 'BB-' Issuer
Default Rating.  The Rating Outlook is Stable.


WATERFORD EQUITIES: Can Access Capital Source's Cash Collateral
---------------------------------------------------------------
Waterford Equities LLC and its debtor-affiliates obtained
authority from the United States Bankruptcy Court for the District
of Connecticut to access Capital Source Finance LLC and certain
real estate lenders' cash collateral.

The Debtors tell the Court that they have not had an opportunity
to explore DIP financing with potential lenders to date.  The
Debtors say that they intend to continue to finance their
operations, at least initially, with the use of cash collateral.

The Debtors note that Capital Source is the Debtors accounts
receivable lender and holds a security interest in the cash
collateral as the real estate lenders.

The Debtors assure the Court that CapitalSource and these lenders
will be adequately protected by the generation of new accounts,
and the protection of the going concern value of the Debtors.

                    About Waterford Equities

Headquartered in Middletown, Connecticut, Waterford Equities
L.L.C. -- http://www.havenhealthcare.com/-- provide nursing care  
to the elderly in New England, Connecticut.  The company operates
health centers and assisted living facilities.  In addition, the
company specializes in short-term rehabilitative care and long-
term care.

The company and 44 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Alan Eric Gamza, Esq., and Alan Kolod, Esq., at Moses
& Singer LLP  , represent the Debtors in its restructuring
efforts.

When the Debtors filed for protection against their creditors, it
listed assets and debt between $1 Million to $100 Million.  The
Debtors'consolidated list of their 50 largest unsecured creditors
showed total claims of more than $20 million.


WATERFORD EQUITIES: Taps Kurztman Carson as Claims Agent
--------------------------------------------------------
Waterford Equities LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Connecticut for
permission to employ Kurtzman Carson Consultants LLC as their
claims, noticing and balloting agent.

Kurtzman Carson will render these services:

   i) noticing

      a) prepare and serve a variety documents on behalf of the
         Debtors in these Chapter 11 cases, including:

         -- a notice of the commencement of the Debtors' Chapter
            11 cases and the initial meetings of creditors under
            Section 3419a) of the Bankruptcy Code.

         -- a notice of any claims bar date;

         -- motions, applications and other requests for relief
            and related documents;

         -- objections, responses and replies with respect to
            request for relief;

         -- hearings agendas;

         -- objections to claims;

         -- any disclosure statements, Chapter 11 plan and all
            related documents;

         -- all notices of the filing of the documents listec
            above, hearings and other miscellaneous notices as the
            Debtors or the Court may deem necessary or appropriate
            for orderly administration of these Chapter 11 cases;

       b) maintain the notice lists in conformity with the
          Debtors' proposed case management procedures;

       c) prepare for filing and file with the clerk's office a
          certificate or affidavit of service that includes:

          -- an organized list of persons on whon a document was
             served, along with their addresess; and

          -- the date and manner of service.

   ii) claims administration

       a) maintain official claims registers in each of the
          Debtors' Chapter 11 cases by docketing all proofs of
          claim and proofs of interest in a database that include
          these information for each claim or interested asserted:

          -- name and address of the claimant or interest holder
             and any agent, if appropriate;

          -- date the proof of claim or proof of interest was
             recieved by the firm or the Court;

          -- claim number assigned to the proof of claim or proof
             of interest; and
  
          -- asserted amount and classification of the claim.

       b) maintain copies of all proofs of claim and proofs of
          interest filed in these Chapter 11 cases;

       c) update the official claims registers in accordance with
          Court orders;

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

       e) transmit to the clerk's office a copy of the claims
          registers as requested;

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

       g) provide access to the publick for examination of copies
          of the proofs of claim and proofs of interest filed in
          these Chapter 11 cases;

       h) record all transfers of claims pursuant to Rule 3001(e)
          of the Federal Rules of Bankruptcy Procedure and, if
          directed to do so by the Court, provide notice of the
          transfers as required by  Bankruptcy Rule 3001(e);

       i) establish a case website with case information,
          including key dates, service lists and free access to
          the case docket within three days of docketing;

  iii) balloting services

       a) act a balloting agent, which may include some or all of
          these services:

          -- print ballots and coordinating the mailing of
             solicitation packages to all voting and non-voting
             parties and provide a certificate or affidavit of
             service;

          -- establish a toll-free "800" number to receive
             questions regarding voting with respect to any
             Chapter 11 plan;

          -- receive ballots at post office box, inspecting
             ballots for conformity to voting procedures, date
             stamping and numbering ballots consecutively and
             tabulating and certifying the results; and

          -- prepare voting reprost by plan class, creditor or
             shareholder and amount for review and approval by the
             Debtors and their counsel.

The Debtors tell the Court that the firm received a $25,000
retainer to cover preptition services.

The firm's professionals and their compensation rates are:

     Designation                   Hourly Rate
     -----------                   -----------
     Senior Consultant              $230-$295
     Senior Managing Consultant     $230-$295
     Technology Consultant          $145-$225
     Programming Consultant         $145-$225
     Project Specialist              $80-$140
     Clerical                        $45-$65

James M. Le, the chief operating officer of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                    About Waterford Equities

Headquartered in Middletown, Connecticut, Waterford Equities
L.L.C. -- http://www.havenhealthcare.com/-- provide nursing care  
to the elderly in New England, Connecticut.  The company operates
health centers and assisted living facilities.  In addition, the
company specializes in short-term rehabilitative care and long-
term care.

The company and 44 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Alan Eric Gamza, Esq., and Alan Kolod, Esq., at Moses
& Singer LLP  , represent the Debtors in its restructuring
efforts.

When the Debtors filed for protection against their creditors, it
listed assets and debt between $1 Million to $100 Million.  The
Debtors'consolidated list of their 50 largest unsecured creditors
showed total claims of more than $20 million.


WELLS FARGO: Fitch Rates $653,000 Class B-5 Certificates at B
-------------------------------------------------------------
Fitch has rated Wells Fargo mortgage pass-through certificates,
series 2007-AR8, as:

  -- $412,791,100 classes A-1 and A-R 'AAA';
  -- $10,450,000 class B-1 'AA';
  -- $4,572,000 class B-2 'A';
  -- $1,742,000 class B-3 'BBB';
  -- $3,048,000 class B-4 'BB'; and
  -- $653,000 class B-5 'B.'

The 'AAA' rating on the senior certificates reflects the 5.20%
subordination provided by the 2.40% class B-1, 1.05% class B-2,
0.40% class B-3, 0.70% privately offered class B-4, 0.15%
privately offered class B-5, and 0.50% privately offered class
B-6.  The class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by a pool of 817 mortgage loans, which
consists of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately seven years.  Thereafter, the
interest rate will adjust on an annual basis.  The interest rate
of each mortgage loan will adjust to equal the sum of the index
and a gross margin.  Approximately 86.15% of the mortgage loans
are interest-only loans, which require only payments of interest
until the month following the first adjustment date.

The mortgage loans have an aggregate principal balance of
approximately $435,434,104 as of the cut-off date (Nov. 1, 2007),
an average balance of $532,967 a weighted average remaining term
to maturity of 357 months, a weighted average original loan-to-
value ratio of 75.90%, and a weighted average coupon of 6.594%.  
Rate/Term and equity take-out refinances account for 14.64% and
13.03% of the loans, respectively.  The weighted average original
FICO credit score of the loans is 740.  Owner-occupied properties
and second homes comprise 92.88% and 4.99% of the loans,
respectively.  The states that represent the largest geographic
concentration are California (42.33%), Washington (6.22%), and
Florida (5.67%). All other states represent less than 5% of the
aggregate pool balance as of the cut-off date.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
which deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer, master servicer, paying agent, and custodian, and HSBC
Bank USA, N.A. will act as trustee.  For federal income tax
purposes, elections will be made to treat the trust as a real
estate mortgage investment conduit.


WELLS FARGO: Fitch Rates $2.796MM Class B-4 Certificates at BB
--------------------------------------------------------------
Fitch has rated Wells Fargo mortgage pass-through certificates,
series 2007-AR9, as:

  -- $480,522,100 classes A-1, A-2, A-IO and A-R 'AAA';
  -- $16,526,000 class B-1 'AA';
  -- $4,322,000 class B-2 'A';
  -- $1,780,000 class B-3 'BBB';
  -- $2,796,000 class B-4 'BB'; and
  -- $763,000 class B-5 'B.'

The 'AAA' rating on the senior certificates reflects the 5.50%
subordination provided by the 3.25% class B-1, 0.85% class B-2,
0.35% class B-3, 0.55% privately offered class B-4, 0.15%
privately offered class B-5, and 0.35% privately offered class
B-6.  The class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by a pool of 820 mortgage loans, which
consists of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately 10 years.  Thereafter, the
interest rate will adjust on an annual basis.  The interest rate
of each mortgage loan will adjust to equal the sum of the index
and a gross margin.  Approximately 83.73% of the mortgage loans
are interest-only loans, which require only payments of interest
until the month following the first adjustment date.

The mortgage loans have an aggregate principal balance of
approximately $508,489,334 as of the cut-off date (Nov. 1, 2007),
an average balance of $620,109 a weighted average remaining term
to maturity of 358 months, a weighted average original loan-to-
value ratio of 73.12%, and a weighted average coupon of 6.658%.  
Rate/Term and equity take-out refinances account for 20.19% and
10.11% of the loans, respectively.  The weighted average original
FICO credit score of the loans is 744.  Owner-occupied properties
and second homes comprise 87.26% and 8.94% of the loans,
respectively.  The states that represent the largest geographic
concentration are California (18.53%), New York (11.19%), New
Jersey (8.56%), Florida (7.61%), Maryland (7.12%), Virginia
(6.86%), and Illinois (5.14%).  All other states represent less
than 5% of the aggregate pool balance as of the cut-off date.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
which deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer, master servicer, paying agent, and custodian, and HSBC
Bank USA, N.A. will act as trustee.  For federal income tax
purposes, elections will be made to treat the trust as a real
estate mortgage investment conduit.


WHITLATCH & CO: Court Okays Kohrman Jackson as Bankruptcy Counsel
-----------------------------------------------------------------
Whitlatch & Co. obtained permission from the U.S. Bankruptcy Court
for the Northern District of Ohio to employ Kohrman Jackson &
Krantz, PLL as its counsel.

Kohrman Jackson is expected to:

   a. advise Whitlatch of its rights, powers, and duties as a
      debtor-in-possession in the continued management and
      operation of its business and property and its duties to
      creditors and other parties in interest;

   b. attend meetings and negotiate with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of this chapter 11 case, including
      all of the legal and administrative requirements of
      operating in chapter 11;

   c. prepare on behalf of Whitlatch all necessary and appropriate
      applications, motions, pleadings, draft orders, notices,
      schedules, and other documents, and reviewing all financial
      and other reports to be filed with the Court in the
      chapter 11 case;

   d. advise Whitlatch on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   e. advise Whitlatch in connection with any necessary post-
      petition financing arrangements and negotiate and draft the
      documents needed;

   f. advise Whitlatch in connection with any contemplated sales
      of assets, negotiate agreements, formulate and implement
      appropriate procedures with respect to the closing of any
      transactions, and counsel Whitlatch in connection with the
      transactions;

   g. review the nature and validity of liens asserted against
      Whitlatch's property, if any, and advise Whitlatch
      regarding the enforceability and priority of such liens;

   h. take all necessary action to preserve and protect the assets
      of the estate, including the prosecution of actions on
      behalf of the estate, the defense of actions commenced
      against it, negotiate matters that are subject to any
      litigation in which Whitlatch is involved, and object to
      claims filed against the estate;

   i. advise Whitlatch concerning, and preparing responses to,
      applications, motions, pleadings, notices, and other papers
      that may be filed and served by others in this chapter 11
      case;

   j. negotiate and prepare, on behalf of Whitlatch a plan of
      reorganization, disclosure statement, and all related
      agreements and documents, and taking all necessary action on
      behalf of Whitlatch to obtain confirmation of such plan;

   k. attend meetings with third parties and participate in the
      negotiations;

   l. appear before this Court, any appellate court and the United
      States Trustee to protect the interests of Whitlatch's
      estate before the courts and the U.S. Trustee;

   m. perform other legal services for and on behalf of Whitlatch
      as maybe necessary or appropriate in the administration of
      its Chapter 11 case including,environmental, labor, pension
      and employee benefits, tax, corporate, and intellectual
      property matters.

The Debtor will pay the firm according to these customary hourly
rates:

          Designation                Hourly Rate
          -----------                -----------
          Partner                    $245 - $425
          Associates                 $175 - $225
          Legal Assistant            $125 - $140

James W. Ehrman, Esq. will bill the Debtor at $305 per hour for
his services.  Prior to the bankruptcy filing, the Debtor has paid
the firm a $75,000 retainer.  The firm has prepetition claims of
about $36,810 for rendered services and $1,039 for filing fee, all
secured by the retainer.

To the best of the Debtor's knowledge, the firm does not hold or
represent any interest adverse to the Debtor.

The firm can be reached at:

      James W. Ehrman, Esq., Partner
      Kohrman Jackson & Krantz, PLL
      One Cleveland Center, 20th Floor
      1375 East Ninth Street
      Cleveland, OH 44114-1793
      Tel: (216) 696-8700
      Fax: (216) 621-6536

                       About Whitlatch & Co.

Based 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.


WM BOLTHOUSE: Higher Sales Cue Moody's to Hold B2 Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Wm. Bolthouse
Farms, Inc., including the company's B2 corporate family rating
and B2 probability of default rating.  The rating outlook remains
stable.

Ratings affirmed:
  -- Corporate family rating at B2
  -- Probability of default rating at B2
  -- $75 million senior secured first lien revolving credit at
     B1 (LGD3, 41%)
  -- $500 million senior secured first lien term loan at B1
     (LGD3, 41%)
  -- $135 million senior secured second lien term loan at Caa1
     (LGD6, 91%)

The affirmation is based on the company's progress in boosting
sales and earnings through greater volumes to food service
customers, successful introduction of new products, and pricing
initiatives.  Bolthouse's ratings are supported by the company's
leading market position within its core carrot business and its
significant and growing market position in the healthy beverage
segment, by its generally robust organic volume growth and by
improving credit metrics.  However, these attributes are offset by
the speculative grade elements in the company's profile, primarily
its moderately high leverage relative to earnings and cash flow,
narrow product focus, limited scale and the concentration of its
raw material sources.  The ratings also incorporate the investment
required to continue the expansion of Bolthouse's product lines
and productive capacity, as well as the uncertainty about future
capital structure for any leveraged company that is controlled by
a private equity sponsor.

Moody's anticipates that the company's free cash flow will be
sufficient to cover its working capital, capital expenditures,
cash dividends and scheduled debt payments over the next twelve
months.  Bolthouse maintains a $75 million revolving credit
facility expiring in December 2011.  At peak borrowing, unused
availability was well in excess of drawn amounts.  Moody's expects
Bolthouse to meet its financial covenants with cushion. Borrowings
under the company's revolving credit facility and its first and
second lien term loans are secured by substantially all of the
company's assets.

Wm. Bolthouse Farms, Inc., the issuer of the rated debt, is owned
by intermediate holding company Bolthouse Holding Corporation,
Inc., itself a subsidiary of BF Bolthouse Holdco, LLC.  Bolthouse
Holding is the issuer of $100 million unrated perpetual preferred
Series A stock.  Moody's treats the preferred stock as debt in the
consolidated financials because the holding company has no
operations outside its operating subsidiaries to fund payments on
the preferred stock.  Moody's has changed its treatment of the
preferred stock from 100% debt to 75% debt, consistent with its
classification of instruments of this type for speculative grade
companies.

Headquartered in Bakersfield, California, BF Bolthouse Holdco, LLC
through its operating subsidiaries including Wm. Bolthouse Farms,
Inc., is a processor and distributor of peeled and cut carrots and
carrot products, and a producer of fruit and vegetable based
beverages.  Revenues for the twelve months ended September 30,
2007 were approximately $600 million.  The company is majority
owned and controlled by an affiliate of private equity firm
Madison Dearborn Capital Partners IV, L.P.


* Moody's Says US Apparel Industry Continues To Be Negative
-----------------------------------------------------------
The business and rating outlook for the US apparel industry
continues to be negative amid signs of gathering weakness in
discretionary consumer spending, says Moody's Investors Service.

"Continued erosion in discretionary consumer spending is a rising
headwind for the sector," says Moody's Vice President/Senior
Analyst Scott Tuhy, author of a six-month update on the apparel
sector.  "While apparel spending is not directly linked to the
housing market, a diminishment in the so-called wealth effect
appears to be leading to some moderation in levels of such
spending."

Rising energy and food prices could also pressure spending, says
Moody's.  Over time, the falling US dollar may be an additional
negative pressure, if it significantly boosts imported goods
inflation.

Consumers are prone to scale back bigger-ticket, discretionary
purchases before they limit their purchases of clothing.  As a
result, Moody's expects the difficult economic environment to lead
some consumers to trade down toward more moderately priced
retailers.  At the same time higher income consumers are expected
to remain resilient but are not necessarily immune to pressures
resulting from a weaker housing market and unsettled conditions in
the financial markets.

Moody's also says that warmer-than-average weather in much of the
US in September and October led to a difficult start to the fall
2007 season.  Companies have limited capacity to absorb further
shocks.

In all, Moody's rates 22 US apparel companies, which have
approximately $12 billion in rated debt outstanding.

Helping credit quality among the apparel companies is the fact
that the industry largely avoided the private-equity boom and its
companies have, for the most part, maintained conservative balance
sheets.  Merger and acquisition activity in the sector has
continued, but has been limited largely to fill-in rather than
transformational deals.

In an industry where liquidity is paramount, Moody's notes that
most rated apparel companies do not face liquidity problems.  
Companies generally took advantage of the previously benign market
conditions to extend debt maturities and obtain committed longer-
term sources of liquidity.

Retail consolidation and private-label substitution remain key
challenges for the industry, says Moody's.  Positive and negative
rating activities will reflect how well individual companies
execute their strategies.


* Moody's Issues Four Special Reports on Infrastracture Issues
--------------------------------------------------------------
Moody's Investors Service has issued four special reports on key
infrastructure issues facing the United States -- capacity
expansion of ports, airports, power generation and toll roads  and
finds that while the risks are not few, the credit implications
for these growing sectors also include positive factors.

The reports were issued to coincide with Moody's 2007 Public
Finance Infrastructure Conference in San Francisco on Thursday,
Nov. 29.  The conference highlights Moody's latest municipal
credit market research and brings industry leaders and analysts
together for discussion of the challenges that face the various
sectors.

"What the four areas under consideration have in common is that
all will need substantial capital investment to expand capacity
levels that are now constrained," said Moody's Senior Vice
President Maria Matesanz.  "They will all experience the risks
that come with a lot more borrowing but, if expansion keeps pace
with demand growth, this should strengthen credit worth."

In the area of new tolling initiatives, Moody's report,
"Transportation Capacity Constraints Raising Credit Challenges in
the Toll Road Sector," finds that this trend brings a variety of
rating implications, many of them potentially negative.

"However, enhancements in technology and supportive federal
legislation, when coupled with the funding pressures faced by many
states, will also encourage the use of tolls in new and innovative
ways," said Tom Paolicelli, author of a Moody's report.  
"Implementation of strong tolling policies, including indexing
toll increases to inflation, could have an overall positive effect
on ratings."

While capacity constraints challenge the creditworthiness of U.S.
airports in a number of negative ways, Moody's says that this may
be overshadowed by a key positive credit factor for airport
ratings \u2014 the need for new capacity is driven by a healthy,
even booming, air travel industry that is expected to see demand
growth well into the next decade.

"The key credit challenge for airports is the risk of combining
escalating debt levels with the volatile nature of the airline
industry," said Kurt Krummenacker, author of Moody's report,
"Credit Impacts of Capacity Constraints at U.S. Airports."

In "Credit Challenges Ahead For Public Power: Difficult Decisions
on New Generation Capacity," Moody's reports that there is a
strong likelihood that new nuclear generation facilities will be
built to meet future growth in electricity demand and in response
to concerns about rising fossil fuel prices and possible new
greenhouse gas emissions regulations that may be imposed on coal-
fired plants.

"While the move in favor of new nuclear generation facilities is a
positive credit strategy, it is also one that is not without
serious economic, regulatory, political and technical risks," said
Dan Aschenbach, author of Moody's report on the subject.  "The
utilities building nuclear facilities will need to plan carefully
for these risks."

For U.S. ports, the credit effects on municipal bonds of efforts
to meet rising trade volumes will likely include a near-term
credit positive impact as capacity constraints signal strong
demand and the ability to generate revenues available for debt
service.

"If unchecked, capacity limits could put some ports at a long-term
disadvantage as shippers divert cargo," said Joshua Schaff, author
of Moody's report, "Capacity Constraints at U.S. Ports Have Mixed
Credit Effects."

He said expanding capacity by increasing throughput "is likely to
be positive for credit but the ultimate credit impact of adding
new terminal capacity will depend on a port's current overall
credit profile, the degree of any speculative element in the
expansion, and the amount of private equity and debt used to
finance construction."


* Moody's Says Rise in Home Equity Sector Delinquency Continued
---------------------------------------------------------------
The rise in home equity sector delinquency and charge-off rates
continued in September 2007, according to Moody's Home Equity
Index Composite.  The September aggregate 60+ day delinquency rate
was 16.53%, up from 15.23% in August.  6.62% and 3.33% of balances
were in foreclosure and REO, respectively.  Loss rates climbed as
well, with the annualized charge-off rate index rising from 3.00%
to 3.31% between August and September.  Prepayments, meanwhile,
have fallen sharply over the past two months, with the 1-month CPR
index falling to 20.1% in August and 16.7% in September.

These findings are detailed in a new report on Moody's U.S. Home
Equity Index Composite for the October 2007 reporting period.  
Moody's Home Equity Index Composite tracks the aggregate
performance of home equity loans backing securities rated by
Moody's.


* Moody's Says Performance of Jumbo Mortgage Loans Weakened
-----------------------------------------------------------
The performance of securitized jumbo mortgage loans weakened in
September 2007, according to Moody's Jumbo Mortgage Credit
Indexes.  The percentage of loan balances 30-59 days delinquent
rose from 0.531% in August to 0.724% in September, while loans
delinquent 60+ days rose from 0.525% to 0.598%.  Prepayments,
meanwhile, fell for the sixth straight month, with the aggregate
1-month CPR dropping from 12.1% in August to 8.9% in September.

These findings are detailed in a new report on Moody's U.S. Jumbo
Mortgage Credit Indexes for the October 2007 reporting period.  
The Jumbo Mortgage Indexes track the aggregate performance of
prime-quality non-conforming loans backing securities rated by
Moody's.


* S&P Lowers Ratings on 106 Tranches From 22 US Hybrid CDO
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 106
tranches from 22 U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, S&P affirmed its
ratings on another 33 tranches from these transactions.  The
downgraded tranches have a total issuance amount of $4.416
billion, and all are from CDOs of asset-backed securities
collateralized by structured finance securities, including U.S.
residential mortgage-backed securities.
     
All but 20 of the lowered ratings were on CreditWatch with
negative implications before the downgrades.  Forty-four tranche
ratings either remain on CreditWatch negative or were placed on
CreditWatch today, indicating a high likelihood of future
downgrades on these tranches.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 455 tranches from 89 U.S. cash flow
and hybrid CDO of ABS transactions as a result of exposure to U.S.
RMBS securities that have seen negative credit migration.  
Additionally, 544 tranche ratings from 146 U.S. cash flow and
hybrid CDO transactions are currently on CreditWatch negative.  
S&P have also lowered 46 ratings on nine U.S. trust preferred REIT
CDO transactions because of stress in the residential mortgage
markets, and another 11 ratings from five of these transactions
are on CreditWatch negative.  In all, the 501 downgraded U.S. cash
flow, hybrid, and trust preferred REIT CDO tranches represent an
issuance amount of $20.660 billion; the 555 U.S. cash flow,
hybrid, and trust preferred REIT CDO tranches with ratings on
CreditWatch negative represent an issuance amount of $23.541
billion.
     
In addition to these actions on U.S. cash flow, hybrid, and trust
preferred REIT CDO transactions, S&P have also lowered its ratings
on 226 tranches from U.S. non-excess-spread synthetic CDO
transactions as a result of negative credit migration in U.S. RMBS
securities referenced by the transactions, and six ratings from
six non-excess-spread synthetic CDO transactions are currently on
CreditWatch negative.  In all, the affected public and
confidentially rated U.S. synthetic CDO tranches represent an
issuance amount of $5.858 billion.
     
Standard & Poor's will continue to monitor its rated CDO
transactions and take rating actions when appropriate.  
Additionally, Standard & Poor's will continue to review its
current criteria assumptions in light of the recent performance of
RMBS assets and CDOs.
     

                Rating and Creditwatch Actions

                                     Rating
                                     ------
      Transaction         Class  To           From
      -----------         -----  --           ----
Anderson Mezzanine         A-2    A+    AAA/Watch Neg
  Funding 2007-1 Ltd.
Anderson Mezzanine         B      BBB-  AA/Watch Neg
  Funding 2007-1 Ltd.
Anderson Mezzanine         C      CCC   A/Watch Neg
  Funding 2007-1 Ltd.
Anderson Mezzanine         D      CCC-  BBB/Watch Neg
  Funding 2007-1 Ltd.
Auriga CDO Ltd.            A2A    AA    AAA
Auriga CDO Ltd.            A2B    AA    AAA
Auriga CDO Ltd.            B      A+    AA
Auriga CDO Ltd.            C      BBB+  AA-
Auriga CDO Ltd.            D      BBB-  A/Watch Neg
Auriga CDO Ltd.            E      BB-   A-/Watch Neg
Auriga CDO Ltd.            F      CCC-  BBB/Watch Neg
Auriga CDO Ltd.            G      CC    BBB-/WatchNeg
Auriga CDO Ltd.            H      CC    BBB-/WatchNeg
Auriga CDO Ltd.            I      CC    BB/Watch Neg
Bering CDO I Ltd.          A-1J   AA+/Watch Neg   AAA/Watch Neg
Bering CDO I Ltd.          A-2    BBB+/Watch Neg  AA/Watch Neg
Bering CDO I Ltd.          A-3    BB/Watch Neg    A/Watch Neg
Bering CDO I Ltd.          B      CCC-/Watch Neg  BBB/Watch Neg
Bering CDO I Ltd.          C      CC    BB/Watch Neg
Cetus ABS CDO 2006-1 Ltd.  A-1    A+    AA+/Watch Neg
Cetus ABS CDO 2006-1 Ltd.  A-2    BBB   AA-/Watch Neg
Cetus ABS CDO 2006-1 Ltd.  B      B+    BBB/Watch Neg
Cetus ABS CDO 2006-1 Ltd.  C      CCC-  BB/Watch Neg
Cetus ABS CDO 2006-1 Ltd.  D      CC    B-/Watch Neg
Cetus ABS CDO 2006-2 Ltd.  A-1    A-    AA+/Watch Neg
Cetus ABS CDO 2006-2 Ltd.  A-2    BBB-  A+/Watch Neg
Cetus ABS CDO 2006-2 Ltd.  B      B-    BBB/Watch Neg
Cetus ABS CDO 2006-2 Ltd.  C      CCC   BB/Watch Neg
Cetus ABS CDO 2006-4 Ltd.  A-1    A+/Watch Neg    AAA/Watch Neg
Cetus ABS CDO 2006-4 Ltd.  A-2    BB+/Watch Neg   AA/Watch Neg
Cetus ABS CDO 2006-4 Ltd.  B      CCC-/Watch Neg  BBB+/WatchNeg
Cetus ABS CDO 2006-4 Ltd.  C      CC              BBB-/WatchNeg
Cetus ABS CDO 2006-4 Ltd.  D      CC              BB/Watch Neg
Cetus ABS CDO 2006-4 Ltd.  E      CC              B/Watch Neg
Commodore CDO II Ltd.      B      A+              AA/Watch Neg
Commodore CDO II Ltd.      C      BBB-            BBB/Watch Neg
Costa Bella CDO Ltd.       A2     AA+/Watch Neg   AAA
Costa Bella CDO Ltd.       B      A-/Watch Neg    AA
Costa Bella CDO Ltd.       C      BBB+/Watch Neg  AA-
Costa Bella CDO Ltd.       D      BB/Watch Neg    A/Watch Neg
Costa Bella CDO Ltd.       E      B-/Watch Neg    BBB/Watch Neg
Costa Bella CDO Ltd.       F      CCC/Watch Neg   BBB-/WatchNeg
Costa Bella CDO Ltd.       G      CCC-/Watch Neg  BB/Watch Neg
E*Trade ABS CDO V Ltd.     A-1J   AAA/Watch Neg   AAA
E*Trade ABS CDO V Ltd.     A-2    AA-/Watch Neg   AA
E*Trade ABS CDO V Ltd.     A-3    BB+/Watch Neg   A
E*Trade ABS CDO V Ltd.     B      CCC-/Watch Neg  BBB/Watch Neg
E*Trade ABS CDO V Ltd.     C      CC              BB/Watch Neg
FAB US 2006-1 PLC          A3     AA              AAA/Watch Neg
FAB US 2006-1 PLC          A4     A-              AA/Watch Neg
FAB US 2006-1 PLC          B      BB+             A-/Watch Neg
FAB US 2006-1 PLC          C      B-              BBB/Watch Neg
Glacier Funding CDO V Ltd. A-2    AAA/Watch Neg   AAA
Glacier Funding CDO V Ltd. A-3    AA/Watch Neg    AAA
Glacier Funding CDO V Ltd. B      BBB+/Watch Neg  AA/Watch Neg
Glacier Funding CDO V Ltd. C      BBB-/Watch Neg  AA-/Watch Neg
Glacier Funding CDO V Ltd. D      B+/Watch Neg    A/Watch Neg
Glacier Funding CDO V Ltd. E      CC              BBB/Watch Neg
Glacier Funding CDO V Ltd. F      CC              BBB-/WatchNeg
Glacier Funding CDO V Ltd. G      CCC-/Watch Neg  BB+/Watch Neg
Kleros Real Estate         A-1    AAA/Watch Neg   AAA
  CDO I Ltd.
Kleros Real Estate         A-2    AA/Watch Neg    AAA
  CDO I Ltd.
Kleros Real Estate         B      A+/Watch Neg    AA
  CDO I Ltd.
Kleros Real Estate         C      BBB/Watch Neg   AA-/Watch Neg
  CDO I Ltd.
Kleros Real Estate         D      CC              BB/Watch Neg
  CDO I Ltd.
Laguna Seca Funding I Ltd. A-3    AA+/Watch Neg   AAA
Laguna Seca Funding I Ltd. A-4    A+/Watch Neg    AA/Watch Neg
Laguna Seca Funding I Ltd. B      BBB-/Watch Neg  A-/Watch Neg
Laguna Seca Funding I Ltd. C     BB-/Watch Neg    BBB/Watch Neg
Laguna Seca Funding I Ltd. D      B-/Watch Neg    BBB-/WatchNeg
Longstreet CDO I Ltd.      A-2    AA              AAA/Watch Neg
Longstreet CDO I Ltd.      B      A-              AA/Watch Neg
Longstreet CDO I Ltd.      C      BBB+            AA-/Watch Neg
Longstreet CDO I Ltd.      D      BB+             A/Watch Neg
Longstreet CDO I Ltd.      E      B               BBB/Watch Neg
Longstreet CDO I Ltd.      F      CCC-            BBB-/WatchNeg
Longstreet CDO I Ltd.      G      CC              BB+/Watch Neg
Norma CDO I Ltd.           A-2    AA+             AAA
Norma CDO I Ltd.           B      A+              AA
Norma CDO I Ltd.           C      A-              AA-
Norma CDO I Ltd.           D      BB+             A/Watch Neg
Norma CDO I Ltd.           E      CCC+            BBB/Watch Neg
Norma CDO I Ltd.           F      CCC             BBB-/WatchNeg
Norma CDO I Ltd.           G      CCC             BBB-/WatchNeg
Norma CDO I Ltd.           H      CCC-            BBB-/WatchNeg
Northlake CDO I Ltd.       II     BBB-            A/Watch Neg
Northlake CDO I Ltd.       III    B-              B+/Watch Neg
Northwall Funding          A-2    AAA/Watch Neg   AAA
  CDO I Ltd.
Northwall Funding          B      A/Watch Neg     AA/Watch Neg
  CDO I Ltd.
Northwall Funding          C      B+/Watch Neg    BBB/Watch Neg
  CDO I Ltd.
Octans III CDO Ltd.        A-1    A+              AAA/Watch Neg
Octans III CDO Ltd.        A-2    BBB+            AA/Watch Neg
Octans III CDO Ltd.        B      BB              A-/Watch Neg
Octans III CDO Ltd.        C      CCC-            BBB-/WatchNeg
Octans III CDO Ltd.        D      CC              BB/Watch Neg
Octans III CDO Ltd.        E      CC              B/Watch Neg
Pyxis ABS CDO 2006-1 LLC   A-1    AA              AAA
Pyxis ABS CDO 2006-1 LLC   A-2    A+              AAA/Watch Neg
Pyxis ABS CDO 2006-1 LLC   B      BBB             AA/Watch Neg
Pyxis ABS CDO 2006-1 LLC   C      B               A/Watch Neg
Pyxis ABS CDO 2006-1 LLC   D      CCC-            BBB/Watch Neg
Pyxis ABS CDO 2006-1 LLC   X      CC              BBB-/WatchNeg
Robeco High Grade          A-4    AAA/Watch Neg   AAA
  CDO I Ltd.
Robeco High Grade          D      BBB-/Watch Neg  BBB/Watch Neg
  CDO I Ltd.
Summer Street 2007-1 Ltd.  C      A-/Watch Neg    A/Watch Neg
Summer Street 2007-1 Ltd.  D      BB/Watch Neg    BBB/Watch Neg
Topanga CDO II Ltd.        A-1    AA+             AAA
Topanga CDO II Ltd.        A-2    AA-             AA
Topanga CDO II Ltd.        B      BBB             A
Topanga CDO II Ltd.        C      CCC+/Watch Neg  BBB/Watch Neg
Topanga CDO II Ltd.        D      CCC/Watch Neg   BB+/Watch Neg


                       Ratings Affirmed

    Transaction                             Class     Rating
    -----------                             -----     ------
    Anderson Mezzanine Funding 2007-1 Ltd.  A-1a      AAA
    Anderson Mezzanine Funding 2007-1 Ltd.  A-1b      AAA
    Anderson Mezzanine Funding 2007-1 Ltd.  S         AAA
    Auriga CDO Ltd.                         A1        AAAsrs
    Bering CDO I Ltd.                       A-1S1     AAA
    Bering CDO I Ltd.                       A-1S2     AAA
    Commodore CDO II Ltd.                   A-1MM     AAA/A-1+
    Commodore CDO II Ltd.                   A-2(a)    AAA
    Commodore CDO II Ltd.                   A-2(b)    AAA
    Costa Bella CDO Ltd.                    A1A       AAA
    E*Trade ABS CDO V Ltd.                  A-1S      AAA
    FAB US 2006-1 PLC                       A1        AAA
    FAB US 2006-1 PLC                       A2        AAA
    FAB US 2006-1 PLC                       S         AAA
    Glacier Funding CDO V Ltd.              A-1       AAA
    Laguna Seca Funding I Ltd.              A-1       AAA
    Laguna Seca Funding I Ltd.              A-2       AAA
    Longstreet CDO I Ltd.                   A-1       AAA
    Norma CDO I Ltd.                        A-1       AAA
    Northlake CDO I Ltd.                    I-A       AAA
    Northlake CDO I Ltd.                    I-MM      AAA/A-1+
    Northwall Funding CDO I Ltd.            A-1       AAA
    Pyxis ABS CDO 2006-1 LLC                Unfund    AAA
                                            Super
    Robeco High Grade CDO I Ltd.            A-1       AAA
    Robeco High Grade CDO I Ltd.            A-2       AAA
    Robeco High Grade CDO I Ltd.            A-3       AAA
    Summer Street 2007-1  Ltd.              A-1A      AAA
    Summer Street 2007-1  Ltd.              A-1B      AAA
    Summer Street 2007-1  Ltd.              A-1SA     AAA
    Summer Street 2007-1  Ltd.              A-1SB     AAA
    Summer Street 2007-1  Ltd.              A-2       AAA
    Summer Street 2007-1  Ltd.              B         AA
    Topanga CDO II Ltd.                     S         AAA

                   Other Outstanding Ratings

   Transaction                          Class        Rating
   -----------                          -----        ------
Robeco High Grade CDO I Ltd.            B         AA/Watch Neg
Robeco High Grade CDO I Ltd.            C         A/Watch Neg


* S&P Lowers Ratings on 48 Classes of US Synthetic CDO
------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on various
U.S. synthetic collateralized debt obligation transactions:
     -- S&P raised 23 ratings and removed 22 of these ratings
        from CreditWatch with positive implications;
     -- S&P lowered 48 ratings, 13 of which remain on
        CreditWatch with negative implications;
     -- S&P affirmed 10 ratings and removed them from
        CreditWatch negative; and
     -- S&P placed seven ratings on CreditWatch negative.
     
S&P reviewed the ratings on all of the classes that had been
previously placed on CreditWatch negative or CreditWatch positive
to determine the appropriate rating action.  If the synthetic
rated overcollateralization ratio was above 100% at the next
higher rating level, S&P raised the rating on
the tranche.  If the SROC ratio was lower than 100% at the current
date and at a 90-day-forward projected date, S&P lowered the
rating on the tranche.  S&P affirmed the ratings on the tranches
that had SROC ratios above 100% at the current rating level.

                          Ratings List

                Amadeus Repackaging 2007-I Ltd.

                                       Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          Def Nts               B-                BB

                         Archstone I PLC

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           2005-B1               AAA             AA+/Watch Pos
           2005-B2               AAA             AA+/Watch Pos
           2005-C1               AA-             A+/Watch Pos
           2005-C2               AA-             A+/Watch Pos

                    ARES High Yield CSO Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           C                     AA+             AA/Watch Pos       
           D                     AA+             AA/Watch Pos
           E-1                   AA-             A+/Watch Pos
           E-2                   AA-             A+/Watch Pos
           G                     BBB+            BBB/Watch Pos      
           2C                    AA+             AA/Watch Pos  
           2D-1                  AA+             AA/Watch Pos
           2D-2                  AA+             AA/Watch Pos
           2E-1                  AA-             A+/Watch Pos
           2E-2                  AA-             A+/Watch Pos
           2G                    BBB+            BBB/Watch Pos

                 Calyon Finance (Guernsey) Ltd.
      SEK 117,000,000 Hybrid Equity and Credit Linked Notes
                          due May 2012             
               
                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Notes                 BBB             AA-/Watch Neg

                       Cherry Hill CDO SPC
                              2007-1

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Notes                 AA              AAA/Watch Neg

                       Cherry Hill CDO SPC
                              2007-2

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          Notes                 AA              AAA/Watch Neg

                         Cloverie PLC
                        Series 2006-10

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Notes                 AA-             AA-/Watch Neg

                       Credit Default Swap
                    Citibank N.A.- CDO# 795246

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Tranche               A-srb           Asrb/Watch Neg

                       Credit Default Swap
      Swap Risk Rating - Portfolio, CDS Reference# 230681
                      Series MAPLES 2007-12

                                       Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          Tranche            A-srp/Watch Neg   AA+srp/Watch Neg

                       Credit Default Swap
  Swap Risk Rating-Protection Buyer, CDS Reference #CA1119131

                                       Rating
                                       ------
          Class                To                From
          -----                --                ----
          Tranche             A-srb             Asrb/Watch Neg

                Credit Linked Notes Ltd. 2005-1

                                       Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          Notes                 BBB+              A-/Watch Neg

             Credit Linked Notes Ltd. Series 2006-1

                                       Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          Notes                 A                 A/Watch Neg

                   Crown City CDO 2005-1 Ltd.

                                       Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          E-1                   BB-               BB-/Watch Neg          
          E-2                   BB-               BB-/Watch Neg     

                   Crown City CDO 2005-2 Ltd.

                                        Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          B-1                   A+                A+/Watch Neg      
          B-2                   A+                A+/Watch Neg      

                            ELM B.V.
                           Series 87

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          Tranche               BBB             BBB+/Watch Neg

                    Infiniti SPC Ltd. CPORTS
                             2006-2  

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

                    Jefferson Valley CDO SPC
                          Series 2006-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     A-/Watch Neg    A/Watch Neg   

                     Jupiter Finance Ltd.
                       Series 2006-002

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Cr Link               AA-             AA/Watch Neg    

                     Jupiter Finance Ltd.
                           2007-002

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Port CrLkd            AA              AA+/Watch Neg

              Kiawah (New York) Trust Series 2007-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA-/Watch Neg   AA/Watch Neg

                     Kiawah (New York) Trust
                           Series 2007-2

                                       Rating
                                       ------
           Class                 To              From
           ------                --              -----
           Notes                 A+/Watch Neg    AA/Watch Neg

                       LBSPK 2007-1 SPC
                Series I Segregated Portfolio

                                        Rating
                                        ------
           Class                 To                From
           -----                 --                ----
           Notes                 AAA/Watch Neg     AAA

                       LBSPK 2007-1 SPC
                Series II Segregated Portfolio

                                        Rating
                                        ------
           Class                 To                From
           -----                 --                ----
           Notes                 AAA/Watch Neg     AAA

                        LBSPK 2007-1 SPC
                Series III Segregated Portfolio

                                        Rating
                                        ------
           Class                 To                From
           -----                 --                ----
           Notes                 AAA/Watch Neg     AAA

                       LBSPK 2007-1 SPC
               Series IV Segregated Portfolio

                                         Rating
                                         ------
           Class                 To                From
           -----                 --                ----
           Notes                 AAA/Watch Neg     AAA

                       LBSPK 2007-1 SPC
                Series V Segregated Portfolio

                                         Rating
                                         ------
           Class                 To                From
           -----                 --                ----
           Notes                 AAA/Watch Neg     AAA

                   Momentum CDO (Europe) Ltd.
            Series 2007-1 Trio Floating Rate Notes

                                        Rating
                                        ------
           Class                 To                From
           -----                 --                ----
           2007-1                BBB-             BBB/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-6

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Dfrble Sec            BBB-            BBB/Watch Neg   

                    Morgan Stanley ACES SPC
                         Series 2006-11

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    AA            AA+/Watch Neg
           IB                    AA            AA+/Watch Neg

                    Morgan Stanley ACES SPC
                        Series 2006-12

                                       Rating
                                       ------
           Class                 To              From
           I                     BBB+            A-/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-15

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           I                     AA+/Watch Neg   AAA/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-16

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           I                     AA-             AA/Watch Neg

                    Morgan Stanley ACES SPC
                        Series 2006-37

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    BBB             BBB+/Watch Neg
           IB                    BBB             BBB+/Watch Neg
           II                    BBB             BBB+/Watch Neg
           IIIA                  BB              BB+/Watch Neg
           IIIB                  BB              BB+/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2007-8

                                       Rating
                                       ------
           Class                 To             From
           -----                 --             ----
           A1                    AA             AA+
           A2                    AA             AA+
           IA                    A+/Watch Neg   AA-
           IB                    A+/Watch Neg   AA-
           IIA                   A/Watch Neg    AA-/Watch Neg

                     Morgan Stanley ACES SPC
                         Series 2007-11

                                        Rating
                                       -------
           Class                 To              From
           -----                 --              ----
           Note                  BB              BBB-/Watch Neg  

                   Morgan Stanley ACES SPC
                       Series 2007-14

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           II                    AA+/Watch Neg   AAA/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2007-18

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 BBB+            AA/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2007-19

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     AA+             AAA/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2007-25

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    AAA             AAA/Watch Neg

                Morgan Stanley Managed ACES SPC
                        Series 2007-15

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IIIA                  AAA             AA/Watch Pos

                       PARCS Master Trust
                       Series 2006-6 Savoy

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust units           AA              AA/Watch Neg

                     Prelude Europe CDO Ltd.
                          Series 2006-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 BBB+            A-/Watch Neg

                           REVE SPC
                        Series 2007-47

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Series 47             BBB+            AA/Watch Neg

                   Rutland Rated Investments
                       Series LYNDEN06-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A1-L                  AA              AA+/Watch Neg   

                         Sentinel Ltd.
                           Series 2

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Tranche               AAA             AA-

      Series 2006-1 Segregated Portfolio of Stowe CDO SPC

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           B-1                   BBB+/Watch Neg  BBB+
           B-2                   BBB+/Watch Neg  BBB+

                            SPGS SPC
                      Series MSC 2007-SRR4

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           O                     CCC+            B-/Watch Neg

                       Signum Verde Ltd.
                            2007-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           2007-1                A-/Watch Neg    AA-/Watch Neg

       STEERS Credit Linked Trust, Bespoke Credit Tranche
                         Series 2005-6

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust Cert            A-/Watch Neg    A/Watch Neg     

     STEERS Credit Linked Trust Minoa Tranche Series 2006-1

                                      Rating
                                      ------
           Class                 To              From
           -----                 --              ----
           Trust Cert            BBB+/Watch Neg  A-/Watch Neg

                   Strata Trust Series 2007-6

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 A+/Watch Neg    AA/Watch Neg

                    Sunset Park CDO Ltd. SPC
                         Series 2004-2

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           D                     AA+             AA-/Watch Pos

                   Sunset Park CDO-M Ltd. SPC
                        Series 2005-3 SEG

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           D-1                   AA+             AA/Watch Pos    
           D-2                   AA+             AA/Watch Pos    
           E                     AA              AA-/Watch Pos   

TIERS Georgia Floating Rate Credit Linked Trust, Series 2006-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Certs                 BB              BB+/Watch Neg

TIERS Montana Floating Rate Credit Linked Trust Series 2007-3

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Certificat            AA-             AA/Watch Neg

                         Tigers 2003-3

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           C                     AAA             AA/Watch Pos     
           D                     AA              A/Watch Pos     

                          Tribune Ltd.
                           Series 17

                                       Rating
                                       ------
           Class                 To              From
           ------                --              -----
           Tranche E             BBB-            BBB/Watch Neg

                          Tribune Ltd.
                           Series 39

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Tranche               A+              AA-/Watch Neg


* Fitch Says Strong Pricing Puts Pressure on For-Profit Hospitals
-----------------------------------------------------------------
In a new special report, Fitch Ratings notes that during the third
quarter of 2007, the for-profit hospital industry experienced
continued pressure on volumes and margins offset by strong
pricing.  After turning negative for the first time in a year last
quarter, volumes declined even further during the third quarter,
as measured by same store admissions growth.  HCA, Inc. and Tenet
Healthcare Corp. were again among the weakest volume performers;
however, this quarter Community Health Services, Inc. recorded the
largest loss in both same store admissions and adjusted
admissions.  Across the industry, Fitch believes that volumes have
been pressured by increased competition from specialty hospitals
and a shift in procedures from the inpatient setting into
outpatient settings or even the doctor's office.  In addition,
growing competition from non-profit hospitals has affected
providers in certain markets, such as Palm Beach, Florida.

In contrast to volumes, the industry did see some relief on bad
debt expense this quarter.  However, this trend was somewhat
distorted by the presence of special charges recorded during the
third quarter of 2006.  Furthermore, overall uncompensated care
remained high at more than 18% of adjusted revenues, and increased
sequentially from the second quarter.  Fitch believes elevated
levels of bad debt and uncompensated care will continue to
challenge the industry and pressure margins for the foreseeable
future.

Although providers continue to be challenged by weak volumes and
high levels of bad debt, pricing remains an important source of
growth for the industry.  During the third quarter, same store net
inpatient revenue per admission and same store net revenue per
adjusted admission both grew over 5%.  Fitch believes this growth
continues to be driven in part by strong managed care pricing,
increased acuity and favorable government reimbursement.  Fitch
expects managed care pricing to remain favorable through 2008,
with average rate increases in the mid- to high- single digits.  
However, there may be some unfavorable changes in Medicare and
Medicaid reimbursement beginning in the fourth quarter of 2007.


* Fitch Plans to Release Nonrated Report on $88 Million IFA Bonds
-----------------------------------------------------------------
Fitch Ratings plans to release its nonrated descriptive report on
the approximately $88 million Iowa Finance Authority's series 2007
A through E bonds issued on behalf of Edgewater, A Wesley Active
Life Community.  Fitch's descriptive credit report provides
analysis of significant credit factors and includes Fitch's
evaluation of the strengths and risks surrounding this credit.  No
request was made for a rating on this transaction, and Fitch did
not review all information or complete all procedures necessary to
reach a final credit rating.

Generally, Fitch regards unenhanced debt issued with financial
characteristics similar to the described facility as being below
investment-grade.  The bonds are expected to be priced Nov. 29,
2007 by Ziegler Capital Markets.

The proceeds of the 2007 A through E series bonds, together with
about $11 million of initial resident deposits, about
$3.3 million anticipated earnings on trustee-held funds, a
$1 million donor gift, and a $2 million subordinate loan plus a
$1 million equity contribution from Wesley Retirement Services,
Inc., will be used to construct a start-up continuing care
retirement community, to be known as Edgewater, in West Des
Moines, Iowa.

Edgewater is a start-up, type B continuing care retirement
community expected to consist of 137 independent living
apartments, 14 residential independent living villa homes, 32
traditional assisted living units, 16 memory-support assisted
living units, 40 private skilled nursing beds in a health center,
and related common areas.  Edgewater is an affiliate of Wesley, an
Iowa nonprofit corporation, which currently owns and operates five
CCRCs with more than 900 units in its continuum of care, making it
the largest not-for-profit senior living provider in the state of
Iowa.  Additionally, Wesley will provide management services for
Edgewater.

The primary strengths of the project include its favorable
location, coverage of maximum annual debt service, the good
presales and presale velocity with 73% of apartments reserved, and
the sponsorship of Wesley, including its strong management
practices.  In addition, Fitch Ratings views the management and
development experience of Greystone Communities and Greystone
Development Company II, LP favorably.

Main credit concerns include the relatively low home values in
relation to the weighted average entrance fees, traditional risks
associated with start-up projects such as construction and fill-up
delays, a less than favorable projected increase in the 75+ age
cohort, and a heightened risk of a downturn in the local housing
market due to the differential between housing values and entrance
fees.  Fitch believes that start-up retirement communities do not
possess the credit profile to be rated in the investment-grade
category.  The planned redemption of the $28.8 million series
2007E bonds and $1.05 million series 2007D bonds from initial
entrance fees compared with the total size of the bond offering is
in line with what Fitch typically sees in start-up financings.


* BOND PRICING: For the Week of November 26 - November 30, 2007
---------------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Alesco Financial                      7.625%  05/15/27     66
Alltel Corp                           6.800%  05/01/29     69
Ambac Inc                             6.150%  02/15/37     68
Ambassadors Intl                      3.750%  04/15/27     69
Amer & Forgn Pwr                      5.000%  03/01/30     62
Amer Color Graph                     10.000%  06/15/10     62
Amer Pad & Paper                     13.000%  11/15/05      0
Americredit Corp                      0.750%  09/15/11     59
Americredit Corp                      0.750%  09/15/11     64
Americredit Corp                      2.125%  09/15/13     59
Ames True Temper                     10.000%  07/15/12     65
Antigenics                            5.250%  02/01/25     62
Archibald Candy                      10.000%  11/01/07      0
Arvinmeritor Inc                      4.000%  02/15/27     71
Ashton Woods USA                      9.500%  10/01/15     75
At Home Corp                          4.750%  12/15/06      0
Ata Holdings                         12.125%  06/15/10      0
Atherogenics Inc                      1.500%  02/01/12     17
Atherogenics Inc                      4.500%  03/01/11     36
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      7
BankUnited Cap                        3.125%  03/01/34     65
BBN Corp                              6.000%  04/01/12      0
Bearingpoint Inc                      2.750%  12/15/24     67
Beazer Homes USA                      4.625%  06/15/24     72
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     71
Beazer Homes USA                      8.125%  06/15/16     73
Beazer Homes USA                      8.375%  04/15/12     74
Beazer Homes USA                      8.625%  05/15/11     75
Borden Inc                            7.875%  02/15/23     74
Bowater Inc                           6.500%  06/15/13     69
Bowater Inc                           9.375%  12/15/21     72
Buffets Inc                          12.500%  11/01/14     47
Burlington North                      3.200%  01/01/45     55
Calpine Gener Co                     11.500%  04/01/11      3
Central Tractor                      10.625%  04/01/07      0
Charming Shoppes                      1.125%  05/01/14     72
Charter Comm Inc                      6.500%  10/01/27     67
CIH                                   9.920%  04/01/14     62
CIH                                  10.000%  05/15/14     64
CIH                                  11.125   01/15/14     64
Clark Material                       10.750%  11/15/06      0
Claire's Stores                       9.250%  06/01/15     74
Claire's Stores                      10.500%  06/01/17     62
Clear Channel                         4.900%  05/15/15     75
Coinmach Service                     11.000%  12/01/24      1
Collins & Aikman                     10.750%  12/31/11      2
Columbia/HCA                          7.500%  11/15/95     75
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     55
CompuCredit                           5.875%  11/30/35     49
Compudyne Corp                        6.250%  01/15/11     75
Constar Intl                         11.000%  12/01/12     70
Countrywide Cap                       8.050   06/15/27     74
Countrywide Finl                      4.500%  06/15/10     72
Countrywide Finl                      5.800%  06/07/12     74
Countrywide Finl                      6.000%  03/23/21     70
Countrywide Finl                      6.000%  12/14/35     57
Countrywide Finl                      6.250%  05/15/16     59
Countrywide Finl                      6.300%  04/2836      56
Countrywide Home                      4.000%  03/22/11     72
Countrywide Home                      4.125%  09/15/09     75
Countrywide Home                      6.000%  01/24/18     61
Countrywide Home                      6.150%  06/25/29     58
Countrywide Home                      6.200%  07/16/29     58
Crown Cork & Seal                     7.500%  12/15/96     75
Curagen Corp                          4.000%  02/15/11     71
Dana Corp                             5.850%  01/15/15     72
Dana Corp                             6.500%  03/01/09     74
Dana Corp                             7.000%  03/15/28     72
Dana Corp                             7.000%  03/01/29     73
Dana Corp                             9.000%  08/15/11     70
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     67
Delta Air Lines                       8.000%  12/01/15     66
Delta Mills Inc                       9.625%  09/01/07     15
Delphi Corp                           6.197%  11/15/33     33
Delphi Corp                           6.500%  08/15/13     66
Delphi Corp                           8.250%  10/15/33     36
Dura Operating                        8.625%  04/15/12     28
Dura Operating                        9.000%  05/01/09      1
Encysive Pharma                       2.500%  03/15/12     52
Epix Medical Inc                      3.000%  06/15/24     68
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14      8
Finlay Fine Jwly                      8.375%  06/01/12     68
Finova Group                          7.500%  11/15/09     17
Ford Motor Co                         6.375%  02/01/29     68
Ford Motor Co                         6.500%  08/01/18     72
Ford Motor Co                         6.625%  02/15/28     66
Ford Motor Co                         6.625%  10/01/28     66
Ford Motor Co                         7.125%  11/15/25     67
Ford Motor Co                         7.400%  11/01/46     66
Ford Motor Co                         7.450%  07/16/31     74
Ford Motor Co                         7.500%  08/01/26     70
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     68
Ford Motor Cred                       5.650%  01/21/14     73
Ford Motor Cred                       5.750%  01/21/14     75
Ford Motor cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  01/21/14     75
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     75
Ford Motor Cred                       6.000%  01/20/15     71
Ford Motor Cred                       6.000%  02/20/15     75
Ford Motor Cred                       6.050%  03/20/14     74
Ford Motor Cred                       6.050%  02/20/15     70
Ford Motor Cred                       6.100%  02/20/15     73
Ford Motor Cred                       6.250%  03/20/15     75
Ford Motor Cred                       6.300%  05/20/14     74
Ford Motor Cred                       6.300%  05/20/14     74
Ford Motor Cred                       6.500%  02/20/15     72
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.500%  08/20/32     72
General Motors                        6.750%  05/01/28     69
General Motors                        7.375%  05/23/48     69
General Motors                        7.400%  09/01/25     72
Georgia Gulf Crp                     10.750%  10/15/16     70
GMAC                                  5.250%  01/15/14     73
GMAC                                  5.350%  01/15/14     74
GMAC                                  5.700%  06/15/13     75
GMAC                                  5.700%  12/15/13     75
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.850%  06/15/13     66
GMAC                                  5.900%  01/15/19     67
GMAC                                  5.900%  01/15/19     61
GMAC                                  5.900%  02/15/19     65
GMAC                                  5.900%  10/15/19     65
GMAC                                  6.000%  07/15/13     73
GMAC                                  6.000%  12/15/13     72
GMAC                                  6.000%  02/15/19     70
GMAC                                  6.000%  02/15/19     68
GMAC                                  6.000%  02/15/19     68
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     71
GMAC                                  6.000%  03/15/19     67
GMAC                                  6.000%  03/15/19     67
GMAC                                  6.000%  04/15/19     66
GMAC                                  6.000%  09/15/19     61
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     68
GMAC                                  6.050%  10/15/19     66
GMAC                                  6.100%  11/15/13     65
GMAC                                  6.100%  09/15/19     68
GMAC                                  6.125%  10/15/19     61
GMAC                                  6.150%  11/15/13     65
GMAC                                  6.150%  12/15/13     64
GMAC                                  6.150%  08/15/19     66
GMAC                                  6.150%  09/15/19     67
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     72
GMAC                                  6.200%  04/15/19     65
GMAC                                  6.250%  07/15/13     74
GMAC                                  6.250%  11/15/13     69
GMAC                                  6.250%  12/15/18     69
GMAC                                  6.250%  01/15/19     65
GMAC                                  6.250%  04/15/19     73
GMAC                                  6.250%  05/15/19     68
GMAC                                  6.250%  07/15/19     65
GMAC                                  6.300%  11/15/13     74
GMAC                                  6.300%  08/15/19     65
GMAC                                  6.300%  08/15/19     68
GMAC                                  6.350%  04/15/19     66
GMAC                                  6.350%  07/15/19     65
GMAC                                  6.350%  07/15/19     66
GMAC                                  6.375%  08/01/13     68
GMAC                                  6.400%  12/15/18     69
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     69
GMAC                                  6.500%  05/15/12     72
GMAC                                  6.500%  06/15/12     73
GMAC                                  6.500%  06/15/12     72
GMAC                                  6.500%  02/15/13     74
GMAC                                  6.500%  06/15/13     68
GMAC                                  6.500%  11/15/13     74
GMAC                                  6.500%  06/15/18     68
GMAC                                  6.500%  11/15/18     70
GMAC                                  6.500%  12/15/18     70
GMAC                                  6.500%  12/15/18     67
GMAC                                  6.500%  05/15/19     67
GMAC                                  6.500%  01/15/20     66
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     69
GMAC                                  6.600%  06/15/12     73
GMAC                                  6.600   06/15/12     73
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     68
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     67
GMAC                                  6.650%  10/15/18     70
GMAC                                  6.650%  10/15/18     71
GMAC                                  6.650%  02/15/20     69
GMAC                                  6.700%  07/15/12     73
GMAC                                  6.700%  05/15/14     73
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  06/15/18     69
GMAC                                  6.700%  11/15/18     67
GMAC                                  6.700%  06/15/19     71
GMAC                                  6.700%  12/15/19     70
GMAC                                  6.700%  06/15/14     72
GMAC                                  6.750%  07/15/16     72
GMAC                                  6.750%  08/15/16     72
GMAC                                  6.750%  09/15/16     74
GMAC                                  6.750%  06/15/17     72
GMAC                                  6.750%  03/15/18     68
GMAC                                  6.750%  07/15/18     71
GMAC                                  6.750%  09/15/18     71
GMAC                                  6.750%  10/15/18     71
GMAC                                  6.750%  11/15/18     68
GMAC                                  6.750%  05/15/19     66
GMAC                                  6.750%  05/15/19     67
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     71
GMAC                                  6.800%  09/15/18     68
GMAC                                  6.800%  10/15/18     69
GMAC                                  6.850%  05/15/18     72
GMAC                                  6.875%  08/15/16     74
GMAC                                  6.875%  07/15/18     72
GMAC                                  6.900%  06/15/17     73
GMAC                                  6.900%  07/15/18     72
GMAC                                  6.900%  08/15/19     71
GMAC                                  6.950%  06/15/17     74
GMAC                                  7.000%  07/15/12     74
GMAC                                  7.000%  06/15/17     75
GMAC                                  7.000%  07/15/17     71
GMAC                                  7.000%  02/15/18     74
GMAC                                  7.000%  02/15/18     69
GMAC                                  7.000%  02/15/18     67
GMAC                                  7.000%  03/15/18     73
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     70
GMAC                                  7.000%  09/15/18     69
GMAC                                  7.000%  02/15/21     71
GMAC                                  7.000%  09/15/21     66
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     68
GMAC                                  7.000%  11/15/23     71
GMAC                                  7.000%  11/15/24     72
GMAC                                  7.000%  11/15/24     70
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     73
GMAC                                  7.050%  03/15/18     74
GMAC                                  7.050%  04/15/18     73
GMAC                                  7.100%  07/15/12     74
GMAC                                  7.125%  10/15/17     74
GMAC                                  7.150%  07/15/12     75
GMAC                                  7.150%  09/15/18     73
GMAC                                  7.150%  01/15/25     65
GMAC                                  7.150%  03/15/25     66
GMAC                                  7.200%  10/15/17     75
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     75
GMAC                                  7.250%  09/15/17     73
GMAC                                  7.250%  01/15/18     74
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     75
GMAC                                  7.250%  08/15/18     74
GMAC                                  7.250%  08/15/18     71
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     73
GMAC                                  7.250%  02/15/25     69
GMAC                                  7.250%  03/15/25     68
GMAC                                  7.300%  12/15/17     73
GMAC                                  7.300%  01/15/18     75
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     73
GMAC                                  7.375%  04/15/18     71
GMAC                                  7.400%  12/15/17     73
GMAC                                  7.500%  11/15/17     74
GMAC                                  7.500%  03/15/25     74
GMAC                                  8.000%  11/15/17     73
GMAC                                  8.000%  03/15/25     72
GMAC                                  8.650%  08/15/15     70
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.625%  06/01/15     74
Harrahs Oper Co                       5.750%  10/01/17     70
Headwaters Inc                        2.500%  02/01/14     74
Herbst Gaming                         7.000%  11/15/14     67
Herbst Gaming                         8.125%  06/01/12     68
Hines Nurseries                      10.250%  10/01/11     74
HNG Internorth                        9.625%  03/15/06     19
Ion Media                            11.000%  07/31/13     67
Iridium LLC/CAP                      10.875%  07/15/05      2
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      2
Iridium LLC/CAP                      14.000%  07/15/05      2
K Hovnanian Entr                      6.000%  01/15/10     68
K Hovnanian Entr                      6.250%  01/15/16     68
K Hovnanian Entr                      6.250%  01/15/16     68
K Hovnanian Entr                      6.375%  12/15/14     70
K Hovnanian Entr                      6.500%  01/15/14     69
K Hovnanian Entr                      7.500%  05/15/16     71
K Hovnanian Entr                      7.750%  05/15/13     57
K Hovnanian Entr                      8.625%  01/15/17     72
K Hovnanian Entr                      8.875%  04/01/12     59
Kaiser Aluminum                       9.875%  02/15/02      5
Kaiser Aluminum                      12.750%  02/01/03      6
Kimball Hill Inc                     10.500%  12/15/12     51
Kmart Corp                            9.350%  01/02/20      5
Kmart Corp                            9.780%  01/05/20      0
KMart Funding                         8.800%  07/01/10      9
KMart Funding                         9.440%  07/01/18     60
Knight Ridder                         6.875%  03/15/29     74
Liberty Media                         3.250%  03/15/31     75
Liberty Media                         3.750%  02/15/30     58
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     59
LTV Corp                              8.200%  09/15/07      0
Magna Entertainm                      7.250%  12/15/09     74
McSaver Financl                       7.400%  02/15/02      5
McSaver Financl                       7.600%  08/01/07      5
McSaver Financl                       7.875%  08/01/03      5
Meritage Homes                        6.250%  03/15/15     71
Metaldyne Corp                       11.000%  06/15/12     67
Morris Publish                        7.000%  08/01/13     73
Mosler Inc                           11.000%  04/15/03      0
Movie Gallery                        11.000%  05/01/12     27
Mrs Fields                            9.000%  03/15/11     74
Muzak LLC                             9.875%  03/15/09     53
National Steel Corp                   8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     60
New Orl Grt N RR                      5.000%  07/01/32     61
Northern Pacific RY                   3.000%  01/01/47     51
Northern Pacific RY                   3.000%  01/01/47     51
Northpoint Comm                      12.875%  02/15/10      0
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     58
Nutritional Src                      10.125%  08/01/09      5
Nuveen Invest                         5.500%  09/15/15     70
Oakwood Homes                         7.875%  03/01/04     13
Oakwood Homes                         8.125%  03/01/09      3
Oscient Pharma                        3.500%  04/15/11     58
Oscient Pharma                        3.500%  04/15/11     55
Outboard Marine                       9.125%  04/15/17      5
Pac-West Telecom                     13.500%  02/01/09      1
Pac-West Telecom                     13.500%  02/01/09      3
Pegasus Satellite                    13.500%  03/01/07      0
Phelps Dodge                          6.125%  03/15/34     71
Pixelworks Inc                        1.750%  05/15/24     70
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     26
Pope & Talbot                         8.375%  06/01/13     24
Portola Packagin                      8.250%  02/01/12     75
Primus Telecom                        3.750%  09/15/10     59
Primus Telecom                        8.000%  01/15/14     53
Propex Fabrics                       10.000%  12/01/12     34
PSInet Inc                           10.000%  02/15/05      0
Pulte Homes Inc                       6.000%  02/15/35     74
Radian Group                          5.375%  06/15/15     74
Radnor Holdings                      11.000%  03/15/10      0
Rayovac Corp                          8.500%  10/01/13     67
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         10.500%  04/15/14     73
Realogy Corp                         12.375%  04/15/15     64
Residential Cap                       6.000%  02/22/11     62
Residentail Cap                       6.125%  11/21/08     75
Residential Cap                       6.375%  06/30/10     63
Residential Cap                       6.500%  06/01/12     61
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     61
Rite Aid Corp                         7.700%  02/15/27     71
RJ Tower Corp.                       12.000%  06/01/13      3
Saint Acquisition                    12.500%  05/15/17     50
ServiceMaster Co                      7.100%  03/01/18     70
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     66
Six Flags Inc                         4.500%  05/15/15     70
Six Flags Inc                         9.625%  06/01/14     71
Six Flags Inc                         9.750%  04/15/13     73
SLM Corp                              5.000%  06/15/28     74
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.250%  03/15/19     71
SLM Corp                              5.250%  03/15/28     73
SLM Corp                              5.250%  12/15/28     71
SLM Corp                              5.400%  03/15/30     68
SLM Corp                              5.400%  06/15/30     70
SLM Corp                              5.400%  06/15/30     67
SLM Corp                              5.450%  12/15/20     74
SLM Corp                              5.450%  06/15/28     70
SLM Corp                              5.500%  06/15/29     69
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  03/15/30     71
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.500%  12/15/30     70
SLM Corp                              5.550%  03/15/29     74
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  06/15/29     75
SLM Corp                              5.600%  12/15/29     69
SLM Corp                              5.600%  12/15/29     72
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     69
SLM Corp                              5.650%  12/15/29     71
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     70
SLM Corp                              5.700%  03/15/29     70
SLM Corp                              5.700%  12/15/29     75
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     72
SLM Corp                              5.750%  06/15/29     72
SLM Corp                              5.750%  09/15/29     69
SLM Corp                              5.750%  09/15/29     74
SLM Corp                              5.750%  12/15/29     71
SLM Corp                              5.750%  12/15/29     72
SLM Corp                              5.750%  12/15/29     73
SLM Corp                              5.750%  12/15/29     69
SLM Corp                              5.750%  03/15/30     70
SLM Corp                              5.800%  12/15/29     70
SLM Corp                              5.850%  09/15/29     74
SLM Corp                              5.850%  09/15/29     71
SLM Corp                              5.850%  12/15/31     73
SLM Corp                              6.000%  06/15/26     74
SLM Corp                              6.000%  06/15/26     74
SLM Corp                              6.000%  12/15/28     75
SLM Corp                              6.000%  06/15/29     70
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  09/15/29     72
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  12/15/31     72
SLM Corp                              6.000%  12/15/31     75
SLM Corp                              6.050%  12/15/31     71
SLM Corp                              6.100%  12/15/31     72
SLM Corp                              6.150%  09/15/29     75
SLM Corp                              6.200%  12/15/31     70
SLM Corp                              6.250%  06/15/29     75
SLM Corp                              6.250%  09/15/29     73
SLM Corp                              6.350%  09/15/31     75
SLM Corp                              6.400%  09/15/31     75
SLM Corp                              6.500%  09/15/31     74
Spacehab Inc                          5.500%  10/15/10     54
Special Devices                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     72
Standard Pac Corp                     5.125%  04/01/09     69
Standard Pac corp                     6.000%  10/01/12     43
Standard Pac Corp                     6.250%  04/01/14     62
Standard Pacific                      6.500%  08/15/10     66
Standard Pac Corp                     6.875%  05/15/11     65
Standard Pac corp                     7.000%  08/15/15     62
Standard Pacific                      7.750%  03/15/13     63
Standard Pacific                      9.250%  04/15/12     36
Stanley-Martin                        9.750%  08/15/15     67
Station Casinos                       6.625%  03/15/18     74
Tekni-Plex Inc                       12.750%  06/15/10     54
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     73
Times Mirror Co                       6.610%  09/15/27     58
Times Mirror Co                       7.250%  03/01/13     72
Times Mirror Co                       7.250%  11/15/96     58
Times Mirror-New                      7.500%  07/01/23     62
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11      5
Tousa Inc                             7.500%  01/15/15      3
Tousa Inc                             9.000%  07/01/10     37
Tousa Inc                             9.000%  07/01/10     37
Tousa Inc                            10.375%  07/01/12      4
Toys R Us                             7.375%  10/15/18     74
Trans Mfg Oper                       11.250%  05/01/09     60
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     63
True Temper                           8.375%  09/15/11     62
TXU Corp                              6.500%  11/15/24     71
TXU Corp                              6.550%  11/15/34     69
United Air Lines                      9.200%  03/22/08     49
United Air Lines                      9.350%  04/07/16     30
United Air Lines                      9.560%  10/19/18     54
United Air Lines                     10.020%  03/22/14     49
United Air Lines                     10.850%  02/19/15     30
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.900%  01/01/49      0
Venture Holdings                      9.500%  07/01/05      0
Venture Holdings                     11.000%  06/01/07      0
Venture Holdings                     12.000%  06/01/09      0
Vertis Inc                           10.875%  06/15/09     66
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     58
Wachovia Corp                         9.250%  04/10/08     54
Wachovia Corp                        15.500%  12/05/07     48
WCI Communities                       4.000%  08/05/23     72
WCI Communities                       6.625%  03/15/15     54
WCI Communities                       7.875%  10/01/13     58
WCI Communities                       9.125%  05/01/12     60
Webster Capital                       7.650%  06/15/37     75
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     57
William Lyon                          7.625%  12/15/12     60
William Lyon                         10.750%  04/01/13     60
Wimar Op LLC/Fin                      9.625%  12/15/14     69
Wimar Op LLC/Fin                      9.625%  12/15/14     69
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Wornick Co                           10.875%  07/15/11     69
Young Broadcasting                    8.750%  01/15/14     73
Ziff Davis Media                     12.000%  08/12/09     56

                             *********

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, 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 ***