TCR_Public/071205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 5, 2007, Vol. 11, No. 288

                             Headlines


1031 TAX GROUP: Extra Expenses Tied to Mr. Okun's Yacht
1031 TAX GROUP: Sale Protocol on Transferred Assets Proposed
1755 AQUA: Court Approves Scott Alan Orth as Counsel
ACA ABS: Increased Expected Loss Cues Moody's Ratings Downgrades
ACE SECURITIES: Moody's Lowers Ratings on Two Cert. Classes to B2

ADAMS SQUARE: Moody's Lowers Rating on $342MM Senior Swap to B3
ADELPHIA COMMUNICATIONS: Court Awards Comcast $9 Million
AEGIS ASSET: Moody's Downgrades Ratings on 20 Cert. Classes
AEGIS MORTGAGE: Countrywide Wants Stay Lifted to Pursue Actions
AEGIS MORTGAGE: BoNY Wants Stay Lifted to Pursue Civil Actions

AFFILIATED COMPUTER: Fitch Removes Ratings from Negative Watch
AMERICAN MEDIA: Sept. 30 Balance Sheet Upside-Down by $355 Million
AMERISOURCEBERGEN: Extends Long-Term Tie-Up with Medco Health
ASC INC: Plan Proponents Have Until Feb. 1 to Settle Disputes
ASHTON WOODS: Moody's Cuts Corp. Family Rating to B3 from B2

BEA CBO: Fitch Retains Junk Rating on $20MM Class A-3 Notes
BEAR STEARNS: Moody's Lowers Ratings on 41 Certificate Classes
BEAR STEARNS: Stable Performance Cues Fitch to Affirm Ratings
BEARINGPOINT INC: Board Names F. Edwin Harbach as CEO and Pres.
BLACKHAWK AUTOMOTIVE: Court OKs Morris-Anderson as Fin'l Advisor

BLACKHAWK AUTOMOTIVE: Can Hire W.Y. Campbell as Investment Banker
BLACKHAWK AUTOMOTIVE: Court Approves Equipment Buy Pact w/ Stopol
BOYS DAY OUT: Voluntary Chapter 11 Case Summary
C-BASS MORTGAGE: Moody's Cuts Rating on Cl. M-4 Certificates to B1
CALPINE CORP: Various Parties Object to Plan Confirmation

CALPINE CORP: Wants to Liquidate $144.25 Million ULC1 Notes
CALUMET LUBRICANTS: Moody's Rates $385 Million Term Loan at B1
CAMPBELL RESOURCES: MSV Resources Completes Obligations to Lenders
CATHOLIC CHURCH: Davenport Inks $37 Mil. Settlement with Victims
CENTERSTAGING CORP: Sept. 30 Balance Sheet Upside-Down by $15.8 MM

CHINA HEALTH: Posts $141,918 Net Loss in Third Quarter
CHRYSLER LLC: Downsizing Plan Effectuates, Salaried Workers Leave
CITGO PETROLEUM: Moody's Rates Revenue Bonds at Ba1
CLEAR CHANNEL: Gets FCC Approval for $1.3 Bil. Sale to Newport TV
CLEAR CHANNEL: Provides Update on Bain Capital/THLP Merger

CLEAR CHANNEL: Paying $0.1875 Quarterly Dividend January 15
COINSTAR INC: Moody's Withdraws Ba2 Corporate Family Rating
COLUMBIA AIRCRAFT: Completes Asset Sale to Textron's Cessna
COUNTRYWIDE FINANCIAL: CEO Mozilo Says Bankruptcy Not Likely
CSFB ADJUSTABLE: Moody's Downgrades Ratings on 14 Tranches

CWABS: Moody's Cuts Ratings on Two Cert. Classes to Ba1 from A3
EXCELLENCY INVESTMENT: Has Equity Deficit of $7.9 Mil. at Sept. 30
FAIRFAX FINANCIAL: Fitch Lifts Issuer Default Rating to BB+
FEDDERS CORPORATION: Wants March 4, 2008 Set as Claims Bar Date
FIRST MAGNUS: Wants Court to Vacate Order Rejecting Trinity Deals

FIRST MAGNUS: Countrywide, et al., Balk at Disclosure Statement
FREEDOM COMMS: Weak Performance Cues Moody's to Cut Rating to Ba3
FREMONT HOME: Moody's Cuts Rating on Class SL-A Certs. to B3
GDSP SHIVA: Voluntary Chapter 11 Case Summary
GIGABEAM CORP: Posts $4,120,967 Net Loss in Third Quarter

GOODYEAR TIRE: James A. Firestone Elected to Goodyear Board
GREEN TREE: Fitch Holds Junk Ratings as Part of Surveillance
GROWERS DIRECT: Posts $2,464,180 Net Loss in Third Quarter
GUAM ECONOMIC: Fitch Will Rate $439,680 Series 2007C Bonds at BB
HANCOCK FABRICS: Wants Until May 30 to File Chapter 11 Plan

HANCOCK FABRICS: Court Okays Claims Resolution Procedures
HOVNANIAN ENT: Ends $20 Million Redevelopment Project at Wildwood
INTERACTIVE TV: Sept. 30 Balance Sheet Upside-Down by $14 Million
INTERNATIONAL NORCENT: Wants February 19 Set as Claims Bar Date
INTERNATIONAL NORCENT: Taps Connoly as Special Litigation Counsel

INTERSTATE BAKERIES: Plea for Details of Teamster Pact Denied
INTERSTATE BAKERIES: Wants DIP Financing Maturity Extended
INTERSTATE HOTELS: Completes $118 Million Buyout of Three Hotels
ISLE OF CAPRI: Posts $24.6 Million Net Loss in 2008 Second Quarter
J CREW OPERATING: Strong Performance Cues Moody's to Lift Rating

JP MORGAN: Fitch Affirms 'B-' Rating on $5.2MM Class N Certs.
KIMBALL HILL: Moody's Lowers All Ratings with Negative Outlook
LE-NATURE'S: Files Second Amended Disclosure Statement and Plan
LE-NATURE'S: Hearing on 2nd Amended Disclosure Statement is Jan. 3
LONG BEACH: Moody's Cuts Rating on Cl. A-1 Certs. to Ba1 from A3

LYNN KASEL: Case Summary & 11 Largest Unsecured Creditors
MASTR SECOND: Low Credit Enhancement Cues Moody's to Cut Ratings
MCMILLIN COS: Moody's Junks Ratings with Negative Outlook
MERRILL LYNCH: Moody's Downgrades Ratings on 43 Tranches
MIDTOWN MANOR: Case Summary & 21 Largest Unsecured Creditors

MITCHELL DEUTSCH: Voluntary Chapter 11 Case Summary
MONEY CENTERS: Sept. 30 Balance Sheet Upside-Down by $6.8 Million
MORGAN STANLEY: Fitch Holds 'B' Rating on $7.9MM Class K Certs.
MORGAN STANLEY: Fitch Holds 'BB-' Rating on $9.5MM Class H Certs
MORGAN STANLEY: Moody's Cuts Rating on Cl. B4 Certs. to C from Ca

MORTGAGE LENDERS: Has Until February 4 to Remove Actions
NATCO INT'L: Sept. 30 Balance Sheet Upside-Down by $1,056,256
NEW CENTURY: Moody's Lowers Rating on Cl. A-2b Certs. to Ba1
NOMURA ASSET: Moody's Junks Ratings on 19 Certificate Classes
NOVASTAR MORTGAGE: Moody's Downgrades Ratings on Nine Classes

OPTIGENEX INC: Sept. 30 Balance Sheet Upside-Down by $5,958,008
OWENS CORNING: Court Approves Settlement Pact with Ohio
PAMPELONNE CDO: Moody's Junks Rating on Four Note Classes
PERFORMANCE TRANS: Taps FTI Consulting as Financial Advisor
PERFORMANCE TRANS: Taps Sitrick as Communications Consultants

PERFORMANCE TRANS: Wants Imperial Capital as Investment Banker
PILGRIM'S PRIDE: Paying Quarterly Dividend on December 14
POPE & TALBOT: Asks B.C. Court for Authority to Sell Surplus Lands
POPE & TALBOT: Wants to Implement Cross-Border Insolvency Protocol
POPE & TALBOT: Selects KPMG LLP as Independent Auditor

PROJECT FUNDING: Moody's Lowers Rating on $537.08MM Notes to Ba2
QWEST COMMS: Fitch Affirms 'BB' Issuer Default Rating
RAFAELLA APPAREL: Moody's Holds B1 CFR and Revises Outlook
RENT-A-CENTER: To Close 280 Stores as Part of Consolidation Plan
RENT-A-CENTER: Earns $25 Million in Quarter Ended September 30

REUNION INDUSTRIES: Inks $15 Million DIP Pact with Wachovia
RHODES COMPANIES: Moody's Puts Ca Rating on Sr. Secured Loan
ROUGE INDUSTRIES: Has Until January 18 to File Liquidating Plan
SALANDER-O'REILLY: Sotheby's Wants to Auction 29 Art Pieces
SECURITIZED ASSET: Moody's Lowers Ratings on 41 Tranches

SOLAR STAMPING: Court Converts Reorganization Case to Chapter 7
SOLUTIA INC: Noteholders to Appeal Ruling on Claim
SPRINGWOOD CLIFFS: Case Summary & 30 Largest Unsecured Creditors
STANLEY-MARTIN: Moody's Junks Corporate Family Rating
SVI MEDIA: Sept. 30 Balance Sheet Upside-Down by $18.6 Million

TABS 2006-5: Moody's Cuts Rating on $950MM Notes to Ba2 from A3
TENNECO INC: Completes Partial Offering of 10-1/4% Senior Notes
THOMAS EDWARDS: Voluntary Chapter 11 Case Summary
THORPE INSULATION: Futures Representative Wants Fergus as Counsel
THORPE INSULATION: Futures Rep Wants Hamilton as Consultant

TRUMP ENTERTAINMENT: Earns $6.6 Million in Quarter Ended Sept. 30
TRUMP ENTERTAINMENT: CFO & EVP Dale Black To Resign on Dec. 14
UAP HOLDING: Selling Stake to Agrium Inc. Through Tender Offer
UAP HOLDING: $2.65 Bil. Agrium Deal Cues Moody's Ratings Review
UNIVERSAL ENERGY: Posts $4,319,107 Net Loss in Third Quarter

VERIFONE HOLDINGS: To Restate Financial Statements in Prior Qtrs.
VESCOR DEVELOPMENT: U.S. Trustee Can Appoint Chapter 11 Trustee
WATERFORD EQUITIES: Wants to Hire Moses & Singer as Counsel
WATERFORD EQUITIES: Taps Wiggin and Dana as Special Counsel
WILLIAM LYON: Negative Cash Flow Cues Moody's Ratings Downgrades

WILLIAM WORTHY: Voluntary Chapter 11 Case Summary
XEROX CORP: Names New Senior Leadership in North America
YOUR BLACK MUSLIM: NCK LLC Wins Auction With $1,052,000 Offer

* Euler Hermes Says Credit Index Shows Economic Contraction
* Mintz Levin Forms Group to Address Subprime Market Crisis

* Fitch Says Neg. Performance in RMBS and SF CDO Leads to EOD
* Fitch Says Real Estate Loan CDO Delinquencies Increased
* Fitch Says US Paper Industry Was Stymied By Housing Downturn

* Moody's Lowers Ratings on Six Rated Homebuilders Companies

* Upcoming Meetings, Conferences and Seminars

                             *********

1031 TAX GROUP: Extra Expenses Tied to Mr. Okun's Yacht
-------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 Trustee for The 1031
Tax Group LLC and its debtor-affiliates, is seeking authority
from the U.S. Bankruptcy Court for the Southern District of
New York to pay for additional expenses tied to a yacht
transferred to the Debtors by their former executive, Edward
H. Okun, according to Bill Rochelle of Bloomberg News.

Bloomberg relates that the cost includes payment of:

   -- $24,000 a month for the crew on the yacht;

   -- $17,400 a month for insurance; and

   -- $42,000 in past-due rent on the dock for the yacht.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  Thomas J. Weber, Esq.,
Melanie L. Cyganowski, Esq., and Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, represent the Official Committee of
Unsecured Creditors.  As of Sept. 30, 2007, the Debtors had total
assets of $164,231,012 and total liabilities of $168,126,294,
resulting in a total stockholders' deficit of $3,895,282.

Gerard A. McHale, Jr., was appointed as the Debtors' Chapter 11
trustee on Oct. 25, 2007.  Jonathan L. Flaxer, Esq., at Golenbock
Eiseman Assor Bell & Peskoe LLP represents Mr. McHale.


1031 TAX GROUP: Sale Protocol on Transferred Assets Proposed
------------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 Trustee for The 1031
Tax Group LLC and its debtor-affiliates, seeks the U.S.
Bankruptcy Court for the Southern District of New York's
approval of a proposed procedure for the sale of the assets
acquired from the Debtors' former executive, Edward H. Okun.

Specifically, Mr. McHale proposes:

   -- a sale of individual assets for amounts of $10,000
      or less, subject to an overall cap of $50,000 upon
      three business days' notice to the United States
      Trustee and the Official Committee of Unsecured
      Creditors;

   -- that upon notification, if the U.S. Trustee or the
      Committee objects within that three businesse days,
      then the Chap. 11 Trustee will not proceed with the
      proposed sale, and may seek approval of the sale
      before the Court;

   -- sale of an older model Dodge Intrepid car for $1,000
      to a ready buyer; and

   -- sale of a trailer at an annual race car-related auction in
      Indiana.

As reported in the Troubled Company Reporter on Oct. 29,
2007, the Court approved an agreement entered into by the
1031, its debtor-affiliates, the Official Committee of
Unsecured Creditors, and Mr. Okun, which provides for the
transfer of al of Mr. Okun's assets to the Debtors.

Under the agreement, the assets to be transferred won't include:

   -- two automobiles retained for Mr. Okun's personal use;

   -- Mr. Okun's residence at 394 South Hibiscus Drive in Miami,
      Florida;

   -- Mr. Okun's residence at 39 and 49 Aaron Road in Wolfeboro,
      New Hampshire; and

   -- customary and usual contents of Mr. Okun's residences (but
      excluding any property not of a personal nature).

The assets subject of the transfer are tied to a series of
unsecured promissory notes Mr. Okun had issued to the Debtors
during the course of the Debtors' business.

The aggregate principal amount of the notes is approximately
$130 million with approximately $18.8 million in accrued, unpaid
interest as of Sept. 30, 2007, which interest amount increases at
the approximate rate of $1.5 million per month.

According to the Debtors, the notes are among the few remaining
assets in their estate.

The Debtors contended that the agreement is the most efficient way
to achieve maximum creditor recovery and contemplate that the
operation and eventual liquidation of the assets would form the
structural underpinning of a plan of liquidation they may file
later.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  Thomas J. Weber, Esq.,
Melanie L. Cyganowski, Esq., and Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, represent the Official Committee of
Unsecured Creditors.  As of Sept. 30, 2007, the Debtors had total
assets of $164,231,012 and total liabilities of $168,126,294,
resulting in a total stockholders' deficit of $3,895,282.

Gerard A. McHale, Jr., was appointed as the Debtors' Chapter 11
trustee on Oct. 25, 2007.  Jonathan L. Flaxer, Esq., at Golenbock
Eiseman Assor Bell & Peskoe LLP represents Mr. McHale.


1755 AQUA: Court Approves Scott Alan Orth as Counsel
----------------------------------------------------
1755 Aqua Vista II LLC obtained authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ the Law
Offices of Scott Alan Orth, PA, as its counsel.

Scott Orth will:

   a. advise the Debtor with respect to its powers and duties as
      debtors and the continued management of business operations;

   b. advise the Debtor with respect to its responsibilities in
      complying with the United States Trustee's operating
      guidelines and reporting requirements and with the rules of
      the Court;

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

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

   e. represent the Debtor in negotiations with its creditors in
      the preparation of sale papers and a chapter 11 plan.

The Debtor has agreed to pay Scott Alan on an hourly basis:

      Professional                Rate
      ------------                ----
      Scott Orth, Esq.            $325
      John Penson, Esq.           $265

Other attorneys and paralegals will render services to the Debtor
as needed.

The Debtor related to the Court that its principal has paid Mr.
Orth a $10,000 retainer.

The the best of the Debtor's knowledge, Scott Orth does not
represent any interest adverse to it or its estate.

The firm can be reached at:

             Scott Alan Orth, Esq.
             The Law Offices of Scott Alan Orth, PA
             9999 Northeast, 2 Avenue #204
             Miami Shores, FL 33138
             Tel: (305) 757-3300

                      About 1755 Aqua Vista

North Miami, Florida-based 1755 Aqua Vista II LLC owns and
develops real estate in North Bay Village in Miami-Dade County,
Florida.  The Debtor filed for chapter 11 bankruptcy on Oct. 24,
2007 (Bankr. S.D. Fl. Case No. 07-19056).  Scott Alan Orth, Esq.
at The Law Offices of Scott Alan Orth, PA, represents the Debtor
in its restructuring efforts.

North Bay Village Investment Trust LLC, formerly Peninsula Bank,
is the Debtor's largest secured creditor with an $8 million claim
under a final judgment of mortgage foreclosure issued by the
Miami-Dade Circuit Court.  North Bay holds a first priority lien
on the Debtor's real property.  James B. Miller, Esq., is North
Bay's counsel.

The Debtor's schedules show total assets of $14,000,000 and total
liabilities of $6,140,958.


ACA ABS: Increased Expected Loss Cues Moody's Ratings Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by ACA ABS 2007-1, Ltd. and left on review for
possible further downgrade ratings of three of these classes of
notes.  The notes affected by these rating action are as:

Class Description: $930,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047
  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $125,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047
  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $198,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047
  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $72,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047
  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $30,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047
  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $40,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047
  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 15, 2007, of an event of default
caused by a failure of the Senior Adjusted Credit Ratio to equal
or exceed 100%, as required under Section 5.1(h) of the Indenture
dated Mar. 8, 2007.

ACA ABS 2007-1, Ltd is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Senior Adjusted Credit Ratio
failed to meet the required level.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The expected losses
of certain tranches may be different, however, depending on the
timing and choice of remedy to be pursued by certain Noteholders.
Because of this uncertainty, the Class A1S, Class A1J and the
Class A2 Notes remain on review for possible downgrade pending the
receipt of definitive information.


ACE SECURITIES: Moody's Lowers Ratings on Two Cert. Classes to B2
-----------------------------------------------------------------
Moody's Investors Service has downgraded 34 certificates and
placed on review for possible downgrade eight certificates from
five transactions issued by Ace Securities Corp. Home Equity Loan
Trust.  All transactions are backed by second lien loans. The
certificates were downgraded and placed on review for possible
downgrade because the bonds' credit enhancement levels, including
excess spread and subordination, were too low compared to the
current projected loss numbers at the previous rating levels.

Substantial pool losses over the last few months in many of the
deals have continued to erode credit enhancement available to the
mezzanine and senior certificates.  Despite the large amount of
write-offs due to losses, delinquency pipelines have remained high
as borrowers continue to default.  The actions reflect Moody's
expectation that the significant delinquency pipelines will have a
further negative impact on the credit support for the senior and
mezzanine certificates.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
ASL1

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba1 from A3
  -- Cl. M-7, Downgraded to Ba3 from Baa1
  -- Cl. M-8, Downgraded to B3 from Ba1
  -- Cl. M-9, Downgraded to Caa2 from Ba2
  -- Cl. M-10, Downgraded to Ca from B2

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL1

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently Aa2
  -- Cl. M-3, Downgraded to Baa3 from A2
  -- Cl. M-4, Downgraded to Ba3 from Baa1
  -- Cl. M-5, Downgraded to Caa1 from Ba1
  -- Cl. M-6, Downgraded to Ca from Ba3
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL2

  -- Cl. A, Downgraded to Baa3 from A1
  -- Cl. M-1, Downgraded to Ba3 from Baa1
  -- Cl. M-2A, Downgraded to Caa1 from Ba1
  -- Cl. M-2B, Downgraded to Caa1 from Ba1
  -- Cl. M-3, Downgraded to Ca from Ba3
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL3

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa
  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa
  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa1
  -- Cl. M-2, Downgraded to Baa3 from A2
  -- Cl. M-3, Downgraded to Ba3 from Baa1
  -- Cl. M-4, Downgraded to B2 from Baa2
  -- Cl. M-5, Downgraded to Ca from Baa3
  -- Cl. M-6, Downgraded to C from Ba1
  -- Cl. M-7, Downgraded to C from B1
  -- Cl. M-8, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL4

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa1
  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently Aa2
  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently Aa3
  -- Cl. M-4, Downgraded to Baa3 from A1
  -- Cl. M-5, Downgraded to Ba2 from A2
  -- Cl. M-6, Downgraded to B2 from A3
  -- Cl. M-7, Downgraded to Caa2 from Baa1
  -- Cl. M-8, Downgraded to Ca from Ba1
  -- Cl. M-9, Downgraded to C from B1
  -- Cl. M-10, Downgraded to C from Ca


ADAMS SQUARE: Moody's Lowers Rating on $342MM Senior Swap to B3
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating of a super senior swap
transaction entered into by Adams Square Funding I, Ltd. as:

  (1) $342,000,000 Super Senior Swap Transaction

  * Prior Rating: Ba2, on review for possible downgrade

  * Current rating: B3, on review for possible downgrade

The rating addresses the likelihood that, and the extent to which,
Adams Square Funding I, Ltd. as seller of protection, will receive
Floating Payments from and be required to pay Fixed Payments to
the buyer of protection.

The rating action reflects severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Oct. 12, 2007, as reported by the Trustee on Oct. 18, 2007, of an
event of default caused by a failure of the Class A
Overcollateralization Ratio to equal or exceed 100%, as required
under Section 5.1(h) of the Indenture dated December 15, 2006.

Adams Square Funding I, Ltd. is a hybrid collateralized debt
obligation backed primarily by a portfolio of RMBS securities, CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus the Class A Overcollateralization
Ratio failed to meet the required level.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard, Moody's has received notification from the Trustee that
the Supersenior Swap Counterparty has directed the Trustee to
liquidate Cash Assets and terminate Credit Default Swaps existing
under the Indenture.

The rating downgrade taken today reflects the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the outcome of the liquidation.  Because of this
uncertainty, the ratings assigned by Moody's to the Super Senior
Swap Transaction, Class A Notes, Class B-1 Notes and Class B-2
Notes remain on review for possible downgrade pending the receipt
of definitive information.


ADELPHIA COMMUNICATIONS: Court Awards Comcast $9 Million
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
awarded Comcast Corp. $9,000,000 in lieu of all distributions to
which Comcast would otherwise have been entitled to under
Reorganized  Adelphia Communications Corp.'s First Modified Fifth
Amended Joint Plan of Reorganization on account of:

   -- the Retained Claims as defined in the April 20, 2005 Asset
      Purchase Agreement, as amended, between Adelphia
      Communications Corp. and Comcast; and

   -- Comcast's Claim Nos. 16336, 16337, 16342, 16343, 16344, and
      16345 related to three joint ventures between the ACOM
      Debtors, on the one hand, and Comcast, TCI Adelphia
      Holdings, LLC, and TCI California Holdings, LLC, on the
      other hand.

The Comcast Joint Venture Claims will be deemed Allowed
Subsidiary Debtor Other Unsecured Claims under the Plan, the
Court clarifies.

Comcast, along with Time Warner Cable, acquired substantially all
of ACOM's assets in July 2006 for approximately $12.5 billion in
cash and approximately 16% of the equity of Time Warner's cable
subsidiary.

With the exception of any claims under the Comcast APA, the ACOM
Debtors and and the Adelphia Recovery Trust are deemed to have
released any and all claims against the Joint Ventures, TCI
Adelphia Holdings, and TCI California Holdings that arose on or
prior to November 26, 2007.

The Reorganized ACOM Debtors had objected to more than 100 claims
filed by Comcast, asserting that the Comcast Claims:

   -- are not reflected in their books and records;

   -- do not contain adequate information or documentation
      supporting the claim amounts; or

   -- are duplicative to other claims.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on
June 25, 2002.  Those cases are jointly administered under case
number 02-41729.  Willkie Farr & Gallagher represents the Debtors
in their restructuring efforts.  PricewaterhouseCoopers serves as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.  The
Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 180; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AEGIS ASSET: Moody's Downgrades Ratings on 20 Cert. Classes
-----------------------------------------------------------
Moody's downgrades twenty two classes of certificates from six
deals issued by Aegis Asset-Backed Securities Trust in 2004 and
2005.

Moody's Investors Service has downgraded twenty two classes of
certificates from six deals issued by Aegis Asset-Backed
Securities Trust.  The actions are based on the analysis of the
credit enhancement provided by subordination,
overcollateralization and excess spread relative to expected
losses.  The transactions are backed by subprime, fixed and
adjustable-rate mortgage loans.

These deals have already stepped down except for Aegis Asset-
Backed Securities Trust, Series 2004-6 and 2005-1 which will step
down in December and March if they pass performance triggers.  The
deals that have already stepped down have also lost credit
enhancement provided by subordination due to stepdown.  For all
deals, losses have already begun to erode the
overcollateralization leaving the rated bonds less protected.

Complete rating actions are:

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-Through
Certificates, Series 2004-1

  -- Class M-3, downgraded from A3 to Baa2;
  -- Class B-1, downgraded from Baa1 to Ba2;
  -- Class B-2, downgraded from Baa2 to B3;
  -- Class B-3, downgraded from B3 to Ca;

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-Through
Certificates, Series 2004-2

  -- Class M-3, downgraded from A3 to Baa2;
  -- Class B-1, downgraded from Baa1 to Ba1;
  -- Class B-2, downgraded from Baa2 to B1;
  -- Class B-3, downgraded from Baa3 to Caa1;

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-Through
Certificates, Series 2004-3

  -- Class M-3, downgraded from A3 to Baa2;
  -- Class B-1, downgraded from Baa1 to Ba1;
  -- Class B-2, downgraded from Baa2 to B1;
  -- Class B-3, downgraded from Baa3 to B3;

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-Through
Certificates, Series 2004-5

  -- Class M-3, downgraded from A3 to Baa3;
  -- Class B-1, downgraded from Baa1 to Ba1;
  -- Class B-2, downgraded from Baa2 to Ba3;
  -- Class B-3, downgraded from Baa3 to B3;

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-Through
Certificates, Series 2004-6

  -- Class B-2, downgraded from Baa2 to Ba1;
  -- Class B-3, downgraded from Baa3 to Ba2;

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-Through
Certificates, Series 2005-1

  -- Class M-6, downgraded from A3 to Baa2;
  -- Class B-1, downgraded from Baa1 to Baa3;
  -- Class B-2, downgraded from Baa2 to Ba1;
  -- Class B-3, downgraded from Baa3 to Ba3.


AEGIS MORTGAGE: Countrywide Wants Stay Lifted to Pursue Actions
---------------------------------------------------------------
Countrywide Home Loans Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay so that it may
exercise its rights on four more real properties in California.
The properties are located at:

     -- 647 Wheeler Street in Santa Rosa;
     -- 6524 Trailride Way in Citrus Heights;
     -- 1323 Dunning Drive in Laguna Beach; and
     -- 6062 East Spring Street in Long Beach.

Countrywide is currently the holder of the notes and mortgage
executed by the borrowers with respect to the properties.  The
notes and mortgage were first delivered by the borrowers to Aegis
Wholesale Corporation and Express Capital Lending, and were later
transferred to Countrywide.

The borrowers defaulted on their payment obligation, according to
Countrywide.

Based on estimates by brokers, the value of the properties ranges
from $380,000 to $1,330,000, before deducting costs of sale,
broker's fees, and other fees that might be incurred in the
liquidation of the properties.

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

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

(Aegis Bankruptcy News, Issue No. 12, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AEGIS MORTGAGE: BoNY Wants Stay Lifted to Pursue Civil Actions
--------------------------------------------------------------
Bank of New York, as Trustee c/o Countrywide Home Loans, asks the
U.S. Bankruptcy Court for the District of Delaware to lift the
automatic stay so that it may exercise its rights on two more real
properties located at:

     (i) 8750 Buckeye Court in Fontana, California, and
    (ii) 21 Stony Point Road, in Clinton, Connecticut.

BoNY is the holder of the notes and mortgage executed by the
borrowers with respect to the properties.  The notes and
mortgage were first delivered by the borrowers to Aegis Wholesale
Corporation and America's Wholesale Lender, which were later
transferred to BoNY.

The borrowers are presently in default of their payment
obligation, according to BoNY.

Based on estimate by a broker, the value of the Fontana property
is worth about $340,000, before deducting costs of sale,
broker's fees, and other fees that might be incurred in the
liquidation of the property.

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

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

(Aegis Bankruptcy News, Issue No. 12, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AFFILIATED COMPUTER: Fitch Removes Ratings from Negative Watch
--------------------------------------------------------------
Fitch Ratings has removed Affiliated Computer Services, Inc. from
Rating Watch Negative and affirmed these ratings:

  -- Issuer Default Rating 'BB';
  -- Senior secured revolving credit facility at 'BB';
  -- Senior secured term loan at 'BB';
  -- Senior notes at 'BB-'.

The Rating Outlook is Stable.

Approximately $3.4 billion of debt, including the $1 billion
revolving credit facility, is affected by Fitch's action.

Fitch's removal of ACS from Rating Watch Negative reflects the
conclusion of the company's review of strategic alternatives,
which ultimately resulted in no modification of the existing
capital structure attributable to a leveraged buyout or other
change of ownership.

The ratings are supported by ACS':
  -- Consistent free cash flow due to a significant recurring
     revenue base from long-term outsourcing contracts (85% of
     total revenue);
  -- Diverse business lines, several of which are insulated or
     countercyclical to U.S. economic growth, with minimal
     exposure (5%-10% of revenue) to discretionary IT spending,
     such as consulting;
  -- Solid growth prospects for the business process
     outsourcing services market (75% of total revenue);
  -- Established and geographically diverse offshore delivery
     model that reduces the effect of currency fluctuations
     and/or salary inflation in individual offshore markets;
     and
  -- Material and sustained improvement in renewal rates.

Rating concerns continue to center on:
  -- The lack of visibility with respect to ACS' long-term
     capital structure plans, which could include further debt-
     financed stock buybacks;
  -- ACS' acquisitive nature, which could be debt-financed
     going forward;
  -- Decline of new commercial contract bookings (60% of
     revenues), which fell approximately 30% year-over-year for
     the latest 12 months ended Sept. 30, 2007;
  -- The ongoing Securities and Exchange Commission and
     Department of Justice investigations, and several
     derivative lawsuits, all of which relate to the company's
     timing of historical stock option grants.

The ratings may be downgraded in the event of:
  -- Aggressive resumption of debt-financed share buybacks.
     Although Fitch believes some flexibility exists in the
     current ratings for incremental debt-financed share
     repurchases, full utilization of the company's remaining
     $2 billion uncommitted term loan accordion feature to buy
     back shares would lead to negative rating actions.
  -- A material reduction of liquidity if the pending court
     decision rules that ACS' failure to timely file its 10-K
     for fiscal year 2006 constitutes an event of default for
     the senior notes; and
  -- Continued declines in new commercial contract bookings.

The ratings may be upgraded in the event of:
  -- Greater company transparency with respect to long-term
     capital structure targets;
  -- Material debt reduction; and
  -- Strong and sustainable growth of free cash flow.

The rating of 'BB-' for the senior notes incorporates the fact
that the secured credit facilities have the sole rights to ACS'
accounts receivable, which represented approximately 23% of total
assets and 46% of tangible assets as of Sept. 30, 2007, despite
the notes being equally and ratably secured with the senior
secured credit facilities under the terms of the related
indenture.  The credit facility is secured by a first priority
perfected pledge of all notes owned by the borrowers and
guarantors, all capital stock of predominantly all domestic
subsidiaries and certain foreign subsidiaries of ACS, and a first
priority perfected security interest in all other assets owned by
ACS, including tangible and intangible assets.

As of June 30, 2007, the financial covenant ratios contained in
the credit facility, which are based on a quarterly schedule that
becomes more restrictive over time relative to the amount of
covenant adjusted debt outstanding, consist of bank-defined
maximum consolidated senior leverage ratio of 3 times, maximum
consolidated total leverage ratio of 4x and interest coverage
covenant of 4.5x.  Fitch estimates leverage (total debt/operating
EBITDA) declined slightly year-over-year to 2.3x as of Sept. 30,
2007 from 2.5x due to growth in operating EBITDA.  Fitch estimates
interest coverage (operating EBITDA/ gross interest expense)
declined to 5.8x for the LTM ended Sept. 30, 2007 compared with
nearly 10x in the year-ago period due to increased interest
expense from higher average debt levels.

Fitch believes ACS' liquidity is adequate and was supported by
approximately $246 million of cash at Sept. 30, 2007 and
$818 million of availability on its $1 billion secured revolving
credit facility expiring 2012.  The credit facility also includes
an uncommitted accordion feature enabling ACS to increase the size
of the revolver by up to $750 million for general corporate
purposes under certain circumstances.  Liquidity is further
supported by ACS' consistent free cash flow, which increased to
$378 million in fiscal 2007 despite increased interest expense.

Total debt as of Sept. 30, 2007 was approximately $2.4 billion,
consisting primarily of $1.8 billion of secured term loans due
2013 and $250 million of senior notes due in June 2010 and June
2015.  ACS' near-term debt maturities are manageable as the next
material debt obligations of $275 million occur in fiscal year
2010.  However, if ACS' failure to timely file its 10-K for fiscal
2006 is ruled an event of default by the court, Fitch believes ACS
will utilize its $1 billion revolver to refinance the $500 million
of senior notes that would become immediately due at par value
plus accrued interest.


AMERICAN MEDIA: Sept. 30 Balance Sheet Upside-Down by $355 Million
------------------------------------------------------------------
American Media Operations Inc. released its financial results for
the quarter ended Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet total assets of
$969.2 million and total liabilities of $1.3 billion, resulting in
a stockholders' deficit of $355.0 million.  Deficit at March 31,
2007, was $334.4 million.

The company reported a net loss of $17.7 million in the three
months ended Sept. 30, 2007, compared with a net loss of
$4.3 million for the same period last year.

Total operating revenue was $131.9 million and $124.8 million for
the fiscal quarters ended Sept. 30, 2007 and 2006, respectively,
representing an increase in revenue of $7.1 million, or 5.7%.  The
increase was primarily attributable to a $5.1 million increase in
the company's Women's Health and Fitness Publications, a
$4.0 million increase in the company's Corporate/Other segment and
a $400,000 increase in net operating revenues relating to its
Distribution Services.  These items were partially offset by a
$2.0 million decrease in the company's Celebrity Publications and
a $500,000 decrease in its Tabloid Publications.

Total operating revenue was $253.0 million and $239.3 million
for the two fiscal quarters ended Sept. 30, 2007 and 2006,
respectively, representing an increase in revenue of
$13.7 million, or 5.7%.  The increase was primarily attributable
to a $900,000 increase in the company's Celebrity Publications, a
$6.8 million increase in its Women's Health and Fitness
Publications, a $5.6 million increase in its Corporate/Other
segment and a $900,000 increase in net operating revenues relating
to its Distribution Services.

                 Liquidity and Capital Resources

The company's primary sources of liquidity are cash generated from
operations and amounts available to be borrowed under its credit
agreement dated as of Jan. 30, 2006.

As of Sept. 30, 2007, the company had cash and cash equivalents of
$54.5 million, $60.0 million outstanding on the revolving credit
facility under the 2006 Credit Agreement (which represents the
full amount available to be borrowed under the revolving credit
facility), and a working capital deficit of $3.7 million.  The
decrease in working capital deficit of $14.1 million from
$17.8 million at March 31, 2007 to $3.7 million at Sept. 30, 2007,
primarily resulted from:

   (i) a $7.2 million decrease in accrued interest, which occurred
       because the 2006 Credit Agreement requires it to pay
       interest at least every 90 days, or sooner if its interest
       lock-in period is less than 90 days, which increased the
       amount of cash interest paid during the two fiscal quarters
       ended Sept. 30, 2007,

  (ii) a $5.9 million increase in trade receivables primarily as a
       result of the increase in its advertising revenues,

(iii) a $4.3 million decrease in current accrued expenses and
       other liabilities,

  (iv) a $1.3 million decrease in accounts payable, and

   (v) a $1.8 million increase in prepaid expenses and other
       current assets.

These items were partially offset by a $5.9 million decrease in
cash and cash equivalents.

                           American Media

Headquartered in Boca Raton, Florida, American Media Operations
Inc., publishes celebrity, health and fitness, and Spanish
language magazines, including Star, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, and The National Enquirer.  AMI also
owns Distribution Services Inc.

                          *     *     *

American Media Operations Inc. carries Moody's Investors Service's
B2 ratings on the company's $60 million Senior Secured Revolving
Credit Facility Due 2012 and $450 million Senior Secured Term Loan
Due 2013.  It also carries Moody's Caa3 ratings on its
$150 million 8.875% Senior Subordinated Notes Due 2011 and
$400 million 10.25% Senior Subordinated Notes Due 2009.


AMERISOURCEBERGEN: Extends Long-Term Tie-Up with Medco Health
-------------------------------------------------------------
AmerisourceBergen Corporation has signed a letter of intent with
Medco Health Solutions Inc. confirming the selection of
AmerisourceBergen as Medco's prime vendor for PBM mail-order
wholesaler services, pending the completion of a new five-year
contract.  AmerisourceBergen's current five-year contract with
Medco was due to end March 31, 2008.  In fiscal year 2007, the
Medco contract represented approximately 8% of AmerisourceBergen's
$61.6 billion of operating revenue and approximately 90% of its
$4.4 billion bulk revenue.

"We are very excited about continuing our relationship with Medco,
the nation's leading pharmacy benefit manager, and providing them
with even more value and service," R. David Yost,
AmerisourceBergen President and Chief Executive Officer, said.

AmerisourceBergen also continues to expect fiscal 2008 diluted
earnings per share to be in the range of $2.77 to $2.95.  The
diluted earnings per share range represents an increase of
approximately 13% to 20% over the $2.46 earnings per share from
continuing operations for fiscal year 2007, which excludes the
$0.09 benefit from special items and the $0.08 contribution from
PharMerica Long-Term Care, a business spun off July 31, 2007.

As the Company indicated in early November when it announced
expectations for fiscal year 2008, the December quarter remains
the most difficult quarter of the 2008 fiscal year due to the
comparison with the very strong December quarter in the previous
year.  Operating revenue growth in the December quarter is
expected to be below the 5% to 7% range expected for the entire
2008 fiscal year due to the negative impact from lower sales of
anemia pharmaceuticals, the loss of a large specialty customer
because of its acquisition by a competitor, and the company's loss
of a large retail customer in January 2007.

AmerisourceBergen expects diluted earnings per share in the
December quarter of fiscal 2008 to be similar to the same quarter
last fiscal year, which was $0.62, excluding the impact of special
items and the contribution from PharMerica Long-Term Care, due
primarily to the anticipated shift of price increases by a major
branded pharmaceutical manufacturer from the December to the March
quarter, as well as fewer generic launches and a slower flu season
compared with last year's December quarter.

"With the strong March quarter ahead, the anniversary of the
slowdown in anemia drug sales later in the fiscal year, the
increase in new generic launches in the second half of the fiscal
year, and the continued benefit from our stock repurchase program,
we continue to expect to have a strong fiscal 2008 with diluted
earnings per share 13 percent to 20 percent ahead of last year,"
Mr. Yost said.

                     About AmerisourceBergen

Headquartered in Valley Forge, Pennsylvania, AmerisourceBergen
Corporation (NYSE:ABC) -- http://www.amerisourcebergen.com/-- is
one of the pharmaceutical services companies serving the United
States, Canada and selected global markets.  AmerisourceBergen's
service solutions range from pharmacy automation and
pharmaceutical packaging to pharmacy services for skilled nursing
and assisted living facilities, reimbursement and pharmaceutical
consulting services, and physician education.  AmerisourceBergen
employs more than 14,000 people.

                          *     *     *

To date, AmerisourceBergen still holds Moody's Investor Services'
Ba1 long term corporate family and Ba1 probability of default
ratings.  The outlook is positive.


ASC INC: Plan Proponents Have Until Feb. 1 to Settle Disputes
-------------------------------------------------------------
The proponents of three competing Chapter 11 plans for ASC Inc.
have until Feb. 1, 2008, to complete a mediation process with
regards to their disputes, Bill Rochelle of Bloomberg News
reports.

ASC Inc. first filed its plan but further extension of its
exclusive plan filing period was denied by the U.S. Bankruptcy
Court for the Eastern District of Michigan.  ASC's parent,
American Specialty Cars Holdings Inc., and the Official
Committee of Unsecured Creditors subsequently filed separate
plans.

The results of the mediation process will determine the fate
of the Debtor's bankruptcy case.

Headquartered in Southgate, Michigan, ASC Incorporated --
http://www.ascglobal.com/-- is a supplier of highly engineered
roof systems and of design services for the world's automakers.
The company filed for Chapter 11 protection on May 2, 2007,
(Bankr. E.D. Mich. Case No. 07-48680).  Gary H. Cunningham, Esq.
and Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C.
represent the Debtor in its restructuring efforts.  Christopher
Grosman, Esq., at Carson Fischer, P.L.C., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed assets and debts from
$1 million to $100 million.


ASHTON WOODS: Moody's Cuts Corp. Family Rating to B3 from B2
------------------------------------------------------------
Moody's Investors Service lowered the ratings of Ashton Woods USA,
LLC, including the company's corporate family rating to B3 from B2
and senior subordinated notes ratings to Caa2 from Caa1.  The
ratings outlook is negative.

The downgrade and negative outlook reflect Moody's expectation
that: (i) the macro housing environment will remain unsupportive
into 2009, with any recovery likely to be very measured at first,
thus prolonging the company's underperformance on key financial
metrics vs. prior expectations; (ii) covenant compliance could
become problematic in 2008; and (iii) the company's relatively
small size and scale and somewhat limited geographic, product and
price point diversity exacerbate the risk of localized down
cycles.

Going forward, the company's outlook could stabilize if Moody's
were to project the company's cash flow to become robust and
permit substantial debt paydown.  The ratings could decline
further if Moody's were to expect the following: (i) the company
to have difficulties in obtaining covenant amendments, if needed;
(ii) adjusted debt leverage to increase above 65% in fiscal 2008;
or (iii) cash flow generation on a trailing twelve month basis to
turn negative.

These ratings were changed:
  -- Corporate Family Rating lowered to B3 from B2;
  -- Probability of Default Rating lowered to B3 from B2;
  -- Senior Subordinated Notes, lowered to Caa2 (LGD-5, 87%)
     from Caa1 (LGD-5, 87%).

Begun in 1989, headquartered in Roswell, Georgia, and privately-
owned by six Canadian families, Ashton Woods USA, LLC builds
single-family detached homes, townhomes, and stacked-flat
condominiums, with operations in seven U.S. cities.  Homebuilding
revenues and total pretax income for the trailing twelve month
period ended Aug. 31, 2007 were $522 million and $2.6 million,
respectively.


BEA CBO: Fitch Retains Junk Rating on $20MM Class A-3 Notes
-----------------------------------------------------------
Fitch has affirmed two classes of notes issued by BEA CBO 1998-2
Ltd.  These rating actions are effective immediately:

  -- $5,602,773 class A-1 notes affirmed at 'AAA';
  -- $8,816,791 class A-2 notes affirmed at 'AAA';
  -- $20,000,000 class A-3 notes remain at 'C/DR5.'

BEA 2 is a collateralized debt obligation that closed on
Dec. 3, 1998 and is managed by Credit Suisse Asset Management. BEA
2 exited its revolving period in 2003 and now has a static
portfolio composed primarily of high yield bonds.  BEA 2 has been
in an event of default since 2002 when the overcollateralization
ratio fell below 90.0%.  The class A-1 and A-2 notes are insured
by Financial Security Assurance Inc., which is rated 'AAA' by
Fitch.

The affirmations are the result of Fitch's regular review process.
Since the last rating action on May 10, 2005, the A-1 and A-2
notes have continued to pay down, and the A-3 notes have continued
to defer interest due to the event of default.  The credit quality
of the collateral has declined such that currently about 42% of
the collateral pool is made up of defaulted assets, versus 35% at
last review.  The class A OC ratio has declined to 47.6% from
84.5%.  Additionally, assets rated 'CCC' or lower represented
approximately 55%, of the collateral pool.

The ratings on the class A-1, A-2 and A-3 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


BEAR STEARNS: Moody's Lowers Ratings on 41 Certificate Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded 41 certificates and
placed on review for possible downgrade nine certificates from six
transactions issued by Bear Stearns Mortgage Funding Trust.  All
transactions are backed by second lien loans.  The certificates
were downgraded and placed on review for possible downgrade
because the bonds' credit enhancement levels, including excess
spread and subordination, were too low compared to the current
projected loss numbers at the previous rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL1

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aa3
  -- Cl. M-1, Downgraded to Ba1 from A2
  -- Cl. M-2, Downgraded to Caa2 from Baa2
  -- Cl. M-3, Downgraded to Ca from Ba1
  -- Cl. M-4, Downgraded to C from Ba3
  -- Cl. M-5, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL2

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aa1
  -- Cl. M-1, Downgraded to Baa3 from A1
  -- Cl. M-2, Downgraded to B2 from A2
  -- Cl. M-3, Downgraded to Ca from Baa1
  -- Cl. M-4, Downgraded to C from Baa3
  -- Cl. M-5, Downgraded to C from Ba3
  -- Cl. M-6, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL3

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aa2
  -- Cl. M-1, Downgraded to Baa2 from A1
  -- Cl. M-2, Downgraded to B1 from A2
  -- Cl. M-3, Downgraded to Caa2 from Baa1
  -- Cl. M-4, Downgraded to C from Baa3
  -- Cl. M-5, Downgraded to C from Ba1
  -- Cl. M-6, Downgraded to C from B1
  -- Cl. B-1, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL4

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aa1
  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa3
  -- Cl. M-2, Downgraded to Ba1 from A1
  -- Cl. M-3, Downgraded to B2 from A2
  -- Cl. M-4, Downgraded to Ca from Baa2
  -- Cl. M-5, Downgraded to C from Baa3
  -- Cl. M-6, Downgraded to C from Ba1
  -- Cl. B-1, Downgraded to C from B3

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL5

  -- Cl. I-A, Placed on Review for Possible Downgrade,
     currently Aa2
  -- Cl. II-A, Placed on Review for Possible Downgrade,
     currently Aa2
  -- Cl. M-1, Downgraded to Baa2 from A1
  -- Cl. M-2, Downgraded to Ba2 from A2
  -- Cl. M-3, Downgraded to B2 from A3
  -- Cl. M-4, Downgraded to Caa2 from Baa2
  -- Cl. M-5, Downgraded to Ca from Baa3
  -- Cl. M-6, Downgraded to C from Ba1
  -- Cl. B-1, Downgraded to C from Ba2
  -- Cl. B-2, Downgraded to C from B3

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL6

  -- Cl. I-A, Placed on Review for Possible Downgrade,
     currently Aa2
  -- Cl. II-A, Placed on Review for Possible Downgrade,
     currently Aa2
  -- Cl. M-1, Downgraded to Baa1 from A1
  -- Cl. M-2, Downgraded to Baa3 from A2
  -- Cl. M-3, Downgraded to B1 from A3
  -- Cl. M-4, Downgraded to Caa1 from Baa2
  -- Cl. M-5, Downgraded to Caa3 from Baa3
  -- Cl. M-6, Downgraded to Ca from Ba1
  -- Cl. B-1, Downgraded to C from Ba2
  -- Cl. B-2, Downgraded to C from Ba3
  -- Cl. B-3, Downgraded to C from Caa1


BEAR STEARNS: Stable Performance Cues Fitch to Affirm Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed Bear Stearns Commercial Mortgage
Securities Inc., commercial mortgage pass-through certificates,
series 2000-WF1, as :

  -- $33.2 million class A-1 at 'AAA';
  -- $455.0 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $31.1 million class B at 'AAA';
  -- $35.5 million class C at 'AAA';
  -- $8.9 million class D at 'AAA';
  -- $26.6 million class E at 'AAA';
  -- $8.9 million class F at 'AAA';
  -- $15.5 million class G at 'A+';
  -- $13.3 million class H at 'BBB+'.
  -- $6.7 million class I at 'BBB-';
  -- $5.6 million class J at 'BB';
  -- $8.9 million class K at 'B';
  -- $3.3 million class L at 'B-'.

Fitch does not rate the $3.3 million class M.

The rating affirmations are the result of stable performance of
the remaining pool.  As of the October 2007 distribution date, the
pool's aggregate principle balance has decreased 26% to $655.8
million at issuance.  In total 58 loans (53.5%) have defeased,
including the largest loan in the pool, 650 Townsend Center
(8.3%).

There are currently no loans in special servicing. 2.25% of the
transaction is scheduled to mature in 2008 and 30.8% matures in
2009.  The largest Fitch Loan of Concern (1.44%) is a multifamily
property located in Durham, North Carolina.  The property is
located in the Research Triangle submarket which has suffered from
low occupancy and concessions.  The year end, servicer reported
debt service coverage ratio is .67 and the June 2007 occupancy was
89%.


BEARINGPOINT INC: Board Names F. Edwin Harbach as CEO and Pres.
---------------------------------------------------------------
BearingPoint Inc.'s board of directors has named Ed Harbach as
president and chief executive officer and a member of the board of
directors.  Mr. Harbach, who has more than 28 years of experience
in the consulting industry, has been the company's president and
chief operating officer since Jan. 2007.

Harry L. You, who was chief executive officer since March 2005, is
leaving the company to pursue other opportunities and will be
succeeded by Mr. Harbach.  Mr. You led BearingPoint through an
important period of rebuilding and improved financial management.

The company also filed its third-quarter Form 10-Q making it
current and up-to-date in its periodic filings with the Securities
and Exchange Commission.

"BearingPoint continues to make great progress," Roderick McGeary,
chairman of the board, stated.  "Harry helped to build the
financial foundation necessary to position us for future success.
The board and Harry agreed that this is the perfect time for a
change in leadership.  We are thrilled that Ed will lead the
company into the next, critical phase of achieving strategic and
operational excellence."

"Ed has extensive experience in the consulting industry, and has
already brought great value to BearingPoint as the leader of its
day-to-day operations," Mr. McGeary added.  "With his proven
ability to tackle operational challenges, drive business results
and increase client satisfaction, Ed will be instrumental in
helping us make the final push on our business turnaround and
execute our strategy for long-term growth."

"Ed"s appointment reflects the board's determination that the best
way for the company to create value for its shareholders, clients
and employees is by intensifying our focus on operations -- and
leveraging the full scale and scope of our global business,
including continuing to own and operate our European practice as
an important part of our consolidated business," Mr. McGeary
continued.  "Ed will pursue this strategy with a focused and
disciplined approach to driving profitable growth, building the
company's cash flow and strengthening the balance sheet."

"I am very enthusiastic about taking on the chief executive role."
Mr. Harbach stated.  "I have worked in the consulting business for
my entire career and I am confident that our Company can create
long-term value for shareholders. BearingPoint has world-class
people and a solid customer base with great potential.  I look
forward to working with the Board, our management team and our
global employee base to operate the company efficiently and to
continue to establish BearingPoint as one of the world's premier
management technology and consulting firms."

Prior to his role as president and chief operating officer of
BearingPoint, Mr. Harbach served as a managing partner and member
of the leadership team at Accenture and held key client-facing and
executive positions throughout the organization.

In addition to leading global client relationships with several
Fortune 100 companies, Mr. Harbach served as chief information
officer and managing partner, client satisfaction and quality, and
also served as turnaround leader on a number of critical client
and organizational assignments in multiple geographic regions.

"We thank Harry for his hard work and important contributions to
BearingPoint over the last three years," Mr. McGeary added.
"Harry's leadership has been important, particularly in building a
strong foundation to bring current the company's financial
reporting, strengthen the balance sheet and resolve a significant
number of serious financial, compliance, legal and other issues
which existed when he arrived.  On behalf of the Board and
management team, we wish him well in his future endeavors."

"I am delighted that we have been able to get current and I look
forward to pursuing other opportunities, Mr. You stated. "It has
been a privilege working with the many talented people throughout
BearingPoint over the past three years."

"I am proud of the progress the company has made," Mr. You
continued.  "It is a real testament to our franchise and to the
tenacity of our people.  I have known Ed for several years and am
confident in his abilities to lead BearingPoint into the future."

                     About BearingPoint Inc.

Headquartered in McLean, Virginia, BearingPoint Inc. (NYSE:BE) --
http://www.BearingPoint.com/-- is a provider of management and
technology consulting services to Global 2000 companies and
government organizations in 60 countries.  The firm has more than
17,000 employees focusing on the Public Services, Financial
Services and Commercial Services industries.  BearingPoint
professionals have built a reputation for knowing what it takes to
help clients achieve their goals, and working closely with them to
get the job done.  The company's service offerings are designed to
help its clients generate revenue, increase cost-effectiveness,
manage regulatory compliance, integrate information and transition
to "next-generation" technology.

                          *     *     *

Moody's Investor Service placed BearingPoint Inc.'s long term
corporate family rating at 'B2' in December 2006 and its
probability of default rating at 'B1' in September 2006.  Both
ratings still hold to date.


BLACKHAWK AUTOMOTIVE: Court OKs Morris-Anderson as Fin'l Advisor
----------------------------------------------------------------
Blackhawk Automotive Plastics Inc. and Tier e Automotive Group
Inc. obtained permission from the Honorable Judge Kay Woods of the
U.S. Bankruptcy Court for the Northern District of Ohio to employ
Morris-Anderson & Associates Ltd. as their financial advisor.

Morris-Anderson will:

   a. install Domenic Aversa, a managing director of Morris-
      Anderson, as the Debtors' chief restructuring officer, who
      will bear senior responsibility for all of the Debtors'
      financial matters, including:

        i. monitoring compliance with the terms of the Debtors'
           postpetition financing;

       ii. reporting the Debtors' current and projected financial
           performance to the Debtors' postpetition lenders and
           any official committee of unsecured creditors
           appointed in the case;

      iii. controlling all disbursements of the Debtors' cash; and

       iv. working with the Debtors' senior management on
           developing and implementing strategies for the
           Debtors' reorganization or sale during the course of
           their chapter 11 case, including via possible
           formulation of a plan of reorganization or sale
           process;

   b. review the business and financial condition of the Debtors
      and, to the extent feasible, familiarize itself with the
      business operations, properties, financial conditions and
      prospects of the Debtors;

   c. advise the Debtors on the financial issues and options
      concerning potential refinancing, recapitalizations or
      other restructurings;

   d. develop and execute a strategic plan, which may include a
      refinancing, recapitalization or other restructuring of the
      Debtors;

   e. make appropriate presentations regarding the Debtors and
      their strategic alternatives to the Bank Group and
      specified trade creditors;

   f. assist the Debtors in preparing presentations, discussions
      and due diligence materials and in negotiations relating to
      a reorganization;

   g. make presentations to the Debtors' senior management and
      their boards of directors as to the status of negotiations
      or discussions regarding a reorganization; and

   h. provide other financial advisory and investment banking
      services as are customary for similar transactions.

The Debtor will pay Morris-Anderson at these hourly rates:

     Professional                         Rate
     ------------                         ----
     Dan Dooley, Principal                $450
     Domenic Aversa, Managing Director    $375
     Robert Wanat, Consultant             $300
     Dick Schulter, Consultant            $275
     Daniel Wiggins, Consultant           $275

During the 90-days prior to bankruptcy, the Debtor paid $150,000
security retainer to Morris-Anderson.

The Debtors and the firm assure the Court that Morris-Anderson
represent no interest adverse to the Debtors' estates.

The firm can be reached at:

             Morris-Anderson & Associates Ltd.
             Domenic Aversa, Managing Director
             55 West Monroe Street, Suite 2500
             Chicago, IL 60603
             http://www.morris-anderson.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.

William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP represent
the Debtors in their restructuring efforts.  Donlin Recano &
Company Inc. will provide claims, noticing, balloting and
distribution services for the Debtors.  The Debtors schedules
disclose total assets of $58,665,229 and total liabilities of
$51,244,592.  As of the bankruptcy filing, BAP's aggregate debt to
its senior facility lenders was about $33 million.


BLACKHAWK AUTOMOTIVE: Can Hire W.Y. Campbell as Investment Banker
-----------------------------------------------------------------
The Honorable Judge Kay Woods of the U.S. Bankruptcy Court for the
Northern District of Ohio gave Blackhawk Automotive Plastics Inc.
and Tier e Automotive Group Inc. permission to employ W. Y.
Campbell & Company as investment banker.

W. Y. Campbell will assist and advise the Debtors with respect to:

   a. the definition of objectives related to value and terms of
      a potential asset sale under Section 363 of the Bankruptcy
      Code;

   b. the identification and demonstration of the Debtors'
      propriety attributes;

   c. the identification and solicitation of possible appropriate
      acquirers or merger partners;

   d. the preparation and distribution of confidentiality
      agreements and appropriate descriptive selling materials to
      prospective acquirers;

   e. the initiation of discussions and negotiations with
      prospective acquirers or merger partners;

   f. the structuring of the asset sale or other transaction
      involving the Debtors' businesses or assets; and

   g. the various details necessary to complete a successful
      transaction.

The Debtors agree to pay W. Y. Campbell based on these charge
schedule:

   a. an initial retainer of $75,000, payable upon commencement
      of the engagement;

   b. a monthly retainer of $30,000, payable on the first day of
      each month commencing Nov. 1, 2007, and continuing through
      the conclusion of the engagement;

   c. a success fee of 2% of the aggregate proceeds payable to
      the Debtors of an asset sale or other transaction; and

   d. aggregate retainers received by the firm will be deducted
      from aggregate success fees received and refunded to the
      Debtors, provided the firm's resulting net compensation is
      not less than the minimum success fee.

To the best of the Debtors' knowledge, the firm does not hold or
represent an interest adverse to the Debtors' estate.

The firm can be reached at:

             Ty Clutterbuck, Managing Director
             W. Y. Campbell & Company
             One Woodward Avenue, 26th Floor
             Detroit, MI 48226
             Tel: (313) 496-9000
             Fax: (313) 496-9001
             http://www.wycampbell.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.

William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP represent
the Debtors in their restructuring efforts.  Donlin Recano &
Company Inc. will provide claims, noticing, balloting and
distribution services for the Debtors.  The Debtors schedules
disclose total assets of $58,665,229 and total liabilities of
$51,244,592.  As of the bankruptcy filing, BAP's aggregate debt to
its senior facility lenders was about $33 million.


BLACKHAWK AUTOMOTIVE: Court Approves Equipment Buy Pact w/ Stopol
-----------------------------------------------------------------
The Honorable Judge Kay Woods of the U.S. Bankruptcy Court for the
Northern District of Ohio gave Blackhawk Automotive Plastics Inc.
and Tier e Automotive Group Inc. permission to sell their
equipment to Stopol Inc. pursuant to an equipment purchase
agreement.

The Debtors relate that under the EPA, Stopol has proposed to
purchase two of the Debtors' equipment free of liens for $220,900,
and that the Debtors' lenders and the customers have consented to
the sale.

Also under the EPA, Stopol will have an option to purchase two
additional pieces of equipment for an aggregate price of $265,000
on or before Dec. 31, 2007.

All of the equipment is subject to perfected senior security
interests of the lenders and the customers under a debtor-in-
possession financing.  Thus, upon Court's approval, the Debtors
will pay the proceeds of the sale to their lenders and customers
in accordance with the terms in the DIP financing.

                     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.

William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP represent
the Debtors in their restructuring efforts.  Donlin Recano &
Company Inc. will provide claims, noticing, balloting and
distribution services for the Debtors.  The Debtors schedules
disclose total assets of $58,665,229 and total liabilities of
$51,244,592.  As of the bankruptcy filing, BAP's aggregate debt to
its senior facility lenders was about $33 million.


BOYS DAY OUT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Boys Day Out, L.P.
        4601 Old Sheppard Place, Suite 100
        Plano, TX 75093

Bankruptcy Case No.: 07-45402

Chapter 11 Petition Date: December 3, 2007

Court: Northern District of Texas

Judge: Russell F. Nelms

Debtor's Counsel: Julie C. McGrath, Esq.
                  Forshey & Prostok, L.L.P.
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


C-BASS MORTGAGE: Moody's Cuts Rating on Cl. M-4 Certificates to B1
------------------------------------------------------------------
Moody's Investors Service has downgraded 8 certificates and placed
on review for possible downgrade four certificates from a
transaction issued by C-Bass Mortgage Loan Asset-Backed
Certificates. The transaction is backed by second lien loans.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were too low
compared to the current projected loss numbers at the previous
rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, the delinquency pipeline has remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipeline will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-SL1

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa
  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa
  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa
  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa1
  -- Cl. M-2, Downgraded to Baa3 from A1
  -- Cl. M-3, Downgraded to Ba1 from A2
  -- Cl. M-4, Downgraded to B1 from Baa1
  -- Cl. M-5, Downgraded to B3 from Baa2
  -- Cl. M-6, Downgraded to Caa1 from Baa3
  -- Cl. B-1, Downgraded to Caa3 from Ba2
  -- Cl. B-2, Downgraded to Ca from B2
  -- Cl. B-3, Downgraded to C from Caa1


CALPINE CORP: Various Parties Object to Plan Confirmation
---------------------------------------------------------
More than 40 parties-in-interest delivered to the U.S. Bankruptcy
Court for the Southern District of New York their objections to
the confirmation of Calpine Corporation's Fourth Amended Joint
Plan of Reorganization, in time for the Nov. 30, 2007 confirmation
objection deadline.

The Plan will be presented for confirmation on December 17.

Among the major Objecting Parties are:

   * the Official Committee of Equity Security Holders;

   * the Unofficial Committee of Second Lien Debtholders;

   * Wilmington Trust Company, solely in its capacity as
     collateral agent under the Collateral Trust and
     Intercreditor Agreement entered with Debtors Calpine
     Generating Company, LLC, and CalGen Finance Corp.;

   * a group of holders of the 7.75% Convertible Notes due 2015,
     composed of Davidson Kempner Capital Management, LLC,
     Highland Capital Management, LP, Jana Partners, LLC, and
     Longacre Fund Management, LLC;

   * Rosetta Resources Inc;

   * Portland Natural Gas Transmission System, Gas Transmission
     Northwest Corporation, TransCanada PipeLines Limited, and
     NOVA Gas Transmission Ltd.;

   * The Hawaii Structural Ironworkers Pension Trust Fund;

   * The Dow Chemical Company and its subsidiaries and
     affiliates; and

   * certain trade creditors.

Other parties that filed Plan Confirmation Objections are:

   * ACE Group of Companies,
   * Ad Hoc Committee of CCFC Equity Holders,
   * Auburndale Holdings, LLC, and Pomifer Power Funding, LLC,
   * Block 59 Limited Partner,
   * California Energy Commission,
   * Cos-Mar Company,
   * Credit Suisse Cayman Islands Branch,
   * Duke Energy Trading and Marketing L.L.C.,
   * County of Eastland, Texas,
   * Eastman Chemical Company,
   * Edinburg CISD, et al.,
   * Enbridge Pipelines (Bamagas Intrastate), L.L.C.,
   * Energy Transfer Fuel, LP,
   * James Phelps,
   * Louisiana Department of Revenue,
   * Merrill Lynch Commodities, Inc.,
   * Nevada Power Company,
   * South Point Joint Venture,
   * Spectra Energy Corp.,
   * The Bethpage Lenders,
   * U.S. Bank National Association,
   * UNBC Leasing, Inc.,
   * Verizon Capital Corp.,
   * Wisconsin Power and Light Company, and
   * Yellow Brick Road, LLC.

(1) Equity Committee

The Equity Committee tells Judge Lifland that the Plan has
numerous deficiencies that makes it unconfirmable.

Specifically, the Equity Committee points out that stakeholders
have no way of determining before the Voting Deadline whether the
Plan violates the "absolute priority rule" under Section
1129(b)(2) of the Bankruptcy Code and the "best interests test"
under Section 1129(a)(7) because the valuation of reorganized
Calpine is still undetermined.

The Equity Committee asserts that the Plan violates the "absolute
priority rule" by providing more than 100% recoveries to
creditors as a result of various settlements of alleged makewhole
and other claims.  The panel adds that the Plan unfairly
discriminates against equity holders by permitting holders of
Section 510(b) subordinated securities claims, whose claims are
pari-passu with the common stock holders, to receive a "double
recovery."

Furthermore, the Equity Committee notes that the Plan includes
unlawful, non-consensual third-party releases that automatically
bind parties who either vote for the Plan or fail to vote on the
Plan.  Gary L. Kaplan, Esq., at Fried, Frank, Harris, Shriver &
Jacobson, LLP, in New York, says the Plan impermissibly
entrenches Calpine's board of directors, chosen by the Debtors
and the Official Committee of Unsecured Creditors without input
or oversight by the Equity Committee, even though equity holders
will likely receive a substantial portion of the New Calpine
Common Stock.

Mr. Kaplan states that the proposed Management and Director
Equity Incentive Plan seeks to circumvent Section 503(c)'s
prohibition of Key Employee Retention Plans by providing
impermissible bonuses to senior executives through the Plan.

The Plan also fails to properly account for the value of the
Debtors' retained causes of action, hence, that value will inure
to the benefit of unsecured creditors, awarding them well in
excess of 100 cents on account of their claims, Mr. Kaplan
further says.

The Equity Committee maintains that the Plan cannot be confirmed
because it was not filed in good faith.

While the Debtors continue to state that they are neutral with
respect to how the value of their estates is allocated among
stakeholders, their conduct in prosecuting the valuation of their
Plan shows that they are determined to try to provide creditors
with a windfall and to wipe out billions of dollars of
shareholder value, Mr. Kaplan says.

(2) Second Lien Committee

The Plan classifies the Second Lien Debt Claim as "unimpaired,"
which, the Second Lien Committee points out, means that the
Second Lien Debtholders are deemed to accept the Plan on the
premise that it provides the Debtholders with every right and
every dollar to which they are legally, equitably and
contractually entitled.

Against this backdrop, the Second Lien Committee objects to the
confirmation of the Plan because it fails to satisfy the Second
Lien Debt Claim in full while simultaneously stripping the Second
Lien Debtholders of the protections granted to them in the Second
Lien Loan Agreements.

The Second Lien Committee also objects to the Plan confirmation
because it fails to provide for payment of all postpetition
default and compounded interest and fees owed to the Second Lien
Debtholders.

Alan W. Kornberg, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, LLP, relates that at least two courts have held, and no
case to the contrary has been found, that if a secured creditor
is entitled to default and compound interest under its loan
documents, Section 1124(1) requires payment of that interest for
the secured creditors to be deemed unimpaired.

Mr. Kornberg adds that the Second Lien Documents provide for
payment to the Indenture Trustee, Administrative Agent and their
advisors of the fees incurred in connection with the Debtors'
default.  The Plan must similarly provide for payments of those
amounts if it is to treat the Second Lien Debt Claim as
unimpaired.

Mr. Kornberg also points out that, to the extent equity is a
consideration, the Debtors have provided other classes of
similarly situated secured creditors with all, or at least the
overwhelming majority of, the postpetition default and compounded
interest to which they are entitled:

   Creditors        Default Interest     Compounded Interest
   ---------        ----------------     -------------------
   CalGen First     Approx. 85% of       Not Applicable;
   Lien Lenders     postpetition         received current pay
                    default interest     interest throughout the
                                         Debtors' Chapter 11
                                         cases

   MEP Pleasant     Interest at          -
   Hill Lenders     default rate

   Aries Lenders    Interest at          Compound Interest
                    default rate

Furthermore, Mr. Kornberg notes that the Debtors may very well be
solvent.  The Debtors' valuation provides that equity holders may
receive up to $195,000,000 worth of New Calpine Common Stock.
The Equity Committee has asserted that there should be at least
$3,800,000,000 of value distributable to equity holders.

Bank of New York, in its capacity as successor administrative
agent for the Second Lien Debtholders, also asserts that it is
entitled to the payment of all costs, fees, charges and out-of-
pocket expenses, including without limitation, the fees and costs
incurred by its attorneys and advisors.

Wilmington, as indenture trustee for the Second Lien Debtholders,
supports the Second Lien Committee's contentions.

(3) CalGen Loan Agents

Wilmington Trust wants the Plan confirmation denied because it
purports to release all liens that the Collateral Agent has on
the CalGen Collateral.  The Plan also purports to release all of
the Guarantors and Obligors under the CalGen Loan Documents of
any obligations arising under any guarantees.

The release of those liens, according to Wilmington Trust, is in
contravention of a Court Order and the CalGen Loan Documents,
which explicitly call for those liens and guarantees to remain in
place until after the claims of the CalGen Lenders are paid in
full.

Wilmington also opposes the confirmation because it improperly
discharges the Debtors' continuing indemnification obligations to
the Collateral Agent for all of its fees, costs, and expenses
incurred in connection with its duties under the Collateral Trust
Agreement.

In a separate filing, Manufacturers & Traders Trust Company, as
successor indenture trustee under the CalGen Loan Agreements,
objects to the Plan's exculpation provision, which, if approved,
would foreclose any opportunity the bank may otherwise have to
seek recoveries against the exculpated non-debtor third parties
for claims disallowed against the Debtors.

M&T Bank asserts that the Court lacks judicial power to exculpate
or release non-debtor third parties where, as with the Plan,
exculpation is not necessary to confirm it.  The exculpation of
non-debtor third parties under circumstances that do not meet the
test set forth by the U.S. Court of Appeals for the Second
Circuit in In re Metromedia Fiber Network, would constitute an
invalid exercise of judicial authority, the Bank further asserts.

(4) Noteholders

The 7.75% Convertible Note Holders object to the Plan to the
extent that:

   * it does not clearly provide for payment in full on the
     Distribution Date to holders of Allowed Senior Note Claims
     of principal and interest accrued as of the Petition Date;

   * it does not clearly provide for the establishment of an
     escrow account for shares otherwise distributable to holders
     of Allowed Subordinated Note Claims sufficient to satisfy
     the amounts subject to the Subordination Dispute; and

   * may inadvertently impair any rights and claims of holders of
     Allowed Senior Note Claims with respect to the subordination
     provisions in the 7.75% Indenture.

Another group of 7.75% Convertible Notes led by Harbinger Capital
Partners Master Fund I, Ltd., assert, in a separate Court filing,
that, pursuant to the terms of the 7.75% Indenture and the terms
of the Plan, their Claims should include a claim for postpetition
interest at the accrued default rate, as well as a claim for
overdue interest, in accordance with applicable New York law.

Certain beneficial owners or managers of entities of the 6%
Convertible Notes due 2014, in another Court filing, object to
the Plan confirmation because it classifies their claims under
the same class as claims under notes that are not contractually
subordinated to any other debt and are not entitled to the right
to convert into a combination of cash and stock.

That classification violates the requirement of Section 1122(a)
that claims must be "substantially similar" to be placed in the
same class, the 6% Noteholders' counsel, Dennis F. Dune, Esq., at
Milbank, Tweed, Hadley & McCloy, LLP, in New York, asserts.

Mr. Dune adds that the treatment of the 6% Noteholders' claims
violates the "same treatment within a class" requirement of
Section 1123(a)(4) because:

   (i) the Plan's failure to provide adequate reserves for
       certain of their claims would result in lesser
       distributions being made on those claims if they are
       allowed following an appeal than will be made on claims in
       the same class, which are allowed by Court order; and

  (ii) the Plan requires the 6% Noteholders to give up greater
       rights than other creditors in the same class to receive
     the same distributions.

Certain Plan provisions relating to disputed claims reserves,
exculpation, injunctions against acts against non-Debtors and the
effectiveness and binding nature of the Plan, violate the
requirements of Section 1129(a)(3), Mr. Dune further asserts.

HSBC Bank USA, N.A., as successor indenture trustee on behalf of
the holders of the 7.625% Senior Notes due 2006, the 8.75% Senior
Notes due 2007, the 7.75% Senior Notes due 2009, and the 6%
Contingent Convertible Notes due 2014, among others, also oppose
the Plan confirmation because it purports to disallow its allowed
claims for reimbursement of its expenses and fees as indenture
trustee in connection with the litigation of Disputed Claims.

HSBC supports the 6% Noteholders' Plan confirmation objections.

(5) Rosetta Resources

Pursuant to the Plan, the Debtors will release the officers,
directors, and certain outside professionals that they allege
advised and assisted Calpine's board of directors and management
in consummating the sale transaction to Rosetta Resources.

Among other things, the effect of the proposed releases would be
to release any claim they may have against the Released Parties
in connection with the conception, structuring, review, approval,
and implementation of the Rosetta Transaction, as well as the
misguided decision to misuse the proceeds of the sale that caused
Calpine to file for bankruptcy protection, John H. Bae, Esq., at
Cadwalader, Wickersham & Taft, LLP, in New York, contends.

If the Debtors believe their allegations to be well-founded, they
are required to provide some business justification for their
decision to provide a blanket release of the D&Os, Mr. Bae
asserts.  The Plan, however, provides no justification or
explanation for the releases, he says.

Thus, Rosetta objects to the Debtor Releases contained in the
Plan and asks Judge Lifland to deny its confirmation unless and
until the Debtors address Rosetta's objections.

Rosetta also asks Judge Lifland to direct the Debtors to promptly
produce responsive documents and a witness in accordance with the
Rule 30(b)(6) notice Rosetta filed in the Adversary Proceeding.

(6) Trade Creditors

Certain trade creditors oppose the Plan confirmation to the
extent that the contemplated governance profile for reorganized
Calpine restrict their ability to freely transfer their shares.

The Trade Creditors are:

   * LS Power Equity Advisors, LLC, and Liminus Management, LLC;

   * Harbinger Capital Partners Master Fund I, Ltd., and
     Harbinger Capital Partners Special Situations Fund L.P.;

   * ASM Capital, Hain Capital Group, LLC, and Sierra Liquidity
     Fund, LLC;

   * Liquidity Solutions, Inc.; and

   * Revenue Management.

LS Power Equity and Harbinger point out that, depending on the
Debtors' total enterprise value and the ultimate size of the pool
of allowed claims, they may each own more than 10% of New Calpine
Common Stock.

Harbinger says it holds approximately $1,600,000,000, in claims
against the Debtors, and under the Plan, expects to receive at
least 18% of the stock of reorganized Calpine and will be the
company's largest shareholder after the effective date of the
Plan.

The Trade Creditors note that the Plan fails to provide for
registration rights for the shares they may receive, restricting
their ability to freely trade the shares and thus depressing
their value.

Harbinger specifically contends that the Plan fails to establish
a reserve to pay the additional claims asserted by the holders of
Calpine's convertible notes, which will result in further illegal
discrimination if those claims are deemed allowed following
appeal.

The Trade Creditors further believe that the Plan contains
several additional corporate governance provisions that are
detrimental to the future shareholders of reorganized Calpine.

(7) Pipelines

The Pipelines wants the Plan modified to protect their rights and
insure their equitable treatment as creditors.

Specifically, the Pipelines seek that:

   * the Debtors should be required to obtain the prior approval
     of the Federal Energy Regulatory Commission for their
     proposed rejection of the Pipelines' contracts;

   * the retained causes of action or claims by the Debtors
     against the Pipelines should be disallowed;

   * a judicial determination should be required before the
     Debtors can offset against any allowed claim; and

   * a reserve should be created so that sufficient stock may pay
     all of the Pipelines' claims in full, including those claims
     that are disputed.

The Pipelines further asserts that the Debtors' Updated Valuation
Analysis should be rejected in favor of the Creditors Committee's
valuation analysis.

(8) Hawaii Structural Fund

The Hawaii Structural Ironworkers Pension Trust Fund wants the
Plan confirmation denied to the extent that the Plan Injunction
provisions permanently enjoin the litigation commenced by the
Fund against the Debtors in the Superior Court in the state of
California, county of Santa Clara.

(9) Dow Chemical

The Dow Chemical Company and its subsidiaries and affiliates,
including Union Carbide Corporation, Dow Pipeline Company, Dow
Hydrocarbons and Resources, LLC, and Dow Engineering Company, and
the Debtors are parties to various purchase agreements for the
sale of steam and electricity for the Debtors' facilities in
Pittsburg, California; and Freeport, Texas.

Dow Chemical objects to the Plan confirmation because it finds
that certain of its provisions may somehow modify, alter, change
or otherwise affect the restructured relationship it has with the
Debtors.

Dow Chemical is also concerned that its current and future
relationships with the Debtors and their non-Debtor affiliates
would be irreparably harmed if contracts and leases are deemed
rejected without providing Dow with the requisite notice as what
contracts and leases are being rejected.

Dow Chemical seeks that if there are any inconsistencies between
the agreements executed and approved by Court Order in connection
with the Restructured Relationships and the Plan, the Plan
Supplement, the Confirmation Order and the transactions
contemplated by the Plan, the agreements and Orders relating to
the Restructured Relationships must control.

Dow Chemical also asks that it be provided with the requisite
notice of the contracts or leases that the Debtors are rejecting
under the Plan.   James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, says that Dow Chemical's
current and future relationships with the Calpine Parties could
be irreparably harmed if the Dow contracts and leases are
rejected prior notification.

Mr. Bromley notes that the Plan requires the Debtors to perform
under postpetition guarantees or guarantees identified in the
Plan Supplement.  As part of the restructuring of the Pittsburg
and Freeport Relationships, Calpine re-executed certain
guarantees in favor of Dow that are not listed in the Plan
Supplement.

Dow Chemical wants the Court to rule that Calpine is not released
from any of its obligations under the re-executed guaranties and,
in particular, Calpine's obligations as to any prepetition or
postpetition claims that Dow Chemical may have against Freeport
Energy Center, LP, a non-debtor subsidiary of Calpine.

Dow Chemical further contends that the Plan violates Section 1129
because it does not comply with multiple provisions of the
Bankruptcy Code including, but not limited to Sections 365,
524(e), 553, 1123(a)(4), 1123(b)(3)(B) and 1129(b).

                        About Calpine

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of that Plan begins Dec. 17, 2007.  (Calpine
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Wants to Liquidate $144.25 Million ULC1 Notes
-----------------------------------------------------------
Calpine Corporation and its debtor-affiliates currently hold,
among other things, assets that are 8-1/2% Senior Notes due May 1,
2008, whose principal amount totals $144,250,000, issued by one of
Calpine's Canadian affiliates reorganizing under the Canadian
Companies' Creditors Arrangement Act, Calpine Canada Energy
Finance ULC.  The ULC1 Notes are currently held by Calpine Corp.
and its Debtor affiliate Quintana Canada Holdings, LLC.

Between 2003 and 2005, Calpine purchased certain of the 8-1/2%
Senior Notes issued by ULC I.  As of the date of its bankruptcy
filing:

   -- approximately $134,250,000 principal amount of the ULC1
      Notes were held by Calpine;

   -- approximately $10,000,000 principal amount of the ULC1
      Notes were held by Quintana; and

   -- approximately $360,000,000 principal amount of the ULC1
      Notes were held by another Canadian Debtor Calpine Canada
      Resources Company.

The ULC1 Notes held by CCRC were recently marketed and sold in
the CCAA Proceedings, with Lehman Brothers, Inc., acting as the
initial purchaser and assisting in all aspects of the sale, David
R. Seligman, Esq., at Kirkland & Ellis, LLP, in New York,
relates.  The sale of the CCRC ULC1 Notes resulted in a profit
above par value, he adds.

The U.S. Debtors believe that liquidating their ULC1 Note
holdings is for their in their best interests since the market
for distressed debt securities like the ULC1 Notes is currently
advantageous.  Also, Mr. Seligman says the Debtors may face
adverse negative tax consequences if they do not liquidate their
ULC1 Note holdings.

The U.S. Debtors further believe that if Lehman Brothers acts as
initial purchaser and assists in the sale and marketing of the
remaining ULC1 Notes, they will have the opportunity to obtain a
maximum sale price, given that Lehman Brothers is a global leader
in the sale of distressed debt securities and is already familiar
with the ULC1 Note market because of its involvement in the sale
of the CCRC ULC1 Notes.

Accordingly, the U.S. Debtors ask permission from the U.S.
Bankruptcy Court for the Southern District of New York (i) to
sell their ULC1 Notes to Lehman Brothers, as initial purchaser,
and (ii) for Lehman Brothers to resell those Notes to the highest
bidders to be selected pursuant to sale procedures.

                       Sale Process

The U.S. Debtors ask the Court to approve a sale structure for the
ULC1 Notes.

Pursuant to the Sale Structure, Lehman Brothers will act as the
exclusive initial purchaser of the ULC1 Notes and will then
immediately resell those Notes to eligible purchasers in a "Rule
144A" sale to "qualified institutional buyers," as those terms
are defined in the U.S. Securities Act of 1933, and identified by
Lehman Brothers in the context of a "book-building" process.

To sell the Notes, Lehman Brothers intends to engage in a
marketing process that will include a sales force "teach-in," a
broad marketing process coordinated with the sales force and
research departments and a book-building process to resell the
Notes at the highest price.

During the book-building process, investors place their order
with a salesperson that provides the order to the manager.  The
manager then includes the bids in the "book" by price.
Participants may submit multiple bids at increasing prices to
maximize the probability of a successful bid.

Mr. Seligman says a book-building process is customary for
secondary sales of this type, and it is the preferred way of
achieving the maximum price for the Notes.  Other methods, like
"bought deal," "back-stop," or "open auction" process, are not
suitable under the circumstances, he adds.

The U.S. Debtors believe that, given the amount of financial and
operational information already available in the market, the
marketing process is likely to take approximately three to five
business days.

To ensure that the price of the Notes reflects the maximum
available price from third party purchasers, Lehman Brothers has
agreed that neither it or its affiliates will purchase any Notes
in the initial resale to eligible purchasers.

The U.S. Debtors and the Official Committees and the Unofficial
Committee of Second Lien Debtholders will have access, on a
confidential basis, to the marketing process and the manner in
which the book is built.  No party having access to the
confidential pricing information will be allowed to participate
in the purchase of the Notes.

After the marketing period is complete, the Debtors will
determine whether the book of offers proposed for the sale of the
Notes is acceptable.  Lehman Brothers will determine the maximum
price in the order book for the sale of all of the Notes and will
determine the maximum price that will clear a sale of all of the
Notes.  The U.S. Debtors will have the opportunity to review the
final book of offers to ensure that it is fully satisfied with
all aspects of the final sale offer, and will consult with the
Committees regarding the offers.

As additional protection for the Debtors, a proposed "Sale
Authorization Threshold" has been established based on Lehman
Brothers' advice.  The Sale Authorization Threshold is a price at
a discount or premium to the market price of the Notes above
which the U.S. Debtors are authorized to sell the Notes.  The
Sale Authorization Threshold and the discounts and premiums
Lehman Brothers believes are applicable to the Notes are
summarized in an affidavit, which was filed under seal pursuant
to a Court Order.

                           Fee Letter

The U.S. Debtors also ask the Court to approve a Fee Letter,
dated November 21, 2007, with Lehman Brothers for payment of fees
and reimbursement of expenses incurred by Lehman Brothers in
connection with the sale of the Notes.

Pursuant to the Fee Letter, the U.S. Debtors will pay to Lehman
Brothers, at the closing of the sale, a fee equal to 1% of the
aggregate gross proceeds of the sale.  The fee will be payable as
a discount to the initial purchase price of the Notes.

The Debtors believe the fee is reasonable given Lehman Brothers'
qualifications and falls within the market rate typically charged
for its services.

Also under the Fee Letter, whether or not the sale of the Notes
is consummated, the Debtors will reimburse Lehman Brothers for
all reasonable and actual out-of-pocket expenses, in an amount
not to exceed $100,000, including travel expenses, professional
and legal fees and disbursements incurred in connection with its
due diligence investigation of the Debtors.

                            Injunction

The U.S. Debtors also ask the Court to bar and permanently
enjoin, on the filing of a notice confirming the sale of the
Notes, all persons and entities from commencing or continuing any
action or other proceeding with respect to any claim or cause of
action against the Debtors or Lehman Brothers in relation to or
arising from the transfer of the ULC1 Notes pursuant to the Fee
Letter and related transactions.

                         About Calpine

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of that Plan begins Dec. 17, 2007.  (Calpine
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CALUMET LUBRICANTS: Moody's Rates $385 Million Term Loan at B1
--------------------------------------------------------------
Moody's Investors Service is assigning a B1 (LGD2, 29%) rating to
Calumet Lubricants Co., L.P.'s new $385 million senior secured
term loan and the $50 million pre-funded senior secured Letter of
Credit Facility.  Moody's is also affirming Calumet's B2 corporate
family rating and the B3 probability of default rating.  The
outlook is stable.  Calumet is a wholly-owned subsidiary of
Calumet Specialty Products Partners, L.P.

Proceeds from the new term loan will partially fund the company's
pending approximately $270 million (including working capital)
acquisition of Penreco, a producer and marketer of specialty
products, jointly owned by M.E. Zuckerman Specialty Oil
Corporation and ConocoPhillips Company.  Calumet's parent company
has already issued approximately $100 million of new common units
to partially fund the Penreco acquisition and will use the term
loan to fund the balance of the acquisition, refinance the
existing $30 million term loan and the remaining capital
expenditures on the current Shreveport facility expansion plus
fees.  Moody's will withdraw the rating on the existing term loan
at close of the new term loan.

Under Moody's Loss Given Default methodology, the new senior
secured credit facilities are rated one notch above the B2 CFR
given that these get sufficient support from the company's senior
unsecured obligations and the company's 65% family recovery
(resulting in a B3 PDR), thus causing a ratings uplift.
Structurally, the term-loan and L/C facilities will have a first
lien position on the PP&E of Calumet, and the proposed $375
million ABL facility (not rated by Moody's) will have a first lien
on the working capital assets of the company and each lender group
will have a second lien each other's collateral pool.

The stable outlook assumes that Calumet will be able to integrate
the Penreco acquisition, particularly as it simultaneously pursues
the potential second acquisition of a specialty products producer
and also completes the expansion project at Shreveport in the face
of a weaker margin environment since during the second half of
2007 demonstrating that the specialty products business is not
immune to the volatility that is inherent in the fuels business.
While the second acquisition will add further scale and
diversification to the company, it does carry higher integration
risk as the company would possibly be integrating two acquisitions
simultaneously and if completed as originally planned, would give
the company entrance into markets that are not currently core
markets.  In addition, the company is towards the end of the
Shreveport expansion which began in 2006, but this project has
already had delays and cost overruns and still has significant
capital requirements to complete.

A positive outlook and/or upgrade will be considered if the
company funds the second acquisition with sufficient equity so as
to keep leverage at currently levels, and demonstrates that it has
fully integrated the two acquisitions smoothly while achieving the
results it projects.  It also would require that the company is
successful in passing along price increases on the specialty
products side of its business especially at a time when it is
significantly increasing its debt and margins are likely to
continued to be pressured into 2008.  While Moody's acknowledges
the parent company's track record of opportunistically issuing
common L.P. units for the Shreveport expansion and Penreco, the
company is adding a historically high level of debt to fund the
acquisition, while still having to meet its partnership
distributions in spite of weaker margins.

The B2 reflects the increased scale and diversification that the
Penreco acquisition brings to Calumet's existing business and
solidifies its position as a leading independent niche provider of
specialty lubricants, solvents and waxes.  The company also
benefits from the diversification of the fuels business at the
Shreveport facility, which now generates approximately half of the
company's total production and has been hedged to reduce some of
the volatility inherent in that business.  In addition, the
Shreveport expansion, when completed, should enhance the company's
earnings and cash flows as it will not only increase throughput
capacity by 15,000 b/d of crude oil, but it will also enable it to
run more cost advantaged sour crude which should help overall
margins.

The B2 also considers the parent company's capital-depleting
Master Limited Partnership business model which Moody's believes
is not very compatible with an inherently volatile
refining/specialty products business that has yet to be tested in
an extended period of weaker margins.  The B2 can accommodate a
continued near-term period of margin compression despite higher
debt levels as the company has shown some ability to increase
pricing on its specialty products business. However, if macro
economic conditions impact demand for Calumet's products and thus
puts pressure on the company's ability to raise prices, it may
cause Calumet's ability to internally cover its interest and
distributions to be pressured and thus could result in the ratings
outlook pressure.  Since the IPO of Calumet's parent company in
2006, Moody's notes that the parent company's distribution
coverage ratio has stayed above management's target of 1.3x.
However, it should also be noted that this has been in a period of
historically strong margins and does not include coverage of
growth capex , which when factored in, brings the distribution
coverage ratio to below 1.0x and is expected to remain that way
into 2008.

Calumet's liquidity position remains adequate primarily due to the
new larger revolving credit facility that will be in place.
Moody's does not expect the company to be cash flow positive as a
result of the increased interest expense from the new debt, the
quarterly partnership distributions for 2008 and capex, and
working capital needs.  However, the new revolver is estimated to
have a significantly larger borrowing base, of which only a
portion allocated to L/C usage is expected, plus some modest
amount of borrowings that may be needed for the second
acquisition.  Notably, the term loan credit agreement has an
accordion feature that could serve a source of additional
liquidity to support he second acquisition, which helps preserve
liquidity.

Calumet Lubricants Co., L.P. is headquartered in Indianapolis,
Indiana.


CAMPBELL RESOURCES: MSV Resources Completes Obligations to Lenders
------------------------------------------------------------------
Campbell Resources Inc. said that Raymond Chabot Inc., the Court
appointed Monitor of MSV Resources Inc., has certified that MSV
has now fulfilled all of its obligations with respect to its Plan
of Arrangement made pursuant to the Companies Creditors
Arrangement Act.

In addition, a Certificate of Execution has been filed as of
Nov. 27, 2007.

Both Campbell and GeoNova Explorations Inc. exited CCAA earlier
this year.

Furthermore, The Quebec Superior Court has granted Meston
Resources Inc.'s request for an additional extension to May 31,
2008, of the initial order granted June 30, 2005 under the CCAA to
allow Meston to fulfil its obligations under its Plan of
arrangement.

                    About Campbell Resources

Headquartered in Montreal, Quebec, Campbell Resources Inc. --
http://www.ressourcescampbell.com/-- is a mining company focusing
mainly in the Chibougamau region of Quebec, holding interests in
gold and gold-copper exploration and mining properties.  The
Superior Court of Quebec (Commercial District) granted the company
protection under the CCAA on June 30, 2005.

The main assets of the company are the Joe Mann Mine, an
underground gold mine owned by Meston Resources Inc., a wholly
owned subsidiary of the company, the Copper Rand Mine, an
underground gold and copper mine owned by MSV Resources Inc., a
wholly owned subsidiary of the company, and the Corner Bay
Property, located near the Chibougamau Lake in the townships of
Lemoine and Obalski, a total of 16 claims, which are held by MSV.

The company's properties include Pitt Gold, Berthiaume Syndicate,
Chevrier, Gwillim, Joe Mann Mine, Cedar Bay, Copper Rand Mine,
Corner Bay, Eastmain and Lac Harbour.  The activities of GeoNova
Explorations Inc. consist mainly in the acquisition, exploration
and development of mining properties. It focuses on exploration in
the Province of Quebec and more specifically, in the Abitibi
region.


CATHOLIC CHURCH: Davenport Inks $37 Mil. Settlement with Victims
----------------------------------------------------------------
The Diocese of Davenport in Iowa reached a settlement with its
Official Committee of Unsecured Creditors to pay $37,000,000 to
sexual abuse victims.

The parties reached the deal at 1:00 a.m., on Nov. 29, 2007,
after four days of mediation in Chicago, Illinois.  Retired Judge
Nudelman assisted in the mediation process.  Most Rev. Martin J.
Amos, Bishop of Davenport, personally participated in the
negotiations.

According to the Diocese, details of the $37,000,000 settlement
will be included in the Joint Consensual Plan of Reorganization
anticipated to be filed by the Diocese and the Creditors'
Committee in the near future.

The Plan must be approved by Judge Jackwig of the U.S. Bankruptcy
Court for the Southern District of Iowa, to be effective.  The
parties anticipate that the Plan will be approved around April 1,
2008.

"The settlement provides the best opportunity for healing and for
the just and fair compensation of those who have suffered sexual
abuse by priests in our Diocese," said Bishop Amos.  "The
settlement also provides the best way to continue the Church's
mission in the Diocese of Davenport.  While this settlement will
not end the suffering by some victims of abuse, I pray that the
healing process for them might begin."

The New York Times says the money will be divided among 156
people who suffered sexual abuse by priests and lower-level
employees dating from the late 1930s.

The Future Claims Representative, in conjunction with the
Creditors' Committee, will determine the amount of money to be
set aside for any future claims.  Victims will have their
confidentiality maintained.  Distributions should begin around
July 1, 2008, after the Plan has been confirmed and the claims
procedures have commenced.

In addition to the monetary settlement, the Diocese will
implement several non-monetary undertakings in order to help
bring healing and closure to the victims of sexual abuse.  The
Diocese will continue to offer counseling for survivors of clergy
abuse.  Bishop Amos will visit parishes were abuses occurred.
The Diocese will also allow the publication of the names of the
abusers.

Victims will be allowed to speak about their experiences at
parishes and through articles in the diocesan newspaper, reports
say.

David Clohessy, national director of Survivors Network of Those
Abused by Priests, said the wide range of noneconomic proposals
for the Davenport victims was unusual.  In most settlements, he
said, church officials fight tooth and nail to oppose any
reforms.

Moreover, in an effort to have a complete resolution, Bishop Amos
negotiated a global settlement that includes all Catholic
entities in the Diocese of Davenport.  Bishop Amos said, "In the
beginning, the Diocese of Davenport alone entered bankruptcy, but
we were able to include all other Catholic entities in the
Diocese so that they all will be protected from future claims."

While each entity is independently incorporated, all parishes,
schools and Catholic entities are now included in the global
settlement.  As a result, when the Plan is approved, all the
Catholic entities will be released from liability for past cases
of abuse that occurred before October 10, 2006.  Contributions by
some of the entities toward the settlement have yet to be
determined by their boards.

Part of the Diocesan portion of the settlement will come from the
sale of the St. Vincent Center in Davenport by the Creditors'
Committee.  The Diocese will deed the St. Vincent property to the
Settlement Trustee as the Diocese does not have the funds
necessary to purchase the property.  The chancery staff and
resident priests may move to other office space and apartments.
All other property owned by the Diocese has already been sold
including the bishop's residence and a farm in Davenport.
Investments held by the Diocese, other entities and insurance
companies will fund the balance of the settlement.

All of the assets owned by the Diocese are included in the
settlement except gifts donated to the Diocese for specific
purposes and donations to the Annual Diocesan Appeal that fund
the ongoing operation of the chancery.

The Diocese says further details will be provided when the
Reorganization Plan is filed and following the approval of the
Plan by Judge Jackwig.

"I apologize for the pain caused by the actions of some priests
in the past 50 years," Bishop Amos said.  "The priests who abused
children betrayed the people who trusted them and they betrayed
the Church.  This has been a sad and difficult time for all of us
as we attempt to offer healing to all victims of abuse.  We are
committed to ensuring that the Diocesan safe environment program
will prevent this type of abuse from happening again."

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Iowa Case No. 06-02229) on October 10, 2006.
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.

The Debtor was unable to file a Chapter 11 Plan of Reorganization
when its exclusive plan-filing period expired on Nov. 16, 2007.
(Catholic Church Bankruptcy News, Issue No. 109; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CENTERSTAGING CORP: Sept. 30 Balance Sheet Upside-Down by $15.8 MM
------------------------------------------------------------------
CenterStaging Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $6.90 million in total assets, $22.00 million in
total liabilities, and $695,219 in interest of consolidated
variable interest entity, resulting in a $15.80 million total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.76 million in total current
assets available to pay $15.71 million in total current
liabilities.

The company reported a net loss of $4.47 million on revenues of
$1.68 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $4.06 million on revenues of $1.70 million in
the same period last year.

The increase in the net loss was due primarily to the fact that
salaries and wages increased $653,000, due primarily to a non-cash
charge of $1,238,000 related to stock options and common shares
issued to employees, an increase in interest expense by $162,000,
and a reduction in selling, general, and administrative of
$438,000, due primarily to a $517,000 reduction in consultant
costs.

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?25fb

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Stonefield Josephson Inc. expressed substantial doubt about
CenterStaging Corp.'s ability to continue as a going concern after
auditing the the company's financial statements for the fiscal
year ended June 30, 2007.  The auditing firm pointed to the
company's substantial net losses, substantial monetary liabilities
in excess of monetary assets as of June 30, 2007, and
stockholders' deficit.  The auditing firm also pointed to the
company's significant amounts of debt coming due in the next 12-
month period.

                       About CenterStaging

Based in Burbank, Calif., CenterStaging Corp. (OTC BB: CNSC.OB)
-- http://www.centerstaging.com/-- is engaged primarily in: (i)
providing production and support services for live musical
performances at major televised award shows such as the Academy
Awards and the GRAMMY Awards, and other televised shows and
events, such as the Super Bowl halftime show and presidential
inaugurations; (ii) renting its studio facilities to musicians for
rehearsal, production and recording; and (iii) renting musical
instruments and related equipment for use at its studios and other
venues.  In 2004, the company formed a digital media division,
which is called "rehearsals.com," to produce and distribute
original high definition audio/video content of musicians and
recording artists at its studios as they rehearse, give clinics
and record.


CHINA HEALTH: Posts $141,918 Net Loss in Third Quarter
------------------------------------------------------
China Health Resource Inc. reported a net loss of $141,918 on
sales of $8,908 for the third quarter ended Sept. 30, 2007,
compared with a net loss of $86,343 on sales of $393,514 in the
same period in 2006.

The significant decrease in revenue during the third quarter of
2007 was primarily due to the unusual weather in this period.  The
sales revenues were due primarily to sales of DAR, which is
seasonal, and significantly affected by the weather.

The increase in net loss during the three months ended Sept. 30,
2007, was due primarily to the decrease in revenue.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.6 million in total assets, $852,526 in total liabilities, and
$2.7 million in total stockholders' 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?25ff

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 20, 2007,
Lake & Associates CPA's LLC, in Boca Raton, Fla., expressed
substantial doubt about  Voice Diary Inc. nka. China Health
Resource Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2006.  The auditing firm reported that the
company has suffered recurring losses and has yet to generate an
internal cash flow.

                       About China Health

Headquartered in Si Chuan Province, P.R. China, China Health
Resource Inc. fka. Voice Diary Inc. (OTC BB: CHRI) -- was
incorporated in the State of Delaware on Feb. 26, 2002.  Through
its wholly owned subsidary, Yin Fa, the company operates as a
pharmaceutical company focused on developing and commercializing
the Dahurian Angelica Root, one of the more popular traditional
Chinese medicines.  Dahurian Angelica Root is a popular herb
employed extensively as an ingredient in food, medicine and
cosmetics.


CHRYSLER LLC: Downsizing Plan Effectuates, Salaried Workers Leave
-----------------------------------------------------------------
Chrysler LLC's first batch of salaried workers, who opted for the
company's buyout proposals, left Friday.  Another batch will be
leaving at the end of the year, various reports stated.

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Chrysler disclosed that it would make volume-related
reductions at several of its North American assembly and
powertrain plants.  Shifts will be eliminated at five North
American assembly plants which, combined with other volume-related
manufacturing actions, will lead to a reduction of 8,500-10,000
additional hourly jobs through 2008.

Additional actions include reductions of salaried employment by
1,000 and supplemental (contract) employment by 37%.  The company
also plans to eliminate hourly and salaried overtime and reduce
purchased services due to reduction in volume.  The volume-related
actions are in addition to 13,000 jobs
eliminated by the three-year Recovery and Transformation Plan
announced in February.  The objectives of the RTP remain the same.

Sources say, citing Chrysler spokesman David Elshoff, that the
first buyout program called the "special incentive program" was
offered to workers who were 62 years old or older with 10 years
(or more) of service.  The buyout program presented these white-
collared workers three months' salary and either a vehicle voucher
worth $20,000 after taxes or a $20,000 tax-free contribution to a
retirement health care account, in addition to full pension and
retiree health benefits.

Workers ages 53 to 61 with at least 10 years of service who make
less than $100,000 annually, as well as select workers ages 55 to
61 with 10 years of service who make $100,000 or more in salary
will be offered Chrysler's second buyout program, which provides
full pension and retiree health care benefits," Eric Morath of The
Detroit News relates.  The program is otherwise known as "the
special early retirement program."

                        About Chrysler

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.


CITGO PETROLEUM: Moody's Rates Revenue Bonds at Ba1
---------------------------------------------------
Moody's Investors Service has upgraded the rating assigned to
Industrial Development Board of the Parish of Calcasieu, Inc.
Environmental Revenue Refunding Bonds (CITGO Petroleum Corporation
Project) Series 1995 to Aaa/VMIG1 from Aa1/VMIG1 in conjunction
with the substitution of the current letter of credit provided by
BNP Paribas with a new letter of credit to be provided by Sumitomo
Mitsui Banking Corporation.

Upon the letter of credit substitution, scheduled for December 3,
2007, the long term rating will reflect Moody's approach to rating
jointly supported transactions and will be based upon the letter
of credit provided by Sumitomo Mitsui Banking Corporation, the
rating of CITGO, the structure of the transaction which ensures
that timely debt service and purchase price payments are made to
investors, and Moody's evaluation of the creditworthiness of the
institution issuing the letter of credit.  Moody's currently rates
by Sumitomo Mitsui Banking Corporation Aa2 for long-term
obligations and P-1 for short-term obligations. Moody's currently
rates CITGO Ba1.

Since a loss to investors will occur only if both by Sumitomo
Mitsui Banking Corporation and CITGO default in payment, Moody's
has assigned a long term rating based upon the joint probability
of default by both parties.  In determining the joint probability
of default, Moody's considers the level of correlation between the
letter of credit bank and the company. Moody's has determined that
there is a low level of correlation between the bank and the
company.  Given this correlation, Moody's believe the joint
probability of default of by Sumitomo Mitsui Banking Corporation
and CITGO, rated Aa2 and Ba1, respectively, results in credit risk
consistent with an Aaa rating.

                        Letter of Credit

The letter of credit will cover full principal plus 35 days of
interest, while in the daily or weekly modes, or 275 days, while
in the commercial paper rate mode, at a rate of 12%, the maximum
interest rate on the Bonds.  The letter of credit will be
available to make payments of principal and interest, as well as
purchase price, to the extent remarketing proceeds received by the
Trustee are insufficient.  The letter of credit provides
sufficient coverage for the Bonds while they bear interest in the
daily, weekly, and commercial paper (1-270 days) rate modes.

Substitution of the letter of credit is permitted at any time.
The trust indenture requires that the institution issuing the
substitute letter of credit be such as to maintain a rating on the
Bonds equal to or higher than the then current rating on the
Bonds, as rated by Moody's.  The indenture does not include a
provision for mandatory tender upon substitution of the letter of
credit, but the Bonds will be mandatorily purchased on Dec. 3,
2007, the date of substitution.

Conforming draws for the timely payment of principal and interest
received by the Bank by 11:00 a.m., New York City Time, on a
business day, will be honored by 1:00 p.m., New York City Time, on
the same business day.  Conforming draws for the timely payment of
purchase price received by the Bank by 1:00 p.m., New York City
Time, on a business day, will be honored by 3:00 p.m., New York
City Time, on the same business day.

                 Reimbursement Agreement Defaults

The Bank may deliver written notice to the trustee stating that an
event of default has occurred and is continuing under the
Reimbursement Agreement and directing the trustee to immediately
declare the Bonds due and payable.  Upon receipt of such notice,
the Trustee shall immediately declare the Bonds due and payable
and draw on the letter of credit on the day of acceleration.
Interest ceases to accrue on the payment date.

                     Reinstatement of Interest

Draws made under the letter of credit for interest shall be
automatically reinstated on the day on which such draw is honored.

         Expiration/Termination of the Letter of Credit

The letter of credit expires upon the earliest to occur of (1)
Dec. 3, 2010, the stated expiration date of the letter of credit,
(2) the Bank's receipt of notice from the trustee that (a) no
Bonds remain outstanding, (b) an alternate credit facility has
been accepted, or (c) the Bonds have been converted to the term
rate mode, (3) ten days following the trustee's receipt of notice
from the Bank that an event of default has occurred under the
Reimbursement Agreement, with instruction to immediately declare
the Bonds due and payable.

                        Mandatory Tenders

The Bonds are subject to mandatory tender upon the following: (i)
while in the commercial paper rate mode, on each interest payment
date, (ii) upon conversion from one rate mode to a different rate
mode, and (iii) on the interest payment date preceding the
expiration date of the letter of credit.

                         Optional Tenders

Bondholders may optionally tender their bonds, while in the daily
mode, on any business day, with notice sent to the paying agent no
later than 11 a.m. on the purchase date. Bondholders may also
optionally tender their bonds, while in the weekly mode, on any
business day with at least seven days prior notice to the paying
agent.


CLEAR CHANNEL: Gets FCC Approval for $1.3 Bil. Sale to Newport TV
-----------------------------------------------------------------
Clear Channel Communication Inc. received approval from the
Federal Communications Commission to sell 35 television stations
to Newport Television LLC, a private equity firm controlled by
Providence Equity Partners Inc., for $1.3 billion, various sources
report.

In its order, the FCC denied a petition filed by Buckley
Broadcasting of Monterey, seeking reconsideration of the 2002
Commission decision granting applications to transfer control of
the Ackerley Group Inc. to Clear Channel.

However, the FCC approval comes with certain conditions that must
be met by Newport in six months, including divesting TV stations
in nine markets where it is in violation with FCC ownership rules.
Companies must comply with the numerical ownership limits of the
FCC local television ownership rule.  The nine market areas are
Bakersfield, San Francisco, Santa Barbara, Fresno and Monterey in
California; Salt Lake City; Albany, New York; Jacksonville,
Florida, and San Antonio, Texas.

                 Cross-ownership Rule Violation

Providence has defiled an FCC newspaper-broadcast station cross-
ownership rule in five markets because it owns interests in
Spanish language network Univision Communications Inc. and Freedom
Communications Holdings Inc.

On Oct. 31, 2007, Providence filed a request for more time, in
which it states that it "had intended to comply by way of
redemption of its attributable interest in Freedom," but that "due
to extraordinarily volatile conditions in the credit market and
newspaper industry in general," it has not been able to obtain the
necessary financing.  Instead, it proposes to convert its interest
in Freedom into one that is not attributable under the FCC's rules
and, by doing so, come into compliance with the rule.

                       About Clear Channel

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Fitch Ratings said it expects to downgrade Clear Channel
Communications Inc.'s Issuer Default Rating to 'B' from 'BB-'.
The rating outlook is expected to be stable.  Existing ratings
remain on rating watch negative pending the closing of the
merger transaction and review of final documentation.


CLEAR CHANNEL: Provides Update on Bain Capital/THLP Merger
----------------------------------------------------------
Clear Channel Communications, Inc. provided an update on the
status of its merger with an affiliate of a private equity group
co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners,
L.P.  Both parties continue to actively pursue the satisfaction of
the conditions to closing of the merger.  The remaining material
condition to be satisfied is obtaining the expiration or
termination of the waiting period under the Hart Scott Rodino Act.

As reported in the Troubled Company Reporter on May 21, 2007,
Clear Channel entered into a second amendment to its merger
agreement with a private equity group co-led by Thomas
H. Lee Partners, L.P. and Bain Capital Partners, LLC.  Under the
terms of the merger agreement, as amended, Clear Channel
shareholders will receive $39.20 in cash for each share they own
plus additional per share consideration, if any, if the closing of
the merger occurs after December 31, 2007.  This is an increase
from the previous cash consideration of $39.00 per share.

As an alternative to receiving the $39.20 per share cash
consideration, Clear Channel's unaffiliated shareholders were
offered the opportunity on a purely voluntary basis to exchange
some or all of their shares of Clear Channel common stock on a
one-for-one basis for shares of Class A common stock in the new
corporation formed by the private equity group to acquire Clear
Channel (subject to aggregate and individual caps), plus the
additional per share consideration, if any.

Clear Channel is confident that the necessary regulatory condition
will ultimately be satisfied.  However, it is not expected that
these conditions can be satisfied in time to allow for a closing
of the merger prior to the end of 2007.

Clear Channel intends to exercise its right to extend the
Termination Date on Dec. 12, 2007 in accordance with the
provisions of the Merger Agreement.  Once extended, the new
Termination Date will be June 12, 2008.

Subject to the receipt of the requisite regulatory approval and
customary closing conditions, Clear Channel expects the closing of
the merger will occur during the first quarter 2008.

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Fitch Ratings said it expects to downgrade Clear Channel
Communications Inc.'s Issuer Default Rating to 'B' from 'BB-'.
The rating outlook is expected to be stable.  Existing ratings
remain on rating watch negative pending the closing of the
merger transaction and review of final documentation.


CLEAR CHANNEL: Paying $0.1875 Quarterly Dividend January 15
-----------------------------------------------------------
Clear Channel Communications, Inc.Board of Directors declared a
quarterly cash dividend of $0.1875 per share on its Common Stock.
The dividend is payable on or before January 15, 2008 to
shareholders of record at the close of business on December 31,
2007.

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Fitch Ratings said it expects to downgrade Clear Channel
Communications Inc.'s Issuer Default Rating to 'B' from 'BB-'.
The rating outlook is expected to be stable.  Existing ratings
remain on rating watch negative pending the closing of the
merger transaction and review of final documentation.


COINSTAR INC: Moody's Withdraws Ba2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdrew the Ba2 Corporate Family Rating
of Coinstar, Inc. following the refinancing of the company's
existing $310 million senior secured credit facility with a new
facility, which provides for a $400 million revolving line of
credit (not rated by Moody's).  The refinancing took place on
Nov. 20, 2007.

Moody's withdrew these ratings:
  -- The Ba2 Corporate Family Rating;
  -- The Ba3 Probability of Default Rating;
  -- The Ba2 (LGD3, 31%) on the $60 million senior secured
     revolver due 2011;
  -- The Ba2 (LGD3, 31%) rating on the (original) $250 million
     senior secured term loan B due 2011;
  -- The SGL-1 Speculative Grade Liquidity rating.

Coinstar, Inc., based in Bellevue, Washington, owns and operates a
multinational, fully automated network of coin processing kiosks,
as well as electronic payment, entertainment services, and self-
service DVD rentals.  Revenue for fiscal 2006 was about
$534 million.


COLUMBIA AIRCRAFT: Completes Asset Sale to Textron's Cessna
-----------------------------------------------------------
Cessna Aircraft Company, a Textron Inc. company, finalized its
purchase of select assets of Columbia Aircraft Manufacturing
Company.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Cessna's auction bid of $26.4 million for the Bend, Oregon-based
producer of high-performance, single-engine aircraft was accepted
by court order on Nov. 28, 2007 by the United States Bankruptcy
Court for the District of Oregon.  Company officials spent the
past week finalizing the acquisition.

With the deal now closed, the Bend factory will carry the Cessna
name and the Columbia products will be branded as the Cessna 350
and the Cessna 400.  These two low-wing, turbocharged aircraft
will complement Cessna's existing line of eight piston models.
Cessna also manufactures turboprops and the world's best-selling
line of business jets, the Cessna Citation.

Cessna Parts Distribution and the Cessna network of authorized
dealers and service centers have already begun plans to integrate
sales and support of the new Cessna 350 and Cessna 400 aircraft.

                  About Cessna Aircraft Company

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

             About Columbia Aircraft Manufacturing

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

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


COUNTRYWIDE FINANCIAL: CEO Mozilo Says Bankruptcy Not Likely
------------------------------------------------------------
Countrywide Financial Corp.'s Chief Executive Officer Angelo
Mozilo disclosed that although bankruptcy will always be an issue,
a bankruptcy filing was unlikely for the company, Reuters reports
citing CNBC.

Reuters relates that in the CNBC interview, Mr. Mozilo added that
the company wasn't in talks with Bank of America Corp. for another
cash infusion.

As previously reported in the Troubled Company Reporter, the
company received a $2 billion strategic equity investment from
Bank of America.  The transaction was completed and funded
Aug. 22, 2007.

                         EOUST Subpoena

The Executive Office of the U.S. Trustee meanwhile has issued a
subpoena in order to determine if Countrywide committed abuse in
the two foreclosures in southern Florida, Gretchen Morgenson of
the New York Times reported last week.

According to the report, in the Chapter 13 case of Manuel Del
Castillo and Maria E. Pena in Miami, the company filed a claim in
the amount of $279,000 which includes, among others, an $11,924
advance and insufficient-funds fee of around $683.  The Del
Castillos objected to the claim contending that the company didn't
provide an itemized list of the charges, Ms. Morgenson further
reports.

In Boca Ranton, the company filed a $101,000 claim, which included
$2,400 in overdue mortgage payments, in the Chapter 13 case of
William and Joyce Chadwick, the report relates.  The Chadwicks
however also objected to the claim saying that they were current
in their payments.

The judges in the respective cases ruled that the fees removed
from the claims after Countrywide didn't appear at the hearings.
Ms. Morgenson discloses that this "no-show" prompted the U.S.
Trustee to look closer into the matter.

                   About Countrywide Financial

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


CSFB ADJUSTABLE: Moody's Downgrades Ratings on 14 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded ratings of fourteen
tranches and has placed on review for downgrade ratings of seven
tranches issued by CSFB Adjustable Rate Mortgage Trust in 2004 and
2005.  The underlying collateral of the affected tranches consists
of Alt-A, first-lien, fixed and adjustable rate mortgage loans.
Moody's has also downgraded ratings of six tranches issued by CSFB
Home Equity Pass-Through Certificates, Series 2005-1.  The
underlying collateral of this deal consists of subprime, first-
lien, fixed and adjustable rate mortgage loans.

The actions are based on the analysis of the current credit
enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to
expected losss.

Complete rating actions are:

Issuer: CSFB Adjustable Rate Mortgage Trust 2004-1

  -- Cl. 9-M-2, downgraded from A2 to Baa2
  -- Cl. 9-M-3, downgraded from Baa1 to Baa3
  -- Cl. 9-M-4, downgraded from Baa2 to Ba1

Issuer: CSFB Adjustable Rate Mortgage Trust 2004-2

  -- Cl. 7-M-3, downgraded from Baa1 to Baa3
  -- Cl. 7-M-4, downgraded from Baa2 to B1

Issuer: CSFB Adjustable Rate Mortgage Trust 2004-4

  -- Cl. 5-M-2, currently A2; on review for possible downgrade
  -- Cl. 5-M-3, currently Baa1; on review for possible
     downgrade
  -- Cl. 5-M-4, currently Baa3; on review for possible
     downgrade

Issuer: CSFB Adjustable Rate Mortgage Trust 2004-5

  -- Cl. 7-M-1, currently Aa2; on review for possible downgrade
  -- Cl. 7-M-2, currently A2; on review for possible downgrade
  -- Cl. 7-M-3, currently Baa1; on review for possible
     downgrade
  -- Cl. 7-M-4, currently Baa3; on review for possible
     downgrade

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-1

  -- Cl. 5-M-2, downgraded from A2 to Baa2
  -- Cl. 5-M-3, downgraded from Baa1 to Ba3
  -- Cl. 5-M-4, downgraded from Baa3 to B3

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-2

  -- Cl. 6-M-3, downgraded from A2 to Baa1
  -- Cl. 6-M-4, downgraded from Baa1 to Ba1
  -- Cl. 6-M-5, downgraded from Baa2 to B3

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-3

  -- Cl. 8-M-2, downgraded from A2 to Baa2
  -- Cl. 8-M-3, downgraded from Baa1 to Ba3
  -- Cl. 8-M-4, downgraded from Baa2 to B3

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2005-1

  -- Cl. M-4, downgraded from A1 to A3
  -- Cl. M-5, downgraded from A2 to Baa1
  -- Cl. M-6, downgraded from A3 to Baa3
  -- Cl. M-7, downgraded from Baa1 to Ba2
  -- Cl. B-1, downgraded from Baa2 to B1
  -- Cl. B-2, downgraded from Baa3 to B3


CWABS: Moody's Cuts Ratings on Two Cert. Classes to Ba1 from A3
---------------------------------------------------------------
Moody's Investors Service has downgraded 16 certificates from two
transactions issued by CWABS Asset-Backed Certificates Trust.
Both transactions are backed by second lien loans.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination, were too low
compared to the current projected loss numbers at the previous
rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: CWABS Asset-Backed Certificates Trust 2006-SPS1

  -- Cl. A, Downgraded to Baa1 from A2
  -- Cl. M-1, Downgraded to Ba1 from A3
  -- Cl. M-2, Downgraded to B2 from Baa1
  -- Cl. M-3, Downgraded to Ca from Ba1
  -- Cl. M-4, Downgraded to C from Ba3
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-SPS2

  -- Cl. M-1, Downgraded to Baa2 from A2
  -- Cl. M-2, Downgraded to Ba1 from A3
  -- Cl. M-3, Downgraded to B1 from Baa1
  -- Cl. M-4, Downgraded to B2 from Baa2
  -- Cl. M-5, Downgraded to Caa2 from Baa3
  -- Cl. M-6, Downgraded to Ca from Ba1
  -- Cl. M-7, Downgraded to C from Ba2
  -- Cl. M-8, Downgraded to C from Caa1


EXCELLENCY INVESTMENT: Has Equity Deficit of $7.9 Mil. at Sept. 30
------------------------------------------------------------------
Excellency Investment Realty Trust Inc.'s consolidated balance
sheet at Sept. 30, 2007, showed $5.2 million in total assets and
$13.1 million in total liabilities, resulting in a $7.9 million
total stockholders' deficit.

The company reported a net loss of $723,015 for the third quarter
ended Sept. 30, 2007, compared with a net loss of $1.0 million for
the third quarter of 2006.

Rental revenues increased $16,063, or approximately 4.2%, to
$397,195 in the three-month period ended Sept. 30, 2007, as
compared to rental revenues of $381,132 during the three-month
period ended Sept. 30, 2006.  The increase was primarily related
to higher rents and occupancy rates at the company's properties.

The primary reasons for the decrease in net loss from the same
period in the prior year were reductions in general and
administrative expenses, a gain from the sale of trading
securities of $2,962 as compared to a realized loss from sale of
trading securities of $305,915 in the same period in the prior
year, and the fact that, unlike in the prior year, the company did
not incur an unrealized loss on trading securities, partially
offset by an $510,000 increase in loss on derivative liability.

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?2606

                       Going Concern Doubt

Weinberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about Excellency Investment Realty Trust Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm reported that the company had a
net loss of $2.4 million, used net cash in operations of $608,913
and has a net stockholders' deficit of $5.9 million.

                   About Excellency Investment

Headquartered in Hartford, Conn., Excellency Investment Realty
Trust, Inc. (OTC BB: EIVR.OB) -- http://excellencyreit.com/-- is
a real estate investment firm with offices at 245 Park Avenue, New
York.  The strategy of the company is to purchase distressed
properties that are in good locations but are underperforming due
to cosmetic obsolescence, poor management or lack of capital.
Excellency will then acquire these properties at a discount, make
the necessary changes and transform them into high performing
investments.  The company currently owns 8 properties in Hartford,
Conn. and is seeking to acquire additional properties nationwide.


FAIRFAX FINANCIAL: Fitch Lifts Issuer Default Rating to BB+
-----------------------------------------------------------
Fitch Ratings has upgraded the ratings of Fairfax Financial
Holdings Limited as:

  -- Issuer Default Rating to 'BB+' from 'BB-';
  -- Senior debt to 'BB' from 'B+'.

Fitch has also upgraded the ratings of Fairfax's wholly and
partially owned subsidiaries as:

Odyssey Re Holdings Corp.

  -- IDR to 'BBB' from 'BBB-';
  -- Senior debt to 'BBB-' from 'BB+'.

Odyssey America Reinsurance Corporation
  -- Insurer financial strength to 'A-' from 'BBB+'.

Crum & Forster Holdings Corp.
  -- IDR to 'BB+' from 'BB-';
  -- Senior debt to 'BB' from 'B+'.

Crum & Forster Insurance Group
  -- IFS to 'BBB' from 'BBB-'.

Northbridge Financial Insurance Group
  -- IFS to 'BBB+' from 'BBB'.

A full rating list is shown below.  The Rating Outlook is Stable.

Fitch has also affirmed and simultaneously withdrawn the holding
company ratings of TIG Holdings, Inc. and the insurance company
ratings of TIG Insurance Group that are in runoff.

Fitch's two-notch upgrade of Fairfax's IDR and debt ratings
reflect the holding company's considerably improved overall
financial profile, with reductions in financial leverage,
increased interest coverage, improved operating performance and
continued favorable financial flexibility.  The upgrade of
Fairfax's operating company IDR, debt and IFS ratings reflect more
standalone financial profiles, as the ratings were previously held
down one full notch due to parent company issues.  The two-notch
upgrade of Crum & Forster Holdings Corp.'s IDR and senior debt
rating also reflects standard notching as upstream dividends from
Crum & Forster Insurance Group have been restored.

Fairfax's debt-to-total capital ratio is down notably to about 30%
at Sept. 30, 2007, compared to 36% at Dec. 31, 2006 and 42% at
year-end 2005, due to reductions in holding company debt and
strong growth in shareholders' equity.  Fitch also looks at the
ratio of debt to earnings before interest and taxes (debt/EBIT) as
a financial leverage measure for companies with below-investment-
grade IDRs where cash flow and earnings are a potential issue.
Fairfax has demonstrated significant improvement with debt/EBIT of
2.2 times at year-end 2006 (7.3x excluding realized gains)
compared to 5.3x at year-end 2004.  Through the first nine months
of 2007, annualized debt/EBIT was 1.3x (2.8x excluding realized
gains).

Fairfax has also significantly improved its operating earnings
interest coverage to 3.6x through Sept. 30, 2007 (annualized),
from 1.5x in 2006 and negative coverage in 2005.  Including
realized gains, coverage improved to 7.8x through Sept. 30, 2007
(annualized) from 5.2x in 2006 and negative coverage in 2005.
This increase in coverage is due to better earnings that have
restored upstream dividend capacity at the insurance subsidiaries.

Profitability improved appreciably in 2006 to pre-tax income of
$876 million, compared to a loss of $470 million in 2005 as
underwriting results improved with a benign catastrophe season.
Results continued to improve through the first nine months of 2007
with pre-tax income of $1.1 billion compared to
$617 million for the first nine months of 2006 as runoff results
improved and ongoing operations continued to produce strong
results.  Fitch anticipates that profitability will continue to be
favorable in the near term, although underwriting results are
expected to deteriorate somewhat during the softening market
environment and into a potential soft market.

Fitch notes that Fairfax has improved its underwriting discipline
and expects the company to maintain this focus throughout the
underwriting cycle.  Nevertheless, there still remains the risk
that the company has not fully learned its lesson from the last
harsh soft market of the late 1990s that together with ill-fated
acquisitions led to a material decline in Fairfax's credit
quality, with significant underwriting losses and reserve charges.

Although 2006 results were dampened by a $413 million charge for
the commutation of the $1 billion Swiss Re corporate cover, Fitch
views this and other recent commutations of finite reinsurance
contracts favorably, as they free up cash, reduce reinsurance
credit risk, lower interest expense on funds withheld, improve
liquidity and provide for greater transparency of results.  Fitch
estimates that Fairfax's remaining finite reinsurance contracts
(primarily for C&F and Odyssey Re) have resulted in a cumulative
after-tax Canadian GAAP capital/earnings enhancement to Fairfax of
approximately $100 million at year-end 2006 (about 3% of equity),
much less than Fitch's estimated $750 million benefit at year-end
2004 (about 25% of equity), prior to the commutations in 2005 and
2006.

Fairfax continued to demonstrate the company's favorable financial
flexibility in generating almost $2 billion of cash in 2006 and
2007 from the partial sale of Odyssey Re, finite reinsurance
commutations, and disposition of strategic investments in Zenith
National and Hub International.  Fairfax also maintains a sizable
amount of holding company cash ($837 million at Sept. 30, 2007)
that provides a cushion in meeting subsidiary cash flow shortages
and liquidity to service its debt.

Fitch upgrades these ratings with a Stable Rating Outlook:

Fairfax Financial Holdings Limited

  -- IDR to 'BB+' from 'BB-';
  -- $62 million unsecured due April 15, 2008 to 'BB' from
     'B+';
  -- $182 million unsecured due April 15, 2012 to 'BB' from
     'B+';
  -- $91 million unsecured due Oct. 1, 2015 to 'BB' from 'B+';
  -- $283 million unsecured due June 15, 2017 to 'BB' from
     'B+';
  -- $144 million unsecured due April 15, 2018 to 'BB' from
     'B+';
  -- $92 million unsecured due April 15, 2026 to 'BB' from
     'B+';
  -- $91 million unsecured due July 15, 2037 to 'BB' from 'B+';
  -- $135 million convertible due July 15, 2023 to 'BB' from
     'B+'.

Fairfax, Inc.
  -- IDR to 'BB+' from 'BB-'.

Odyssey Re Holdings Corp.

  -- IDR to 'BBB' from 'BBB-';
  -- $50 million series A unsecured due March 15, 2021 to
     'BBB-' from 'BB+';
  -- $50 million series B unsecured due March 15, 2016 to
     'BBB-' from 'BB+';
  -- $40 million series C unsecured due Dec. 15, 2021 to 'BBB-'
     from 'BB+';
  -- $225 million unsecured due Nov. 1, 2013 to 'BBB-' from
     'BB+';
  -- $125 million unsecured due May 1, 2015 to 'BBB-' from
     'BB+';
  -- $50 million series A preferred shares to 'BB+' from 'BB';
  -- $50 million series B preferred shares to 'BB+' from 'BB'.

Odyssey America Reinsurance Corporation
  -- IFS to 'A-' from 'BBB+'.

Crum & Forster Holdings Corp.
  -- IDR to 'BB+' from 'BB-';
  -- $330 million unsecured due May 1, 2017 to 'BB' from 'B+'.

Crum & Forster Insurance Group:

Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company
  -- IFS to 'BBB' from 'BBB-'.

Northbridge Financial Insurance Group:

Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Company (Canada)
  -- IFS to 'BBB+' from 'BBB'.

These ratings are affirmed and withdrawn by Fitch:
TIG Holdings, Inc.

  -- IDR at 'BB-'.

TIG Capital Trust I
  -- $18 million trust preferred stock due 2027 at 'B'.

TIG Insurance Group:

TIG Indemnity Company
TIG Insurance Company
TIG Specialty Insurance Company
  -- IFS at 'BB+'.

This rating is withdrawn by Fitch:

Clearwater Insurance Company
  -- IFS at 'BBB+'.


FEDDERS CORPORATION: Wants March 4, 2008 Set as Claims Bar Date
---------------------------------------------------------------
Fedders Corp. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to establish
March 4, 2008, at 4:00 p.m., as the period in which creditors must
file their proofs of claim.

The Debtors remind each entity who asserts a claim against
the Debtors to file an original, written proof of claim which
substantially conforms with the official proof of claim form.

Proofs of claim are to be sent to:

     Fedders North America Inc.
     c/o Logan & Company Inc.
     546 Valley Road
     Upper Montclair, NJ 07043

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan &
Company Inc. as claims and noticing agent.  The U.S. Trustee for
region 3 has appointed an Official Committee of Unsecured
Creditors on this case.  When the Debtors filed for protection
from its creditors, it listed total assets of US$186,300,000 and
total debts of US$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FIRST MAGNUS: Wants Court to Vacate Order Rejecting Trinity Deals
-----------------------------------------------------------------
First Magnus Financial Corporation asks the U.S. Bankruptcy Court
for the District of Arizona to vacate its previous order
authorizing the Debtor to reject the Master Services Agreement and
related contracts with Trinity Partners Incorporated.

The rejection of the agreements was requested by WNS North
America Inc., the successor by merger to Trinity, which was
formerly a Debtor's subsidiary.  Trinity was acquired by WNS'
parent company through a stock purchase agreement in 2005.

The Debtor meanwhile responded to WNS by requesting the Court's
permission to reject the MSA, the amended MSA and two Service
Orders.

On Nov. 14, 2007, WNS lodged a proposed order with respect to
its request for the contracts' rejection.  The proposed order,
however, drew contention from the Debtor and from the Official
Committee of Unsecured Creditors because it mentioned of other
Service Orders and agreements, which the Debtor is unaware of.

On Nov. 15, the Debtor asked the Court to approve its own
proposed order, which provided for the rejection of agreements
only known to it.  The Debtor contended that it is "not proper to
reject any agreements which it did not have opportunity to review
and were not the subject of a request for authorization to
reject."

Within the day the Debtor's objection and proposed order were
lodged and scheduled for hearing, the Court, however, also signed
WNS' proposed order.

Representing the Debtor, James P.S. Leshaw, Esq., at Greenberg
Traurig PA, says they ask the Court to vacate the issuance of the
WNS's proposed order so that it may consider the merits of the
Debtor's arguments.

"Given that the WNS' proposed order was signed by the Court on
the same day as the filing of the Debtor's objection, and the
scheduling of a hearing on the competing orders, we presume that
the Court inadvertently entered the order without realizing that
the Debtor did not consent with it and had filed an objection to
the form of proposed order," Mr. Leshaw says.

The Creditors Committee supports the Debtor's arguments and
requests the Court to approve the Debtor's proposed order.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


FIRST MAGNUS: Countrywide, et al., Balk at Disclosure Statement
---------------------------------------------------------------
Countrywide Warehouse Lending and Countrywide Home Loans Inc., and
other creditors, ask the U.S. Bankruptcy Court for the District of
Arizona to deny approval of the disclosure statement explaining
First Magnus Financial Corporation's Plan of Liquidation, both
amended on Oct. 30, 2007.  The creditors contend that the
disclosure statement does not disclose adequate information
regarding the proposed treatment of their claims and the
collateral securing those claims.

                     Countrywide's Objections

CWL and CHLI hold secured and unsecured claims against the
Debtor, and assert interests in certain of the Debtor' assets
pursuant to a two agreements.

Under a warehouse agreement, the Debtor granted CWL a security
interest in mortgage loans, which currently total about
$6,009,536, and all products and proceeds of the collateral in
exchange for extending a line of credit to the Debtor under a
revolving credit and security agreement dated June 8, 2007.

CHLI's liens arose from a loan purchase agreement dated Aug. 27,
1996, where CHLI agreed to buy mortgage loans from the Debtor and
an early purchase program addendum to the loan purchase agreement
dated June 23, 2004.  First Magnus acknowledged that it received
pre-bankruptcy payments under the purchased loans or EPP loans but
has not remitted the payments, which, CHLI believes, aggregate
$486,181.

Robert J. Miller, Esq., at Bryan Cave LLP, counsel to Countrywide,
points out that the disclosure statement fails to disclose
adequate information regarding First Magnus' intended disposition
of the warehouse collateral.

In addition, Mr. Millers says that the disclosure statement does
not disclose adequate information regarding the disposition of the
purchased loan payments, payoff proceeds and any other cash funds
of CHLI held by First Magnus on the bankruptcy filing.  The
amended disclosure statement fails to disclose any information
regarding the approximately $3,800,000 in cash funds held by First
Magnus on the bankruptcy filing.

Mr. Miller also notes that the disclosure statement fails to
disclose whether any unsecured claims of Countrywide arising
under pre-bankruptcy agreements with First Magnus would constitute
Class 3 Unsecured Claims or Class Unsecured Claims.

Moreover, Mr. Miller asserts that the Disclosure Statement cannot
be approved because the Plan contains provisions that renders it
non-confirmable.  Among other things, Mr. Miller points out that
the Plan prohibits the payment of post-bankruptcy interest on
"oversecured" Allowed Secured Claims, in contravention of Section
506(b) of the Bankruptcy Code.

                     WC Partners' Objections

Unsecured creditor WC Partners, by its managing partner, The
Colton Company, seeks clarification that no assets will remain
with the Debtor until unsecured creditors are paid in full.

Steven M. Cox, Esq., at Waterfall, Economidis, Caldwell, Hanshaw
& Villamana PC, in Tucson, Arizona, notes that the liquidation
analysis attached to the disclosure statement purports to
demonstrate that unsecured claims will have a recovery of 26% to
53%.  The disclosure statement also provides that rejection
damage claims are placed in Class 4, and claims totaling as much
as $89,400,000 (Classes 3 and 4) will be paid from the dividend
fund of $16,000,000 to $32,000,000, which is the source for any
payment, if any, to both Class 3 and Class 4 claims under the
Plan.  The provisions in the disclosure statement, Mr. Cox,
asserts that the Debtor has a negative tangible net worth,
and unsecured creditors will not be paid in full.

However, Mr. Cox points out, quite inconsistent with these
disclosures, the attorney for Mr. Thomas Sullivan, Jr., a
principal and part owner of the Debtor, in a letter to WNS'
counsel stated: "First Magnus' tangible net worth is
substantially more than $2,500,000."

"The obvious question is, where is this "tangible net worth" of
much more than $2,500,000, who is getting it, and why aren't the
unsecured creditors of Classes 3 and 4 of the Plan being paid
this as part of the Dividend Fund?" Mr. Cox asks.

                   WNS North America's Objection

WNS North America Inc., asks the Court to direct the Debtor to
revise the disclosure statement and plan to correct certain
errors and admissions.

Nancy J. March, Esq., at DeConcini McDonald Yetwin & Lacy PC, says
in the disclosure statement, the Debtor asserted that shareholders
of its parent company made about $13,000,000 in cash
available to the Debtor.  According to Ms. March, WNS does not
have sufficient knowledge to verify the accuracy of the Debtor's
assertion.

"WNS would very much like to believe that a substantial recovery
for general unsecured creditors has been ensured," Ms. March
states.  She adds that neither the disclosure is accurate nor
justified until there is a full resolution of the litigation with
the warehouse lenders.

Ms. March argues that the disclosures can only be considered
adequate and not misleading if put in their proper context.

"The proper context is the $11,000,000 that they had just
received, and the enormous bonuses some of those same managers
had been paid in just the most recent 12-month period," Ms. March
points out.

WNS also disagrees with the Debtor's characterization of its
claim based on damages from rejection of its unquestionably valid
prepetition services contracts with the Debtor but recognizes
that it is up to the plan proponent to make the initial
determination as to materiality of matters to be disclosed.

Ms. March meanwhile points out that the plan contains material
legal errors and omissions that will prevent its confirmation
unless no party objects.

"There is no valid legal basis for separating the general
unsecured claims into Classes 3 and 4," Ms. March states.

                   UBS Real Estate's Objection

UBS Real Estate Securities Inc. asks the Court to reject the
disclosure statement unless the Debtors revise them to supplement
and correct certain misstatements or omissions.

Kasey C. Nye, Esq., at Quarles & Brady LLP, says the Debtor failed
to disclose that UBS Real owns mortgage loans it purchased from
the Debtor.

In the Disclosure Statement, the Repurchase Agreement was
referred as part of a Warehouse Lending Arrangement between the
Debtor and UBS Real, with UBS Real described as Warehouse Lender.

"The disclosure statement's failure to state correctly the legal
relationships between UBS Real and the Debtor is misleading, and
foreshadows the improper treatment of UBS Real's claims under the
proposed Plan," Mr. Nye states.

Meanwhile, Mr. Nye points out that the Debtor's plan cannot be
confirmed as a matter of law because it contains several flaws.

"The Plan places UBS Real in Class 6 with other entities labeled
as warehouse lenders and repo participants, yet, the Debtor has
not made disclosures sufficient to show that all of these
entities hold substantially similar claims," Ms. Nye notes.

Other flaws of the Plan likewise stem from the Debtor's failure
to recognize UBS Real's status as owner of the mortgage loans and
to take account of UBS Real's rights under the agreements and
applicable law.

                     Pima County's Objections

Pima County asks the Court to disapprove the disclosure statement
and confirmation of the plan until they are amended to remedy
certain deficiencies and provide for the payment of the County's
claims in full.

German Yusufov, Deputy County Attorney for Pima County, says that
neither the plan nor the disclosure statement specifies the
treatment of Pima County's claims.

"The Plan contains Class 2 for allowed secured claims, however to
the extent Pima County's secured claims are intended to be
classified as Class 2, the treatment violates both bankruptcy and
applicable state law," Mr. Yusufov points out.

Mr. Yusufov says that the Debtor is attempting to strip Pima
County's postpetition interest, with its definition of the
"allowed claim" in the plan.

                      DocuSafe's Objections

DocuSafe of Phoenix Inc asks the Court to deny the Debtor's
request to approve the disclosure statement unless it provides
adequate information as to how DocuSafe's claims are to be treated
under the plan and how the Debtor would retain and dispose its
financial records, especially those currently held by DocuSafe and
other third parties.

"DocuSafe cannot determine from the disclosure statement if its
prepetition secured claims for retention or storage services of
the documents, or its post-petition administrative claims for the
services are provided for under the plan, including the treatment
of other similarly situated creditors of its class," states
Franklin D. Dodge, Esq., at Ryan Rapp & Underwood PLC.

                    Maricopa County's Objections

Maricopa County Treasurer asks the Court to deny the Disclosure
Statement unless the Debtor further amends the document to
specifically provide that its claims along with the interest rate
will be paid.

The Debtor owes $12,962 in prepetition real property taxes, and
$6,201 in personal property taxes for 2006 and 2007, plus the
accrual of interest thereon at a statutory rate of 16% per annum.

The taxes are secured liens that are "prior and superior to all
other liens and encumbrances on the property," according to
Madeleine C. Wanslee, Esq., at Gust Rosenfeld P.L.C., in Tucson,
Arizona.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


FREEDOM COMMS: Weak Performance Cues Moody's to Cut Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded Freedom Communications,
Inc.'s Corporate Family rating to Ba3 from Ba2 as a result of
weakened operating performance.  Details of the rating action are:

Ratings lowered:

  -- $300 million senior secured revolving credit facility due
     2011 -- to Ba3, LGD3, 31% from Ba2, LGD2, 29%
  -- $350 million senior secured term loan A due 2011 -- to
     Ba3, LGD3, 31% from Ba2, LGD2, 29%
  -- $300 million senior secured term loan A-1 due 2012 -- to
     Ba3, LGD3, 31% from Ba2, LGD2, 29%
  -- Corporate Family rating -- to Ba3 from Ba2
  -- Probability of Default rating -- to B1 from Ba3

The rating outlook is stable.

Moody's subscribers can find further details in the Freedom
Communications, Inc. Credit Opinion published on Moodys.com.

The downgrade of the CFR to Ba3 results from a weakening of
Freedom's top line and EBITDA , which has led to a deterioration
of the company's leverage and coverage metrics beyond levels
previously expected by Moody's.

The Ba3 CFR reflects Freedom's high financial leverage, the
vulnerability of its business to print advertising spending, the
competition which it faces in a number of markets, and the secular
pressure faced by the newspaper publishing sector as a whole.  The
rating is supported by the reputation of Freedom's leading
newspapers (including The Orange County Register), the geographic
diversification of its operations, the company's attractive free
cash flow generation and its good liquidity profile.

The stable ratings outlook incorporates Moody's view that,
notwithstanding a likely continuation of soft market conditions
for the newspaper publishing sector, Freedom's free cash flow will
improve over the intermediate term (partly as a result of
decreased capital spending) enabling a further reduction in debt
and leverage.  Moody's notes that, according to the terms of a
capital contribution agreement, Freedom's financial sponsors may
exercise a common stock put right (with an estimated value of
approximately $740 million as of December 31, 2006) as early as
mid-2009, with a two year settlement window.

Freedom Communications is a newspaper and television broadcasting
operator based in Irvine, California.  For the LTM period ended
Sept. 30, 2007, the company recorded total revenues of
$864 million.


FREMONT HOME: Moody's Cuts Rating on Class SL-A Certs. to B3
------------------------------------------------------------
Moody's Investors Service has downgraded four certificates from a
transaction issued by Fremont Home Loan Trust.  The transaction is
backed by second lien loans.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination were too low compared to the current
projected loss numbers at the previous rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, the delinquency pipeline has remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipeline will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: Fremont Home Loan Trust 2006-B

  -- Cl. SL-A, Downgraded to B3 from Baa2
  -- Cl. SL-M1, Downgraded to Ca from Ba1
  -- Cl. SL-M2, Downgraded to C from B1
  -- Cl. SL-M3, Downgraded to C from Ca


GDSP SHIVA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: G.D.S.P. Shiva, Inc.
        6550 Boca Raton Boulevard
        Fort Worth, TX 76112

Bankruptcy Case No.: 07-45389

Chapter 11 Petition Date: December 3, 2007

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: R. Lee Barrett, Esq.
                  Forshey & Prostok, L.L.P.
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

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


GIGABEAM CORP: Posts $4,120,967 Net Loss in Third Quarter
---------------------------------------------------------
Gigabeam Corp. reported a net loss of $4,120,967 for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$4,118,489 in the corresponding period a year ago.

Net sales were $445,863 for the three months ended Sept. 30, 2007,
compared to $2,045,941 for the three months ended Sept. 30, 2006,
a decrease of $1.6 million or 78%.  Unit sales of WiFiber G links
were 84% lower while average selling prices decreased 20%.  Also,
the company sold $178,000 of installation and training to certain
customers.

Total operating expenses were $4,037,354, a decrease from the
$4,555,979 incurred during the three months ended Sept. 30, 2006,
primarily due to decreases in research and development, general
and administrative, and service, install and link operations
expenses, partly offset by an increase in general and
administrative expenses.

Selling and marketing expenses were $663,227 for the three months
ended Sept. 30, 2007, compared to $1,289,368 for the three months
ended Sept. 30, 2006, a decrease of $626,141 or 49%.  The decrease
is primarily related to a significant reduction in staff levels
and outbound marketing activities.   General and administrative
expenses were $2,100,386 for the three months ended Sept. 30,
2007, compared to $1,209,308 for the three months ended Sept. 30,
2006, an increase of $891,078, or 74%.  The increase was due to an
increase in stock-based compensation expense as required by SFAS
123R of $606,901 and an increase in non-cash expenses of $482,819
for consultant and professional fees in 2007 compared to 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$9,412,212 in total assets, $7,021,849 in total liabilities, and
$2,390,363 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $5,585,195 in total current assets
available to pay $6,997,102 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?2603

                       Going Concern Doubt

BDO Seidman LLP, in Bethesda, Md., expressed substantial doubt
about GigaBeam 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
reported that the company has suffered losses from operations and
remains dependent on outside sources of capital for continuance of
their operations.

                       About GigaBeam Corp.

Headquartered in Durham, N.C., GigaBeam Corp. (Nasdaq: GGBM) --
http://www.gigabeam.com/-- designs, develops, manufactures and
sells advanced point-to-point wireless communications links
capable of transmission speeds at or in excess of one gigabit-per-
second.  Target customers are telecom operators, carriers and
network operators, communications and IT service providers,
including WiLECs, system integrators and value added resellers,
government agencies and other enterprises including financial
services organizations seeking cost-effective millimeter wave
wireless solutions.


GOODYEAR TIRE: James A. Firestone Elected to Goodyear Board
-----------------------------------------------------------
James A. Firestone, president, Xerox North America, has been
elected to the Board of Directors of The Goodyear Tire & Rubber
Company.

"Jim has a wealth of managerial experience with a diverse group of
respected companies, including Xerox, IBM and American Express,"
said Goodyear Chairman and Chief Executive Officer Robert J.
Keegan.  "We are confident that he will contribute significantly
to Goodyear's continued growth."

Mr. Firestone, 53, is an executive vice president of Xerox
Corporation and has led the company's North American operations
since 2004.  He has also served as head of Xerox's channels group
and was the company's chief strategy officer.

Before joining Xerox in 1998, Mr. Firestone worked for the IBM
Corporation as general manager of the Consumer Division and for
the Ameritech Corporation as president of Consumer Services.  He
began his business career in 1978 with American Express, where
during his 15-year tenure he ultimately rose to President,
Travelers Cheques.

Mr. Firestone holds a Bachelor of Science Degree in international
economics from Georgetown University School of Foreign Service and
a Master of public and private management from the Yale University
School of Management.

The election of Mr. Firestone brings the size of Goodyear's board
to 13 members.

                         About Goodyear

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear's operations are located in Argentina,
Austria, Chile, Colombia, France, Italy, Guatemala, Jamaica,
Peru, Russia, among others.  Goodyear employs more than 80,000
people worldwide.

                          *     *     *

In June 2007, Standard & Poor's Ratings Services raised its
ratings on Goodyear Tire & Rubber Co., including its corporate
credit rating to 'BB-' from 'B+'.  These ratings still apply as of
Dec. 4, 2007.


GREEN TREE: Fitch Holds Junk Ratings as Part of Surveillance
------------------------------------------------------------
Fitch has affirmed four Green Tree Recreational, Equipment &
Consumer Trusts as part of its on going surveillance process, as:

Series 1996-B
  -- Certificates affirmed at 'CCC/DR2'.

Series 1996-C
  -- Certificates affirmed at 'CCC/DR2'.

Series 1996-D
  -- Certificates affirmed at 'CCC/DR2'.

Series 1997-A
  -- Certificates remains at 'CC/DR3'.

Series 1997-D
  -- Certificates affirmed at 'CCC/DR2'.

Series 1998-B
  -- B-2 Certificates remains at 'C/DR5'.

Series 1998-C
  -- B-2 Certificates remains at 'C/DR6'.

The securities are backed by a pool of secured loans consisting
primarily of marine and recreational vehicles made by Conseco
Finance Corp. (originally Green Tree Financial Corporation).  The
loans are now serviced by Green Tree Servicing (GTS) LLC, a
byproduct of Conseco Inc.'s 2003 restructuring.  GTS is currently
rated 'RPS3' as a residential mortgage servicer by Fitch.


GROWERS DIRECT: Posts $2,464,180 Net Loss in Third Quarter
----------------------------------------------------------
Growers Direct Coffee Company Inc. reported a net loss of
$2,464,180 on revenue of $754,568 for the third quarter ended
Sept. 30, 2007, compared with a net loss of $3,140,049 on revenue
of $349,901 in the same period last year.

Loss from operations was $2,260,651 during the third quarter ended
Sept. 30, 2007, compared to loss from operations of $3,140,049
during the third quarter of last year.  The decrease in operating
loss was mainly attributable to the increase in revenue and lower
general and administrative expenses.

At Sept. 30, 2007, the company's consolidated financial statements
showed $2,277,961 in total assets, $1,688,113 in total
liabilities, and $589,848 in total stockholders' 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?2602

                       Going Concern Doubt

Williams & Webster, P.S., in Spokane, Wash., expressed substantial
doubt about Coffee Pacific Inc. nka. Growers Direct Coffee Company
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 siginificant operating losses.

                   About Growers Direct Coffee

Headquartered in Berkeley, Calif., Growers Direct Coffee Company
Inc. (OTC BB: GWDC) -- http://www.growersdirectcoffee.com/-- is a
world-wide distributor and a marketer of the green bean coffee
grown in Papua New Guinea, "Penlyne Castle" brand "Jamaican Blue
Mountain" coffee grown by Blue Mountain Coffee Co-Operative
Society Ltd of Jamaica.  Coffee in Papua New Guinea are grown by
the company's shareholder-farmers in the Highland region's rich
volcanic soils between the altitudes of 4,000 and 6,000 feet above
sea level.


GUAM ECONOMIC: Fitch Will Rate $439,680 Series 2007C Bonds at BB
----------------------------------------------------------------
Fitch expects to rate Guam Economic Development and Commerce
Authority, Tobacco Settlement Asset-Backed Bonds, Series 2007
bonds as:

  -- $17,075,000 series 2007A current interest turbo term bonds
     'BBB+';
  -- $15,875,000 series 2007A current interest turbo term bonds
     'BBB+';
  -- $3,149,020 series 2007B capital appreciation turbo term
     bonds 'BBB-';
  -- $439,680 series 2007C capital appreciation turbo term
     bonds 'BB'.


HANCOCK FABRICS: Wants Until May 30 to File Chapter 11 Plan
-----------------------------------------------------------
Hancock Fabrics Inc. and debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend their
exclusive periods to propose and file a plan through and
including May 30, 2008, and solicit acceptances of that plan
through and including July 30.

The Court held that the Debtors' current Exclusive Filing Period
with respect to all parties and individuals except the Official
Committee of Unsecured Creditors and the Official Committee of
Equity Security Holders is through Feb. 28, 2007.  In addition,
the Debtors' current Exclusive Solicitation Period with respect to
all parties and individuals except the Committees is through
April 30, 2008.

Judge Brendan Linehan Shannon said that if the Debtors receive
written consent from the Creditors Committee on or by Nov. 15,
2007, to extend the Exclusive Filing Period beyond Nov. 30, 2007,
to a date up through and including Feb. 28, 2008, and the
Exclusive Filing Period beyond Jan. 31, 2008, up through and
including April 30, 2008, then solely with respect to the
Creditors Committee, the Exclusive Periods will be extended
through the dates agreed upon by the Debtors and the Creditors
Committee without further Court order.

If, on the other hand, the Debtors do not receive written consent
from the Creditors Committee by the November 15 Deadline, then
the Exclusive Filing Period will expire on November 30, 2007, and
the Exclusive Solicitation Period on January 31, 2008, solely
with respect to the Creditors Committee.

Judge Shannon noted that termination of the Exclusive Periods
with respect to the Creditors Committee will also be applicable
to the Equity Committee.

According to Robert Dehney, Esq., at Morris, Nichols, Arsht &
Tunnel, LLP, in Wilmington, Delaware, as of November 15, 2007,
the Debtors have not received written consent from the Creditors
Committee to extend the Exclusive Filing Period and Exclusive
Solicitation Period.

Absent a motion by the Debtors and ultimate relief from the Court
and solely with respect to the Committees, the Exclusive Filing
Period will terminate after November 30, 2007, and the Exclusive
Solicitation Period will terminate after January 31, 2008.

Mr. Dehney points out that the Debtors' business operations and
cases are large and complex, involving hundreds of retail
locations and leases and thousands of employees.  He relates that
the Debtors have spent the initial exclusive periods managing the
transition of their enterprise "into these proceedings";
implementing several key initiatives intended to bring their
retail operations in line with current best practices in modern
retailing; and preparing a long range business plan intended to
bring maximum value to their constituents, among others.

With their historic peak sales season upon them and continuing
through December, the Debtors' continued efforts are even more
critical and will consume the bulk of their time in the near
term, Mr. Dehney points out.  He says that extending the
Exclusive Periods will minimize distractions for the Debtors'
management and allow them to focus properly on maximizing value
from their retail operations for the benefit of creditors and
other stakeholders.

Furthermore, Mr. Dehney says that the Debtors still have a number
of critical tasks to complete before they will be in a position
to propose a plan of reorganization.  These tasks include
resolving state tax claims, continuing the ongoing effort to
attract and obtain appropriate exit financing, continuing the
claims resolution process, and completing the necessary audit
support to allow the filing of certain SEC financial reports.
The Debtors also need additional time to formulate, with
consideration of input from the Committees, a plan of
reorganization that maximizes returns to all constituents.

"The Committees and other parties-in-interest will not be
prejudiced by an extension of the Exclusive Periods," Mr. Dehney
says.  "The requested extension will not preclude these
constituents from seeking a reduction or termination of the
Exclusive Periods for cause."

The Equity Committee also supports the extension, Mr. Dehney
tells Judge Shannon.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Court extended the Debtors'
exclusive period to file a Chapter 11 Plan to Feb. 28, 2008.
(Hancock Fabric Bankruptcy News, Issue No. 21, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


HANCOCK FABRICS: Court Okays Claims Resolution Procedures
---------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware approved the alternative dispute
resolution procedures proposed by Hancock Fabrics Inc. and debtor-
affiliates to assist in the expeditious and cost-effective
resolution of certain claims filed against the estate, based on
prepetition occurrence.

According to Judge Shannon, all pending or future requests to
lift the automatic stay under Section 362 of the Bankruptcy Code
for liquidating purposes or otherwise litigating an ADR Claim
prior to the expiration of the ADR Injunction will be deemed
denied without further action by the parties or the Court.

Judge Shannon extended the deadline for the Debtors to file
notices of removal of civil actions and proceedings under Rule
9027 of the Federal Rules of Bankruptcy Procedure with respect to
the ADR Claims to 90 days from the expiration of the ADR
Injunction.

                         Debtors' Request

Owing to the nature and extent of certain claims asserted against
them -- principally, those asserting claims for personal injury
-- the Debtors believe that an ADR process will greatly expedite
the resolution of claims and facilitate their successful
reorganization, Robert Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, LLP, in Wilmington, Delaware, related.

The ADR Claims are comprised of all claims that the Debtors, in
their sole discretion, believe should be liquidated pursuant to
the ADR Procedures.  A claim would be classified as an ADR claim,
and therefore, subject to the ADR Procedures, upon the service of
an ADR Notice on a claimant by the Debtors.  A claim for which
the automatic stay was modified by prior Court order to allow the
litigation underlying the claim to proceed could not become an
ADR claim unless the holder of a Non-Stayed Claim returns an
"Opt-In Notice."

Currently, the automatic stay has shielded the Debtors from the
expense of litigating claims that are based on underlying state
and federal court lawsuits.  The Debtors realize, however, that a
process for liquidating the claims is a necessary component of
their reorganization.  The Debtors believe that the resolution of
these claims through litigation would be a time consuming and
inefficient process and would represent a substantial drain on
the Debtors' resources.  Therefore, the Debtors propose to submit
the ADR claims to the ADR Procedures.

The salient terms of the proposed ADR Procedures are:

(a) Offer Exchange Procedures

The first stage of the procedures is the offer exchange
procedures, providing the parties with an opportunity to exchange
settlement offers and, if possible, resolve an ADR Claim on a
consensual basis without any further actions by the parties.

The Offer Exchange Procedures include:

   (i) the designation of claims as ADR Claims where the Debtors
       will designate certain claims for resolution;

  (ii) objection to inclusion in the ADR Procedures where a
       holder of an ADR Claim will have 20 days to object to the
       ADR Procedures;

(iii) a settlement offer, the proposed amount of which is
       presumed to be a general, unsecured, nonpriority,
       prepetition claim; and

  (iv) the Debtors' written response to the settlement offer
       which must be filed within 30 days from the date of the
       Debtors' receipt of the offer.

(b) Arbitration

After the completion of the Offer Exchange Procedures, any ADR
Claims that remain unresolved will be submitted to arbitration on
these terms:

   (i) The ADR Claims will be divided into two classes: claims
       less than $75,000 and claims greater than $75,000.

  (ii) The arbitration of all ADR Claims will be governed by the
       Commercial Arbitration Rules of the AAA.

(iii) For Class A Claims, if a claimant has consented to binding
       arbitration, the Debtors will shoulder the fees and
       administrative costs.  For Class B Claims, if a claimant
       has consented to binding arbitration, the fees and
       administrative costs will be split evenly between the
       Debtors and the claimant.

  (iv) Absent further order of the Bankruptcy Court or the
       written agreement of the Debtors, an arbitration award for
       any ADR Claim will constitute a general, nonpriority,
       unsecured prepetition claim and the classification or
       priority of any ADR Claim is expressly reserved for
       determination by the Bankruptcy Court.

(c) Injunction

The ADR Claimants will be enjoined from, among other things,
commencing any action or proceeding in any manner to collect or
otherwise enforce a claim against the Debtors or their property
other than through the ADR Procedures.  The ADR Injunction will
expire when the ADR Procedures have been completed.

                  Removal Period for ADR Claims
                        Should be Extended

The Debtors ask the Court to extend the deadline to file notices
of removal of civil actions and proceedings under Rule 9027 of
the Federal Rules of Bankruptcy Procedure with respect to the ADR
claims.  The Debtors ask that the deadline be extended 90 days
from the expiration of the ADR Injunction to facilitate the
implementation of the procedures.

Pending the expiration of the ADR Injunction and the exhaustion
of the ADR procedures with respect to the ADR claims, the Debtors
submit that it would be premature, and actually counter
productive, to remove any ADR Claims pursuant to Section 1452 of
the Judiciary Procedures Code.

According to Ms. Bifferato, the implementation of the ADR
Procedures will not otherwise modify the obligations of the
Debtors or their insurance companies or the Debtors' general
liability insurance policies and related agreements.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Court extended the Debtors'
exclusive period to file a Chapter 11 Plan to Feb. 28, 2008.
(Hancock Fabric Bankruptcy News, Issue No. 21, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


HOVNANIAN ENT: Ends $20 Million Redevelopment Project at Wildwood
-----------------------------------------------------------------
Hovnanian Enterprises Inc. had notified Wildwood City in New
Jersey of its intention to end a partnership with the City as
redeveloper, Lauren Suit of Cape May County Herald reports.

Hovnanian also ended plans of redeveloping a former landfill
spanning at the avenues of Susquehanna, Baker and Lincoln into a
residential village with about 300 homes, the report relates.

The company, which had shelled out more than $20 million for the
redevelopment project, was forced to withdraw from the investment
due to "significant environmental and engineering issues" that
made the project impossible to finish, the report says, citing
Lewis Kurland, Esq., company counsel.

According to Mr. Kurland, the slump in the housing industry
throughout the country hindered the company from moving forward
with the project, the report adds.

                   About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) -- http://www.khov.com/-- is a homebuilder with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.

Hovnanian is a member of the Public Home Builders Council of
America, --- http://www.phbca.org/-- a nonprofit group devoted to
improving understanding of the business practices of America's
largest publicly-traded home building companies, the competitive
advantages they bring to the home building market, and their
commitment to creating value for their home buyers and
stockholders.  The PHBCA's 14 member companies build one out of
every five homes in the United States.

The City of Wildwood, New Jersey had named the company as a
redevelopment partner in 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Fitch Ratings downgraded Hovnanian Enterprises Inc.'s ratings
including the company's Issuer Default Rating to BB- from BB+.
The Rating Outlook remains Negative.


INTERACTIVE TV: Sept. 30 Balance Sheet Upside-Down by $14 Million
-----------------------------------------------------------------
Interactive Television Networks Inc.'s consolidated balance sheet
at Sept. 30, 2007, showed $1.3 million in total assets and
$15.3 million in total liabilities, resulting in a $14.0 million
total shareholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet showed
strained liquidity with $693,474 in total current assets available
to pay $15.3 million in total current liabilities.

The company reported a net loss of $1.7 million on total revenues
of $321,565 for the third quarter ended Sept. 30, 2007, compared
with net income of $7.6 million on total revenues of $217,312 in
the same period of 2006.

Loss from operations decreased to $1.2 million during the third
quarter of 2007, from $2.1 million during the third quarter of
2006.

Results for the third quarter ended Sept. 30, 2007, included a
non-cash gain of $11.8 million as a result of change in fair value
of derivative instruments, versus a $295,112 gain from the change
in fair value of derivative instruments in the third quarter ended
Sept. 30, 2007.

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

                       Going Concern Doubt

LBB & Associates Ltd. LLP, in Houston, expressed substantial doubt
about Interactive Television Networks Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm pointed to the company's recurring losses from
operations and the need to raise additional financing in order to
satisfy its vendors and other creditors and execute its business
plan.

              About Interactive Television Networks

Headquartered in Woodland Hills, Calif., Interactive Television
Networks Inc. (OTC BB: ITTV.OB) -- http://www.itvt.com/-- is a
provider of services and hardware for Internet Protocol
Television.  The company's subscription-based ITVN service
supplements the television and movie industries by providing
consumers with an easy and less expensive way to watch and control
television and movies.


INTERNATIONAL NORCENT: Wants February 19 Set as Claims Bar Date
---------------------------------------------------------------
International Norcent Technology and its debtor-affiliate, Norcent
Holdings Inc., ask the United States Bankruptcy Court for the
Central District of California to set Feb. 19, 2008, as deadline
for all persons and entities to file their proofs of claims.

According to the Debtors, the request proposes to allow the
Debtors to move towards forming a Chapter 11 plan, at the same
time, permits creditors ample time to asserts their claims.

All proofs of claims must be filed with the Clerk of Bankruptcy
Court at this address:

   Edward R. Roybal Building and Courthouse
   255 East Temple Street
   Los Angeles, California 90012

A hearing has been set on Dec. 12, 2007, at 10:30 a.m., to
consider the Debtors' request.

Based in San Dimas, California, International Norcent Technology
-- http://www.norcent.net/-- sell electronic parts, appliances &
equipment and computers & computer peripherals in wholesale.  is a
distributor of consumer electronics that includes LCD and plasma
television, digital cameras, and other consumer electronic
products that are manufactured under the Norcent brand by
manufacturers principally located in China.  The company's
customers include Wal-Mart, Target, Best buy, Circuit City and
Office Depot.

The company and its affiliate, Norcent Holdings Inc., filed for
Chapter 11 protection on Oct. 11, 2007 (Bankr. C.D. Calif. Case
Nos. 07-19169 and 07-19171).  David B. Shemano, Esq., and Mette H.
Kurth, Esq., Sheppard Mullin Richter & Hampton, represent the
Debtors.  No Official Committee of Unsecured Creditors has been
appointed in this case to date.  The Debtors' schedules showed
total assets of $13,227,619 and total debts of $65,058,663.


INTERNATIONAL NORCENT: Taps Connoly as Special Litigation Counsel
-----------------------------------------------------------------
International Norcent Technology and its debtor-affiliate, Norcent
Holdings Inc., ask the United States Bankruptcy Court for the
Central District of California for authority to employ Connolly
Bove Lodge & Hutz LLP, as their special litigation counsel.

Connolly Bove will represent the Debtors with respect to:

   a) Philips patent litigation, including any possible appeals of
      the judgement entered in that litigation;

   b) antitrust litigation as necessary, including a possible
      appeal should the District Court enter an order dismissing
      the antitrust litigation; and

   c) intellectual property counseling, including prosecution and
      portfolio maintenance.

The Debtors tell the Court that they paid the firm $439,480 for
its legal services since their bankruptcy filing

The firm's attorneys charge between $310 and $475 per hour for
this engagement, while its nonattorney staff bills at $160 per
hour.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Based in San Dimas, California, International Norcent Technology
-- http://www.norcent.net/-- sell electronic parts, appliances &
equipment and computers & computer peripherals in wholesale.  is a
distributor of consumer electronics that includes LCD and plasma
television, digital cameras, and other consumer electronic
products that are manufactured under the Norcent brand by
manufacturers principally located in China.  The company's
customers include Wal-Mart, Target, Best buy, Circuit City and
Office Depot.  The company and its affiliate, Norcent Holdings,
Inc., filed for Chapter 11 protection on Oct. 11, 2007 (Bankr.
C.D. Calif. Case Nos. 07-19169 and 07-19171).  David B. Shemano,
Esq., and Mette H. Kurth, Esq., Sheppard Mullin Richter & Hampton,
represent the Debtors.  As reported in the Troubled Company
Reporter on Nov. 21, 2007, the Debtors submitted to the Court
their schedules of assets at $13,227,619 and debts at $65,058,663.


INTERSTATE BAKERIES: Plea for Details of Teamster Pact Denied
-------------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates filed their Plan of Reorganization and related
Disclosure Statement with the U.S. Bankruptcy Court for the
Western District of Missouri on Nov. 5, 2007.

The U.S. Bankruptcy Court for the Western District of Missouri -
Kansas City Division denied the requests of Interstate Bakeries
Corporation and the Official Committee of Unsecured Creditors for
entry of an order, pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure, directing the production of documents by
Yucaipa Companies, LLC; BBU, Inc.; New Bakery, Inc.; and Bimbo
Bakeries USA Inc.  The Order is without prejudice for the reasons
stated on the Nov. 29, 2007 hearing record.

Judge Jerry Venters issued the Order following Court arguments
from IBC and the Creditors Committee that they needed to know the
terms of an exclusive agreement among the International
Brotherhood of Teamsters, which represents 9,500 of the 25,000
IBC workers, and Grupo Bimbo and Yucaipa, which are jointly
considering a bid for the wholesale baker.

In its November 2, 2007 objection to the Debtors' plan funding
request, Yucaipa stated that "the Teamsters have determined to
partner exclusively with Yucaipa with respect to a plan of
reorganization," adding that "[t]he Teamsters have agreed to work
exclusively with Yucaipa and provide meaningful concessions to a
Reorganized IBC as part of a plan sponsored by Yucaipa and
Bimbo."  Bimbo appeared at the November 7 hearing on the Plan
Funding Motion and has confirmed its partnership with Yucaipa in
the acquisition of the Debtors.

At the November 7 hearing, the Debtors asked that Yucaipa and
Bimbo voluntarily share the terms of their so-called "exclusive
dealing arrangement" with the Teamsters.  Yucaipa and Bimbo
refused.  Similarly, in response to inquiries from the Committee
prior to the hearing, Yucaipa and Bimbo refused to disclose the
terms of any arrangement.

On November 14, the Debtors and the Committee served joint Rule
2004 subpoenas on Yucaipa and Bimbo, directing that they produce,
through documentation and deposition testimony, the terms of
their so-called exclusive dealing arrangement with the Teamsters.
Yucaipa and Bimbo once again refused.

On November 20, in an effort to avoid Court intervention on the
subject, which was then scheduled for a conference call on
November 21, the Debtors and the Committee asked yet again that
Yucaipa and Bimbo disclose the terms of their so-called exclusive
dealing arrangement with the Teamsters.  Yucaipa and Bimbo again
refused.  To date, the Teamsters has not disclosed the terms of
any agreement it has with Yucaipa and Bimbo.

To ensure that the competitive bidding process is free from
collusion and otherwise fair, the Debtors and the Court are
entitled to understand the nature and terms of exclusive
arrangement among Yucaipa, Bimbo and the Teamsters, Paul Hoffman,
Esq., at Stinson Morrison Hecker, in Kansas City, Missouri, said
in a Court filing, on the Debtors' behalf.

Mr. Hoffman argued that the Debtors are concerned that potential
competing investors and bidders may be dissuaded from
participating in the ongoing auction process as a result of
Yucaipa's exclusive agreement with the Teamsters.  Thus, he said,
the Debtors determined to seek further information whether there
really is an agreement, and  decide what should be done about it.

Without knowledge about the facts of the arrangement, the Debtors
are impeded in exercising their business judgment and fulfilling
their fiduciary duties to maximize the estate value in the
auction process, Mr. Hoffman justified.

The Committee agreed with Yucaipa's counsel that the scope of
discovery concerning Yucaipa's and Bimbo's attempt to acquire IBC
will, in all likelihood, expand greatly after December 13, if a
firm bid is made.

"The open auction process approved through the Plan Funding
Motion may be severely prejudiced by the secretive arrangement
Yucaipa and Bimbo have touted," yet, "neither Yucaipa nor Bimbo
can point to any prejudice they would suffer by having to
disclose the terms of their deal with the Teamsters," Paul D.
Sinclair, Esq., at Shughart Thomson & Kilroy, P.C., in Kansas
City, Missouri, told the Court, on the Committee's behalf.  "In
fact," he added, "the only imaginable prejudice to Yucaipa and
Bimbo is that open disclosure of their Teamsters' deal will
increase competitive bidding for IBC, the precise goal of the
process."

Based on statements made during the November 21st conference with
the Court, it appears that Yucaipa's and Bimbo's arrangement with
the Teamsters may be memorialized in a term sheet, Mr. Sinclair
noted.

If that is the case, Mr. Sinclair said, the Committee's present
discovery request amounts to the production of a few pieces of
paper.  In the alternative, the Committee's request can be
satisfied through a brief written statement by Yucaipa and Bimbo
identifying the deal terms and a very short deposition.

"The potential prejudice to the auction process as a result of
Yucaipa's and Bimbo's selective disclosure, announcing that a
Teamsters deal exists but refusing to identify its terms, far
outweighs any infinitesimal burden to Yucaipa and Bimbo
associated with disclosure," Mr. Sinclair further stated in a
Court filing.

"The fact is, no one can even attempt to match or beat the terms
of a union deal they do not know," Mr. Sinclair told Judge
Venters.  "Not only are the Debtors, the Committee, and putative
bidders, left in the dark during this crucial period, no one
other than Yucaipa, Bimbo and the Teamsters know just how
'exclusive' the arrangement really is -- or if it is truly
exclusive."

The Committee insisted that it is, under Rule 2004, entitled to
investigate the terms of that arrangement, which will result in a
minimal intrusion upon the affairs of Yucaipa and Bimbo.

However, in a separate Court filing, Yucaipa and the Bimbo
Entities asked Judge Venters to deny the requests of the Debtors
and the Committee as they are (i) significantly beyond the
intended scope of Rule 2004, (ii) are unduly burdensome, and
(iii) seek confidential commercial information protected under
Rule 45 of the Federal Rules of Civil Procedure.

On Yucaipa's behalf, Steven N. Cousins, Esq., at Armstrong
Teasdale, LLP, in St. Louis, Missouri, argued that the discovery
requests are "a last-ditch effort to ward off parties that may be
better situated than the Debtors to maximize the estates' value
and provide meaningful recovery for their creditors."

Mr. Cousins further asserted that what brings the bidding process
to futility is the Debtors' fundamental inability over the years
to come to terms with the Teamsters, as well as their financial
losses, cost structure and pension liability.

Moreover, Mr. Cousins pointed out that the Debtors and other
potential bidders would have the advantage of considering the
confidential commercial information as they structure their own
bids, which are currently due in mid January, while Yucaipa and
the Bimbo Entities will have not the same benefit.

Pursuant to the Order, Judge Venters found that there was no
basis to force the disclosure now.  He also noted that if Yucaipa
and the Bimbo Entities make an offer by a December 13 deadline,
many of the details IBC seeks will be disclosed at that time, the
Kansas City Star reported.

IBC has filed its own plan of Reorganization and has been
promised $400,000,000 in financing if it can get additional
concessions from the Teamsters.  IBC has already gained
concessions from the Bakery, Confectionery, Tobacco Workers and
Grain Millers International Union, which represents about 10,000
IBC employees.

Other parties who wanted to make an offer for IBC were given
until November 28 to make their intent known to the company.  All
other bidders besides Yucaipa and the Bimbo Entities have until
January 15 to submit proposals.  If there are multiple bids, an
auction will take place on January 22.  Judge Venters will give
its blessing to the prevailing bid on January 29.

                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.

The Debtors have been been actively seeking higher and better
offers to the proposed financing and plan support agreements and
received interest from multiple parties regarding the opportunity
to invest in the company.  The deadline for investors to submit
initial bids was on November 28 and deadline to submit final bids
is on Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 78; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


INTERSTATE BAKERIES: Wants DIP Financing Maturity Extended
----------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates seek the United States Bankruptcy Court for the
Western District of Missouri for authority to:

   (a) obtain an extension of the maturity date of the
       September 23, 2004 Revolving Credit Agreement, as amended,
       from February 9, 2008, until June 2, 2008;

   (b) continue the existing grant to the lenders under the
       Amended DIP Credit Agreement of the same priority in
       payment and security under the October 2004 Final DIP
       Order and continued in the August 2006 First Supplemental
       DIP Order and the February 2007 Amended DIP Order, subject
       to certain exceptions to secure the Debtors' obligations
       under the Amended DIP Credit Agreement; and

   (c) continue the use of cash collateral, pursuant to Sections
       361, 362, and 363 of the Bankruptcy Code, and to continue
       the provision of adequate protection to the Prepetition
       Secured Lenders under the Existing Agreements, with
       respect to any diminution in the value of their interests
       in the Prepetition Collateral resulting from the priming
       liens and security interests originally granted, continued
       by the Supplemental DIP Order and the Amended DIP Order,
       and sought to be continued hereby.

The Amended DIP Credit Agreement provides the Debtors with
financing of up to $200,000,000 principal amount and grants
security interests and super-priority claims to the Postpetition
Lenders.

The Final DIP Order, on the other hand, provided for adequate
protection to the Prepetition Secured Lenders, including the
payment of interest and fees accruing under the Prepetition
Credit Agreement while the First Supplemental DIP Order provided
for additional adequate protection in the form of certain
restricted cash being paid to the Prepetition Secured Lenders.

The Amended DIP Order modified the DIP Credit Agreement
to, among other things, extend the maturity date of the DIP
Credit Agreement from June 2, 2007, to February 9, 2008, reset
certain covenants set forth in the DIP Credit Agreement and add
covenant levels for additional periods in light of the extension
of the maturity date.

According to Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher
& Flom, LLP, in Chicago, Illinois, over the course of their
Chapter 11 cases, the Debtors have produced hundreds of millions
of dollars by, among other things, closing 13 bakeries, closing
nearly 600 depots and over 400 retail outlets, eliminating over
2,000 routes through consolidation and terminating roughly 22% of
their workforce.

"Despite these efforts, the Debtors continue to encounter several
obstacles," Mr. Ivester tells the Court.  "In addition to
inflationary pressures caused by rising ingredient, fuel and
labor costs, the impediments to profitability that have plagued
IBC for the last several years -- decentralized operations, lack
of innovation (in marketing, products and delivery structure) and
increased competition -- have continued to affect IBC's
profitability, resulting in EBITDA of $48.5 million for fiscal
2005 (ending May 28, 2005) and of approximately $4.0 million for
fiscal 2006 (ending June 3, 2006)."

Moreover, Mr. Ivester continues, "it is now apparent that the
decades-old delivery and sales system that was preserved in the
long-term extension agreements with the unions simply does not
allow the Debtors to compete profitably."

Mr. Ivester says the Debtors have felt the pressure of two
primary obstacles to overcome for their value-maximizing strategy
to be realized: additional concessions from the Debtors'
unionized workforce, and a funding commitment to provide junior
debt or equity financing.

Mr. Ivester notes that the Debtors have recently reached an
agreement on contract modifications with one of its two principal
unions, the Bakery, Confectionery, Tobacco Workers & Grain
Millers International Union.  Unfortunately, he says, the
Debtors' discussions with the International Brotherhood of
Teamsters have not been successful to date.

After an extensive process soliciting, negotiating and evaluating
potential funding commitments, Mr. Ivester recounts, the Debtors
obtained the Court's approval to enter into a $400,000,000 exit
facility commitment with Silver Point Finance, LLC, and its
affiliated investment funds, as well as approval of bidding
procedures for alternative investment proposals.

Furthermore, Mr. Ivester states, the foundation of the Debtors'
plan of reorganization, dated Nov. 5, 2007, rests upon the Silver
Point Commitment and plan funding agreements by holders of over
95% of the lenders under the Debtors' prepetition senior secured
credit facility.  Under the current order extending the Debtors'
exclusive periods to file and solicit acceptances of a Plan, the
Debtors' exclusive solicitation period expires January 7, 2008.

"Now that the Debtors have fulfilled the mandate to develop a
strategic plan to restructure the Debtors business and financial
operations and devise a path to emerge from chapter 11, they are
exploring alternatives other than the Business Plan and the
related Plan," Mr. Ivester states.

In addition to working with numerous parties through certain
alternative proposal procedures approved by the Court in the Plan
Funding Order, the Debtors have executed confidentiality
agreements with interested parties, including Yucaipa Companies
Ltd. and Bimbo Bakeries USA, Inc., permitting access to large
quantities of the Debtors' confidential information.

To continue operating the Debtors' business as the final chapter
plays out, the Debtors are seeking agreement from the
Postpetition Lenders to extend the maturity date of the Amended
DIP Credit Agreement.  Mr. Ivester says the Debtors and the
Postpetition Lenders have negotiated the Third Amendment to the
Amended DIP Credit Agreement, which the parties intend to
finalize and execute by December 10, 2007, subject to Court
approval.

The principal provisions of the Third Amendment to the Amended
DIP Credit Agreement are:

   (a) JPMorgan Chase Bank will serve as Administrative Agent
       for a syndicate of financial institutions to be arranged
       by JP Morgan.  IBC and Armour & Main Redevelopment
       Corporation; Baker's Inn Quality Baked Goods, LLC; IBC
       Sales Corporation; IBC Services, LLC; IBC Trucking LLC;
       Interstate Brands Corporation; and New England Bakery
       Distributors, LLC, are the Subsidiary Borrowers.

   (b) JPMorgan will also serve as Collateral Agent under the
       Amended DIP Credit Agreement for the Lenders.

   (c) The Subsidiary Borrowers will obtain a total revolving
       credit commitment of up to $200,000,000, with a sublimit
       of $150,000,000 for letters of credit to be issued for
       purposes that are satisfactory to the Administrative
       Agent.

   (d) Borrowings will be repaid in full, and the Commitment will
       terminate at the earliest of (i) June 2, 2008, (ii) the
       substantial consummation of a plan of reorganization that
       is confirmed pursuant to a court order, and (iii) the
       acceleration of the Loans and the termination of the
       Commitment in accordance with the Amended DIP Credit
       Agreement.

   (e) All direct borrowings and reimbursement obligations under
       Letters of Credit and in respect of overdrafts will
       continue at all times to receive the priority in payment
       and be secured as set forth in the Final DIP order and as
       continued by the Supplemental DIP Order and the Amended
       DIP Order.

   (f) If there are outstanding Loans and the fair market value
       of cash and cash equivalents of the Borrowers held in
       securities accounts and deposit accounts exceeds
       $60,000,000, then repayments of Loans will be required in
       the amount of the excess.

   (g) An interest of JPMorgan's Alternate Base Rate plus 1.75%
       or at the Borrowers' option, LIBOR plus 2.75% for interest
       periods of one, three or six months will be payable
       monthly in arrears, at the end of any interest period and
       on the Termination Date.

The proposed Third Amendment to the Amended DIP Credit Agreement
also contains fee provisions.  Other fee provisions are contained
in a Fee Letter dated November 15, 2007, the terms of which
JPMorgan has requested to be kept confidential.  The Fee Letter
will be provided to the Committees and the U.S. Trustee and will
be made available to the Court for review.

The grant of adequate protection contained in the DIP Orders will
continue unaffected, Mr. Ivester says.

The Debtors believe that entry of an order approving the Third
Amendment to the Amended DIP Credit Amendment is necessary and
appropriate to enable the Debtors to reorganize
successfully.

                           About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.

The Debtors have been been actively seeking higher and better
offers to the proposed financing and plan support agreements and
received interest from multiple parties regarding the opportunity
to invest in the company.  The deadline for investors to submit
initial bids was on November 28 and deadline to submit final bids
is on Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 78; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


INTERSTATE HOTELS: Completes $118 Million Buyout of Three Hotels
----------------------------------------------------------------
Interstate Hotels & Resorts has completed the transaction to
acquire three hotels from affiliates of The Blackstone Group L.P.
for an aggregate price of $118 million.

Two of the hotels, the 321-room Hilton Seelbach Louisville in
Kentucky and the 226-room Crowne Plaza Madison in Wisconsin, were
acquired through a joint venture partnership with Investcorp
International's U.S.-based Real Estate Group.

Interstate invested approximately $4.7 million for a 15% equity
interest in these properties, which will continue to be
operated by Interstate under new management agreements.

As part of the overall transaction, Interstate closed on the
acquisition of a 100% interest in the third hotel, the Sheraton
Columbia, for $46.5 million.  The company will immediately begin a
$12 million comprehensive renovation of the property, including
upgrades to all guest rooms and public spaces.  The renovation is
expected to be completed by the end of 2008.

Interstate funded the acquisitions with available cash and
capacity under its senior revolving credit facility.

"This transaction, which includes our seventh wholly owned
property and two additional joint venture properties, illustrates
our continued ability to execute on our growth strategy," Thomas
F. Hewitt, Interstate's chief executive officer, said.  "We know
these properties well and are confident that we can create
substantial value for our partners and our shareholders."

                    Sheraton Columbia Maryland

The 288-room Sheraton Columbia Hotel is located in Columbia,
Maryland, a 14,000-acre planned community approximately 40 miles
north of Washington, D.C., and 15 miles from Baltimore.  Situated
in Howard County features more than 2,500 businesses, over 60,000
jobs, 21 million square feet of commercial and residential space
and an array of social, cultural, educational, entertainment and
recreational programs and facilities.

                Hilton Seelbach Louisville Kentucky

Since its opening in 1905, Seelbach Hilton Louisville, a 321-room
property offers the atmosphere of a bygone era including internet
access in all guest rooms and meeting rooms. It also is home to
Kentucky's Oak Room restaurant.  The hotel is situated downtown,
close to Louisville's attractions.

                  Crowne Plaza Madison Wisconsin

Located off I-90/94, three miles from the Madison airport, the
226-room Crowne Plaza is situated near Madison's shopping mall,
theater and restaurants, and proximate to the city's convention
center, the University of Wisconsin and the state capitol.
Renovated in 2005, the hotel features an indoor pool, restaurant
and lounge, a business center and more than
6,800 square feet of meeting space.

               About Investcorp Real Estate Group

The Investcorp Real Estate Group (LSE: IVC, BSE: INVCORP) --
http://www.investcorp.com/-- is a return-oriented real estate
investor.  Investcorp's real estate team, is experienced in the
acquisition, development, financing, leasing, management, and
disposition of a wide variety of property types including office,
retail, hotel, residential, mixed-use, luxury resort and others.
The Investcorp Real Estate Group is part of Investcorp, a provider
and manager of alternative investment products.  Investcorp has
offices in New York, London and Bahrain.  Founded in 1982, the
firm has five lines of business: private equity, real estate,
hedge funds, venture capital and Gulf growth capital.

             About Interstate Hotels & Resorts Inc.

Headquartered in Arlington, Virginia, Interstate Hotels &
Resorts Inc. (NYSE: IHR)-- http://www.ihrco.com/-- operated
189 hospitality properties with more than 43,000 rooms in
36 states, the District of Columbia, Belgium, Canada, Ireland,
Mexico and Russia, including six wholly-owned properties and
20 properties with a minority ownership interest through 13
separate joint ventures, as of Aug. 31, 2007.  In addition,
Interstate Hotels & Resorts has contracts to manage 16 hospitality
properties with nearly 4,600 rooms under development.

                          *     *     *

Moody's Investor Services placed Interstate Hotels & Resorts
Inc.'s long term corporate family rating at B1 in January 2007.
The outlook is negative.

In August 2004, Standard & Poor's placed the company's long term
foreign and local issuer credit ratings at B.

Both ratings still hold to date.


ISLE OF CAPRI: Posts $24.6 Million Net Loss in 2008 Second Quarter
------------------------------------------------------------------
Isle of Capri Casinos Inc. reported financial results for the
second fiscal quarter ended Oct. 28, 2007.

The company reported net loss of $24.6 million in quarter ended
Oct. 28, 2007, compared to net income of $9.6 million for the same
period in the previous year.

For six months ended Oct. 28, 2007, the company reported net loss
of $31.8 million, compared to net income of $18.9 million.

"In the second quarter, the company recorded a pre-tax charge of
$6.5 million related to costs capitalized in connection with a
proposed project in west Harrison County, Mississippi, and
proposed expansions in Davenport, Iowa and Kansas City, Missouri,
which negatively impacted our results," Bernard Goldstein,
chairman of the board and chief executive officer
commented.  "We have also begun conducting a strategic review of
our existing portfolio and growth opportunities."

"In addition, our second quarter results were impacted by
significant non-recurring charges, including charges resulting
from the retirement of our 9% Senior Subordinated Notes as part of
the refinancing completed in July 2007.  The refinancing improved
the flexibility of our balance sheet and is consistent with our
strategy to effectively lower our weighted average interest rate."

"Our company goal continues to be increased EBITDA(1) through
margin improvement, and we have identified opportunities to reduce
spending at both the corporate and site levels as a result of our
focus on expense reduction and cost containment measures,"
Virginia McDowell, president and chief operating officer, said.

"Although we continue to see improvements in operating results at
nearly all of our legacy properties, the isle casino at Coventry
continues to under perform.  We are currently streamlining our
cost structures at Coventry and developing new marketing programs,
but we have also been negatively impacted by recent legislative
changes, including an increase in taxes and the implementation of
a smoking ban.  As a result, we are
currently evaluating the returns on and realization of our United
Kingdom investments as a part of our strategic review process.
The process in the United Kingdom will be led by Donn Mitchell,
who was named senior vice president of UK operations."

The company reported a loss from continuing operations for the
quarter of $24.6 million during the second quarter of fiscal 2008
compared to a loss from continuing operations of
$4.2 million for the second quarter of fiscal 2007.

The results from operations for the second quarter of fiscal 2008
include $6.5 million of charges related to costs capitalized in
connection with a proposed project in west Harrison County,
Mississippi and the write-off of construction projects in
Davenport, Iowa and Kansas City, Missouri.

Additionally, in the second quarter of fiscal 2008, the company
recognized an $11.5 million loss from early extinguishment of debt
related to the retirement of the company's 9% Senior
Subordinated Notes on Aug. 29, 2007.  Combined, these items
resulted in a $10.8 million after-tax impact on the quarterly
results.

The results from continuing operations for the second quarter of
fiscal 2007 include $1.0 million of office relocation costs and
$3.7 million of increased new development costs compared to the
second quarter of fiscal 2008.  Combined, these items resulted in
$2.8 million of after-tax impact on the prior year quarterly
results.

For the six months ended Oct. 28, 2007, the company reported a
loss from continuing operations of $31.8 million compared to
income from continuing operations of $1.1 million for the same
period in fiscal 2007.

At Oct. 28, 2007, the company's balance sheet showed total assets
of $2.12 billion, total liabilities of $1.86 billion, resulting to
a total stockholders' equity $0.26 billion.

                   About Isle of Capri Casinos

Based in Biloxi, Mississippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport, Marquette and
Waterloo, Iowa; Boonville, Caruthersville and Kansas City,
Missouri and a casino and harness track in Pompano Beach, Florida.

The company also operates and has a 57% ownership interest in
two casinos in Black Hawk, Colorado.  Isle of Capri Casinos'
international gaming interests include a casino that it operates
in Freeport, Grand Bahama, a casino in Coventry, England, and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                         *     *     *

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


J CREW OPERATING: Strong Performance Cues Moody's to Lift Rating
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of J. Crew
Operating Corp., including its corporate family rating to Ba2 from
Ba3. The upgrade reflects the company's continued strong operating
performance and cash flow generation which, when combined with its
voluntary debt payments, have led to solid improvements in its
debt protection measures.  The outlook is stable.

The Ba2 corporate family rating reflects the company's solid
merchandising skills as reflected by three years of very strong
sales growth, its credible market position in the highly
fragmented specialty apparel retail sector, industry leading EBITA
margins, and healthy debt protection measures.  The rating is also
supported by the company's moderate seasonality with nearly 47% of
its cash flow from operations being generated during the fourth
quarter.  In addition, the rating reflects the company's very good
liquidity and conservative capital structure.  The positive impact
on the rating of these strengths is constrained by the company's
relatively small scale and its high business risk as a specialty
apparel retailer which exposes the company to potential
performance volatility as a result of fashion risk.

Following the successful completion of its initial public offering
in July 2006, the company has been steadily repaying its
outstanding debt with its internally generated cash.  To date, the
company has reduced its outstanding term loan balance to
$125 million from the originally $285 million.  J. Crew's cash
balances, steady cash generation, and a $200 million credit
facility with no outstanding balances provide comfortable
liquidity.

These ratings were upgraded:
  -- Corporate family rating to Ba2 from Ba3;
  -- Probability of default rating to Ba2 from Ba3;
  -- Senior secured term loan due 2012 (originally $285
     million) to Ba2 (LGD 3, 47%) from Ba3 (LGD 4, 58%).

J. Crew Operating Corp., headquartered in New York, New York, is a
multi-channel apparel retailer that operates 185 retail stores, 53
factory outlet stores, a catalogue, and website under the name J.
Crew.  Revenues for the LTM period ended August 4, 2007 were
approximately $1.2 billion.


JP MORGAN: Fitch Affirms 'B-' Rating on $5.2MM Class N Certs.
-------------------------------------------------------------
Fitch Ratings has affirmed J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2001-C1, as:

  -- $67.7 million class A-2 at 'AAA';
  -- $603.7 million class A-3 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $47.7 million class B at 'AAA';
  -- $21.9 million class C at 'AAA';
  -- $21.9 million class D at 'AAA';
  -- $12.9 million class E at 'AAA';
  -- $25.8 million class F at 'AA+';
  -- $12.9 million class G at 'AA-';
  -- $21.9 million class H at 'BBB+';
  -- $9 million class J at 'BBB';
  -- $6.4 million class K at 'BBB-';
  -- $10.3 million class L at 'BB-';
  -- $5.2 million class M at 'B';
  -- $5.2 million class N at 'B-';
  -- $32.7 million class NC-1 at 'A';
  -- $6.7 million class NC-2 at 'A-'.

Class A-1 has paid in full.

The class NC-1 and NC-2 certificates represent subordinate
interests in the Newport Centre loan.  Fitch does not rate the
$13.8 million class NR certificates.

The rating affirmations are due to stable performance since the
last Fitch rating action.  As of the November 2007 distribution
date, the pool has paid down 14.3% to $917.8 million from
$1.07 billion at issuance.  In addition, 34 loans (24.6%) have
defeased.

There are currently 34 assets considered Fitch Loans of Concern
(24.6%) including five (2.7%) that are in special servicing.  Two
of the specially serviced loans (0.4%) are current and will be
returned to the master servicer.  The other three specially
serviced assets are two real estate owned properties (1.5%) and
one that is 30+ days delinquent (0.7%).

The largest REO (1.3%) is a multifamily property in Austin, Texas.
The property became REO in May 2004 and is listed for sale.  The
other REO (.2%) is a multifamily property in Fort Worth, Texas and
was sold in November 2007.  Fitch currently expects losses based
on recent appraised values or the actual sales price.  Such
losses, however, are expected to be fully absorbed by the non-
rated class NR.

Fitch also reviewed the performance of the deal's shadow rated
loan and its underlying collateral, the Newport Centre.  The
Newport Centre (16.7%), the largest loan in the pool, is secured
by 386,000 square feet of a 920,000 square foot regional mall
located in Jersey City, New Jersey.  The loan consists of a $113.2
million senior component and a $39.4 million subordinate
component, which represents the non-pooled class NC certificates.
In-line occupancy at the mall declined to 89% as of June 2007 from
97.7% at issuance due to a large 2004 lease rollover.  Despite the
increased vacancy, Servicer reported net operating income has
improved since issuance and the loan maintains an investment grade
shadow rating.


KIMBALL HILL: Moody's Lowers All Ratings with Negative Outlook
--------------------------------------------------------------
Moody's Investors Service lowered all the ratings of Kimball Hill,
Inc., including the company's corporate family rating to Caa2 from
B2 and senior subordinated notes ratings to Ca from Caa1.  The
ratings outlook is negative.

The downgrades and negative outlook reflect the following: 1)
Moody's expectation that weak industry conditions will remain in
effect until well into 2009, with any sector recovery likely to be
sluggish for some time after that; 2) concern that Kimball Hill's
inventory levels in 2008 will show little real reduction, if any,
thus impeding sustainable cash flow generation; iii) adjusted debt
leverage, 65.7% at June 30, 2007, will remain elevated as cash
flow generation will be largely insufficient to repay any
significant amount of debt, while equity may continue to be eroded
by impairment and option abandonment charges; iv) Moody's projects
that the company will have difficulty in complying with both of
its debt leverage covenants (total debt to tangible net worth and
total liabilities to tangible net worth) by the end of 2008, if
not earlier; and v) Kimball Hill's multiple off-balance sheet
obligations may be a further drain on cash.

Going forward, the ratings could be reduced again if the company
is unable to obtain additional, and more than stopgap, covenant
relief and adjusted debt leverage increased to 85%.  The ratings
outlook could stabilize if the company were to obtain substantial
and long-term covenant relief and were to reverse the current
weakness in inventory performance and cash flow generation.

These ratings for Kimball Hill were lowered:
  -- Corporate family rating, lowered to Caa2 from B2;
  -- Probability of Default rating lowered to Caa2 from B2;
  -- Senior Subordinated Notes, lowered to Ca (LGD-6, 90%) from
     Caa1 (LGD-6, 90%).

Founded in Chicago in 1969, Kimball Hill, Inc. is one of the
largest private homebuilders in the U.S. Revenues and net income
for the trailing twelve months ended June 30, 2007 were
approximately $1.04 billion and ($72) million, respectively.


LE-NATURE'S: Files Second Amended Disclosure Statement and Plan
---------------------------------------------------------------
Le-Nature's Inc. and its debtor-affiliates submitted to the U.S.
Bankruptcy Court for the Western District of Pennsylvania their
second amended disclosure statement and chapter 11 plan of
liquidation.

                       Treatment of Claims

Under the Plan, the Debtors intend to pay in full administrative
and unclassified fee claims.  Priority tax claims will either be
paid in full or in equal annual installments, plus 6% interest per
annum.

Class 1 claims, or lenders secured claims, will be paid in full in
exchange for:

   (a) tier one trust beneficial interests in a percentage
       ratable to other holders in class 1;

   (b) additional tier one trust beneficial interests in a
       percentage ratable to other holders in class 1 as a
       result of the disallowance of any disputed claim; and

   (c) all proceeds distributed under the plan and the
       liquidation trust agreement.

Class 2, or other secured claims, will be paid in full in exchange
for, at the option of the liquidation trust, one or a combination
of:

   (a) payment in cash from proceeds of sale of collateral
       securing allowed class 2 claims;

   (b) surrender of the collateral securing the allowed
       class 2 claims; or

   (c) other distributions that satisfy requirements of
       Bankruptcy Code Section 1129.

Class 3, or priority non-tax claims, will be paid in full in cash
at the later of: (a) the effective date of the Plan; (b) the date
the claim becomes an allowed claim or otherwise becomes payable
under the plan; or (c) as soon as reasonably practicable.

Class 4A, or lenders unsecured claims, will receive:

   (a) tier two trust beneficial interests in percentage ratable
       to other holders of allowed claims in class4A, class 4B,
       and class4C;

   (b) additional tier two trust beneficial interests in
       percentage ratable to other holders of allowed claims in
       class 4A, B, and C as a result of disallowance of disputed
       claim in class 4A, B and C;

   (c) additional tier two trust beneficial interests in
       percentage ratable to other holders of allowed claims in
       class4A, B, and C as a result of turnover enforcement of
       class 4C distributions;

   (d) proceeds of the foregoing distributed pursuant to the terms
       of the plan and the liquidation trust agreement; and

   (e) a percentage of the proceeds of the Tea Systems
       International LLC/Holdings Property to other holders of
       claims in class 4A and 4C, subject to:

       (i) use of proceeds to fund the initial trust funding or
           liquidation trust reserve; and

      (ii) reallocation of proceeds to holders of allowed claims
           in class 4A, B and C.

Class 4B, or general unsecured claims, will receive:

   (a) tier two trust beneficial interests in a percentage ratable
       to other holders of allowed claims in class 4A, B and C;

   (b) additional tier two trust beneficial interests in a
       percentage ratable to other holders of allowed claims in
       class 4A, B and C, as a result of the disallowance of
       disputed claim in class 4A, B and C;

   (c) distributed pursuant to terms of the plan and the
       liquidation trust agreement; and

   (d) a percentage of the proceeds of the TSI/Holdings Property
       ratable to other holders of allowed claims in class 4A, B
       and C, but only to the extent that:

       (i) the proceeds are not used to fund the initial trust
           funding or the liquidation trust reserve; and

      (ii) the proceeds are reallocated to holders of allowed
           claims in class 4A, B and C.

Class 4C, or unsecured senior subordinated notes claims, will
receive:

   (a) tier two trust beneficial interests in a percentage ratable
       to other holders of allowed claims in class 4A, B and C;

   (b) additional tier two trust beneficial interests in a
       percentage ratable to other holders of allowed claims in
       class 4A, B and C, as a result of the disallowance of
       disputed claim in class 4A, B and C;

   (c) distributed pursuant to terms of the plan and the
       liquidation trust agreement; and

   (d) a percentage of the proceeds of the TSI/Holdings Property
       ratable to other holders of allowed claims in class 4A, B
       and C, subject to:

       (i) use of proceeds to fund the initial trust funding or
           liquidation trust reserve; and

      (ii) reallocation of proceeds to holders of allowed claims
           in class 4A, B and C, provided however, that certain
           distributions will be deemed reallocated and
           distributed on account claims in class 4A, as a
           settlement of potential claims by lenders for
           enforcement of contractual subordination provisions in
           the senior subordinated notes indenture, in accordance
           with a turnover enforcement.

Class 5, or subordinated litigation claims, will receive: (a) tier
three trust beneficial interest in a percentage ratable to other
allowed claims in class 5; (b) additional tier three trust
beneficial interest as a result of the disallowance of disputed
claim in class 5; and (c) proceeds distributed to the terms of the
plan and the liquidation trust agreement.

Class 6, or interest, will receive: (a) tier four trust beneficial
interests in a percentage ratable to other allowed interests in
class 6; (b) additional tier four trust beneficial interests as a
result of the disallowance of disputed claims in class 6; and (c)
proceeds distributed pursuant to the terms of the plan and the
liquidation trust agreement.

Other than class 3, or priority non-tax claims, all classes of
claims and interests are entitled to vote for the rejection or
acceptance of the Debtors' second amended plan of liquidation.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

On June 12, 2007, Wachovia Bank, National Association filed a
motion to convert the Debtors' case to chapter 7.  The motion is
to be heard by the Court on Dec. 10, 2007.


LE-NATURE'S: Hearing on 2nd Amended Disclosure Statement is Jan. 3
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has set a hearing on Jan. 3, 2008, to consider approval of the
Disclosure Statement explaining Le-Nature's Inc. and its debtor-
affiliates' Second Amended Chapter 11 Plan of Liquidation.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

On June 12, 2007, Wachovia Bank, National Association filed a
motion to convert the Debtors' case to chapter 7.  The motion is
to be heard by the Court on Dec. 10, 2007.


LONG BEACH: Moody's Cuts Rating on Cl. A-1 Certs. to Ba1 from A3
----------------------------------------------------------------
Moody's Investors Service has downgraded 6 certificates from Long
Beach Mortgage Loan Trust 2006-A.  The transaction is backed by
second lien loans.  The certificates were downgraded because the
bonds' credit enhancement levels, including excess spread and
subordination, were too low compared to the current projected loss
numbers at the previous rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, the delinquency pipeline has remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipeline will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust 2006-A

Downgrade:

  -- Class A-1, Downgraded to Ba1 from A3;
  -- Class A-2, Downgraded to Ba1 from A3;
  -- Class A-3, Downgraded to Ba1 from A3;
  -- Class M-1, Downgraded to Ca from Ba2;
  -- Class M-2, Downgraded to C from B3;
  -- Class M-3, Downgraded to C from Ca.


LYNN KASEL: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: Lynn Frank Kasel
         Brenda Joyce Kasel
         11925 North East 39th Street
         Bellevue, WA 98005

Bankruptcy Case No.: 07-15801

Chapter 11 Petition Date: December 3, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtors' Counsel: Douglas W Harris, Esq.
                  Attorney at Law
                  11120 North East 2nd Street Suite 220
                  Bellevue, WA 98004
                  Tel: (425) 456-1832

Total Assets: $1,634,730

Total Debts:  $1,404,496

Debtors' list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Taxes - 1040 for      $925,000
Jackson federal Building         2000, 2001, 2002,
915 2nd Avenue M/S W244           2003, 2004, and
Seattle, WA 98174                2005

Estate of Betty Kasel                                   $20,000
No Address

Chase Visa                                              $11,616
P.O. Box 15298
Wilmington, DE 19850-5298

Alliant Credit Union Visa                               $10,354

Target Visa                                              $6,916
Eskanos & Adler PC

HFC                                                      $6,119
Collection & Bankruptcy Dept.

Sears Mastercard                                         $4,308

Chase Auto Finance               Past due 4 payments     $2,150

Nordstrom Visa                                           $2,110

Nordstrom                                                  $948

Macys                                                      $842


MASTR SECOND: Low Credit Enhancement Cues Moody's to Cut Ratings
----------------------------------------------------------------
Moody's Investors Service has downgraded three certificates from
MASTR Second Lien Trust 2006-1.  The transaction is backed by
second lien loans.  The certificates were downgraded because the
bonds' credit enhancement levels, including excess spread and
subordination, were too low compared to the current projected loss
numbers at the previous rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, the delinquency pipeline has remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipeline will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: MASTR Second Lien Trust 2006-1

Downgrade:

  -- Class M-1, Downgraded to Baa3 from A2;
  -- Class M-2, Downgraded to Caa2 from Ba1;
  -- Class M-3, Downgraded to Ca from B2.


MCMILLIN COS: Moody's Junks Ratings with Negative Outlook
---------------------------------------------------------
Moody's Investors Service lowered all the ratings of McMillin
Companies, LLC, including the company's corporate family rating to
Caa2 from B2 and senior notes ratings to Caa3 from B3.  The
ratings outlook is negative.

The downgrades and negative outlook reflect the following: i)
Moody's does not see a sector recovery beginning before well into
2009 at the earliest, with any recovery likely to be very measured
at first, thus prolonging the company's underperformance on key
financial metrics vs. prior expectations; ii) actual inventory
performance (adjusted for impairments and option abandonments)
over the past four quarters has been disappointing.  Moody's
remains concerned that McMillin's inventory levels for the coming
quarters will show little real reduction, if any, thus impeding
sustainable cash flow generation; iii) the company has violated
the interest coverage incurrence test (not maintenance test) in
its bond indenture.

As a result, liquidity, although in satisfactory shape currently
from a large pre-emptive draw on the revolver, may tighten
substantially by year-end 2008 unless the covenant is successfully
renegotiated; iv) McMillin's adjusted debt leverage, 61.2% at June
30, 2007, will remain elevated as cash flow generation will be
insufficient to repay any significant amount of debt, while equity
continues to be eroded by impairment and option abandonment
charges; v) the company's relatively small size and scale and
limited geographic, product, and price point diversity worsen the
effects of the California housing downturn

Going forward, the ratings could be reduced again if the company
is unable to obtain additional, and more than stopgap, covenant
relief.  The ratings outlook could stabilize if the company were
to obtain substantial and long-term covenant relief and were to
reverse the current weakness in inventory performance and cash
flow generation.

These ratings for McMillin were lowered:
  -- Corporate family rating, lowered to Caa2 from B2;
  -- Probability of Default rating lowered to Caa2 from B2;
  -- Senior Notes, lowered to Caa3 (LGD-4, 69%) from B3 (LGD-5,
     73%).

Headquartered in San Diego, California, McMillin Companies, LLC
designs, constructs, markets and sells single family detached
homes to entry level and move-up buyers.  The company also makes
limited capital investments in and manages the development of
residential land and other real estate ventures.  Homebuilding
revenues for the trailing twelve month period ended June 30, 2007
were $514 million.


MERRILL LYNCH: Moody's Downgrades Ratings on 43 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 43
tranches and has placed under review for possible downgrade the
ratings of 12 tranches from 8 transactions issued by Merrill Lynch
in 2007.  Additionally, 2 downgraded tranches remain on review for
possible further downgrade.  The collateral backing these classes
consists of primarily first lien, fixed and adjustable-rate,
subprime mortgage loans.

In its analysis, Moody's has applied its published methodology
updates as of July 13, 2007 to the non delinquent portion of the
transactions.  Collateral backing these transactions is also
experiencing higher than anticipated rates of delinquency,
foreclosure, and REO relative to credit enhancement levels.

Complete list of Rating Actions:

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-1

  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa2, previously A1,
  -- Cl. M-5, Downgraded to Ba1, previously A2,
  -- Cl. M-6, Downgraded to Ba3, previously A3,
  -- Cl. B-1, Downgraded to B3, previously Baa1,
  -- Cl. B-2, Downgraded to Caa2, previously Baa2,
  -- Cl. B-3, Downgraded to Ca, previously Baa3.

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-2

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Baa3, previously Baa1,
  -- Cl. B-2, Downgraded to Ba1, previously Baa1,
  -- Cl. B-3, Downgraded to B1, previously Baa2.

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-3

  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Baa2, previously Baa1,
  -- Cl. B-2, Downgraded to Ba1, previously Baa2,
  -- Cl. B-3, Downgraded to B1, previously Baa3.

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-4

  -- Cl. M6, Downgraded to Baa1, previously A3,
  -- Cl. B1, Downgraded to Baa2, previously Baa1,
  -- Cl. B2, Downgraded to Baa3, previously Baa1,
  -- Cl. B3, Downgraded to Ba2, previously Baa3.

Issuer: Merrill Lynch Mortgage Investors Trust 2007-MLN1

  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A3, previously A1,
  -- Cl. M-5, Downgraded to Baa1, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. B-1, Downgraded to Ba3, previously Baa1,
  -- Cl. B-2, Downgraded to B2, previously Baa2,
  -- Cl. B-3, Downgraded to Caa3, previously Baa3.

Issuer: Merrill Lynch Mortgage Investors Trust Series 2007-HE2

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

  -- Cl. B-2, Downgraded to Ca, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3.

Issuer: Merrill Lynch Mortgage Investors Trust Series 2007-HE3

  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A2, previously A1,
  -- Cl. M-5, Downgraded to Baa2, previously A2,
  -- Cl. M-6, Downgraded to Ba1, previously A3,
  -- Cl. B-1, Downgraded to B2, previously Baa1,
  -- Cl. B-2, Downgraded to Ca, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3.

Issuer: Merrill Lynch Mortgage Investors Trust, Series 2007-HE1

  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa2, previously A1,
  -- Cl. M-5, Downgraded to Ba3, previously A2,
  -- Cl. M-6, Downgraded to B3 on review for possible further
downgrade, previously A3,

  -- Cl. B-1, Downgraded to Ca, previously Baa1,
  -- Cl. B-2, Downgraded to C, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3.


MIDTOWN MANOR: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Midtown Manor on Piedmont, L.L.C.
             811 Piedmont Avenue
             Atlanta, GA 30308

Bankruptcy Case No.: 07-80395

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Midtown Manor Town Homes, L.L.C.           07-80405

Chapter 11 Petition Date: December 3, 2007

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: J. Carole Thompson Hord, Esq.
                  Schreeder, Wheeler & Flint, L.L.P.
                  1100 Peachtree Street Northeast, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 954-9858

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Midtown Manor on Piedmont,  $1 Million to          $1 Million to
L.L.C.                      $10 Million            $10 Million

Midtown Manor Town Homes,   $1 Million to          $1 Million to
L.L.C.                      $10 Million            $10 Million

A. Midtown Manor on Piedmont, LLC's Four Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
Don Sepulveda                  $90,000
123 Tribble Gap Road
Cumming, GA 30040

Kronberg Wall Architects       $2,000
1359 Lafrance Street
Atlanta, GA 30307

Brunning & Stang               $1,000
3091 Maple Drive, Suite 220
Atlanta, GA 30305

Georgia Land Surveying         $1,000

B. Midtown Manor Town Homes, LLC's 17 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
O'Brien Property Management    $61,970
2779 Woodwin Road
Doraville, GA 30360

Herbert Construction Co.       $54,258
P.O. Box 996
Marietta, GA 30061-0996

Brunning & Stang               $29,837
3091 Maple Drive, Suite 220
Atlanta, GA 30305

Eberly & Associates            $19,272

Kronberg Wall Architects       $18,445

Robles Masonry                 $10,375

Estes Shields                  $10,095

Precision Layout               $3,900

Hertz Rental                   $3,305

Aqua Seal Lutions              $2,829

Art Craft Concrete, Inc.       $1,338

Miranda Construction           $875

MetzgerMoore, Inc.             $872

Arborguard                     $465

Brand Vaughan Lumber           $235

Happy Can, Inc.                $100

Georgia Power                  $69


MITCHELL DEUTSCH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: Mitchell F. Deutsch
             883 Fischer Boulevard
             Toms River, NJ 08753-3879

Bankruptcy Case No.: 07-23483

Debtor-affiliates filing separate Chapter 11 petitions on
December 3, 2007:

        Entity                                     Case No.
        ------                                     --------
        Double N, Inc.                             07-27806

Debtor-affiliates filing separate Chapter 11 petitions on
September 20, 2007:

        Entity                                     Case No.
        ------                                     --------
        412 Somerset Street of N.J., L.L.C.        07-23520
        Nanco, Inc.                                07-23485

Debtor-affiliate filing a separate Chapter 11 petition on
September 13, 2007:

        Entity                                     Case No.
        ------                                     --------
        The M. Deutsch Group, Inc.                 07-23113

Type of business: The Debtors provide car washing services.
                  Mitchell Deutsch and The M Deutsch Group, Inc.'s
                  cases were converted from Chapter 7 liquidation
                  to Chapter 11 on September 27, 2007.

Chapter 11 Petition Date: September 13, 2007

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, L.L.C.
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Financial condition of debtors filing separate Chapter 11
petitions on September 13, 2007:

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Mitchell F. Deutsch         Unknown            Unknown

The M. Deutsch Group, Inc.  Unknown            Unknown

Financial condition of debtor-affiliates filing separate Chapter
11 petitions on September 20, 2007:

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Kleen Rite Enterprises Inc. $1 Million to      $1 Million to
                            $100 Million       $100 Million

412 Somerset Street of      Less than          Less than
N.J., L.L.C.                $10,000            $50,000

Nanco, Inc.                 $1 Million to      $1 Million to
                            $100 Million       $100 Million

Financial condition of debtor-affiliate filing a separate Chapter
11 petition on December 3, 2007:

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Double N, Inc.              $1 Million to      $1 Million to
                            $10 Million        $10 Million

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


MONEY CENTERS: Sept. 30 Balance Sheet Upside-Down by $6.8 Million
-----------------------------------------------------------------
Money Centers of America Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $6.7 million in total assets and
$13.5 million in total liabilities, resulting in a $6.8 million
total stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $3.7 million in total current
assets available to pay $5.4 million in total current liabilities.

The company reported a net loss of $719,348 on revenues of
$2.2 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $442,863 on revenues of $2.6 million in the
same period in 2006.

Net loss increased by approximately $277,000 during the three
months ended Sept. 30, 2007, primarily due to an increase in non
cash compensation and amortization expense resulting from
amortization of deferred financing costs in connection with the
refinance of the company's vault cash, offset by decreases in
interest expense and selling, general and administrative
expenses.

Revenues as a whole decreased by approximately 15.5% during the
three months ended Sept. 30, 2007, as compared to the three months
ended Sept. 30, 2006.  The Money Centers portfolio, consisting
primarily of full-service casino contracts, decreased 8% or
$167,990.   The company also lost approximately $215,000 in
revenues from the loss of the Campo contract in the 4th quarter
2006.  The company had the addition of $50,000 in revenues from
new contracts, while the remaining Money Centers casinos same
store sales remained relatively unchanged from same quarter
last year.  The Available Money portfolio, consisting of ATM
contracts, decreased 42% or $235,398 due to termination of
contracts.

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?25f7

                       Going Concern Doubt

Sherb & Co LLP, in Boca Raton, Florida, expressed substantial
doubt about Money Centers of America Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements as of Dec. 31, 2006.  The auditing firm
reported that the company has suffered recurring losses from
operations, has net cash used in operations, a net working capital
deficit, a stockholders' deficit and an accumulated deficit.

                       About Money Centers

Headquartered in King of Prussia, Pennsylvania, Money Centers of
America Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/--
provides cash access services to the gaming industry.  The company
delivers ATM, credit card advance, POS debit card advance, check
cashing services and CreditPlus marker services on an outsourcing
basis to casinos.  The company also licenses its OnSwitch(TM)
transaction management system to casinos so they can operate and
maintain  their own cash access services, including the addition
of merchant card processing.


MORGAN STANLEY: Fitch Holds 'B' Rating on $7.9MM Class K Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Capital I Inc.,
commercial mortgage pass-through certificates, series 1999-FNV1,
as:

  -- $307.7 million class A-2 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $33.2 million class B at 'AAA';
  -- $26.9 million class C at 'AAA';
  -- $12.6 million class D at 'AAA';
  -- $30.0 million class E at 'AAA';
  -- $14.2 million class F at 'AAA';
  -- $20.5 million class G at 'A-';
  -- $7.9 million class H at 'BBB';
  -- $9.5 million class J at 'BB-';
  -- $7.9 million class K at 'B'.

The ratings of these classes remain unchanged:

  -- $6.3 million class L at 'CCC/DR3';
  -- $1.9 million class M at 'C/DR6'.

Class N remains at 'C/DR6' and has been depleted by realized
losses.

Although there has been 3.8% additional paydown and 18% additional
defeasance since Fitch's last rating action, the transaction is
experiencing adverse selection, losses have already eroded two
classes and are expected to erode a third.  In addition, there is
refinance risk with 29.4% of non-defeased loans maturing in 2008.
As of the November 2007 distribution date, the pool's aggregate
collateral balance has been reduced 24.3%, to $478.7 million from
$632.1 million at issuance.  Seventy-one loans (44.9%) have
defeased to date.

Currently, one asset (1.7%) is in special servicing with
significant losses expected.  The asset is a real estate owned
retail center located in Sevierville, Tennessee.  Occupancy, as of
June 2007, is 84% and the special servicer is stabilizing and
marketing the property for sale.  Fitch expects losses upon
liquidation of the asset to deplete class M and partially erode
class L.


MORGAN STANLEY: Fitch Holds 'BB-' Rating on $9.5MM Class H Certs
----------------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Capital I Inc.,
commercial mortgage pass-through certificates, series 2000-FNV1,
as:

  -- $307.7 million class A-2 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $33.2 million class B at 'AAA';
  -- $26.9 million class C at 'AAA';
  -- $12.6 million class D at 'AAA';
  -- $30.0 million class E at 'AAA';
  -- $14.2 million class F at 'AAA';
  -- $20.5 million class G at 'A-';
  -- $7.9 million class H at 'BBB';
  -- $9.5 million class J at 'BB-';
  -- $7.9 million class K at 'B'.

The ratings of the following classes remain unchanged:

  -- $6.3 million class L at 'CCC/DR3';
  -- $1.9 million class M at 'C/DR6'.

Class N remains at 'C/DR6' and has been depleted by realized
losses.

Although there has been 3.8% additional paydown and 18% additional
defeasance since Fitch's last rating action, the transaction is
experiencing adverse selection, losses have already eroded two
classes and are expected to erode a third.  In addition, there is
refinance risk with 29.4% of non-defeased loans maturing in 2008.
As of the November 2007 distribution date, the pool's aggregate
collateral balance has been reduced 24.3%, to $478.7 million from
$632.1 million at issuance. Seventy-one loans (44.9%) have
defeased to date.

Currently, one asset (1.7%) is in special servicing with
significant losses expected.  The asset is a real estate owned
retail center located in Sevierville, Tennessee.  Occupancy, as of
June 2007, is 84% and the special servicer is stabilizing and
marketing the property for sale.  Fitch expects losses upon
liquidation of the asset to deplete class M and partially erode
class L.


MORGAN STANLEY: Moody's Cuts Rating on Cl. B4 Certs. to C from Ca
-----------------------------------------------------------------
Moody's Investors Service has downgraded 17 certificates and
placed on review for possible downgrade 2 certificates from three
transactions issued by Morgan Stanley Mortgage Loan Trust.  All
transactions are backed by second lien loans.  The certificates
were downgraded or placed on review for possible downgrade because
the bonds' credit enhancement levels, including excess spread and
subordination, were too low compared to the current projected loss
numbers at the previous rating levels.

Substantial pool losses of over the last few months have continued
to erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: Morgan Stanley Mortgage Loan Trust

Downgrade:

  -- Series 2006-10SL, Class M-2, Downgraded to Baa3 from Baa1;
  -- Series 2006-10SL, Class M-3, Downgraded to Ba2 from Baa2;
  -- Series 2006-10SL, Class B-1, Downgraded to B3 from Baa3;
  -- Series 2006-10SL, Class B-2, Downgraded to Caa2 from Ba2;
  -- Series 2006-10SL, Class B-3, Downgraded to Ca from Ba3;
  -- Series 2006-10SL, Class B-4, Downgraded to C from B3;
  -- Series 2006-14SL, Class M-4, Downgraded to Ba1 from Baa2;
  -- Series 2006-14SL, Class B-1, Downgraded to B1 from Baa3;
  -- Series 2006-14SL, Class B-2, Downgraded to Caa1 from Ba1;
  -- Series 2006-14SL, Class B-3, Downgraded to Ca from Ba3;
  -- Series 2006-14SL, Class B-4, Downgraded to C from B1;
  -- Series 2006-4SL, Class M-2, Downgraded to Ba1 from Baa1;
  -- Series 2006-4SL, Class M-3, Downgraded to B2 from Baa2;
  -- Series 2006-4SL, Class B-1, Downgraded to Caa2 from Baa3;
  -- Series 2006-4SL, Class B-2, Downgraded to Ca from Ba1;
  -- Series 2006-4SL, Class B-3, Downgraded to C from B1;
  -- Series 2006-4SL, Class B-4, Downgraded to C from Ca.

Review for Possible Downgrade:

  -- Series 2006-10SL, Class M-1, current rating Aa3, on review
     for possible downgrade;

  -- Series 2006-4SL, Class M-1, current rating Aa2, on review
     for possible downgrade.


MORTGAGE LENDERS: Has Until February 4 to Remove Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the request of Mortgage Lenders Network USA, Inc., to:

   (a) extend the period, within which it may remove actions
       initiated prior to Feb. 5, 2007 through and including
       February 4, 2008;

   (b) extend the period, within which the Debtor may remove
       actions initiated after Feb. 5, 2007 to the later of:

          -- February 4, 2008; and

          --  the time period specified in Rules 9027(a)(3)(A)
              and (B), which provides for the shorter of:

              * 30 days after receipt of a copy of the initial
                pleading setting forth the claim or cause of
                action to be removed; or

              * 30 days after receipt of the summons, if the
                initial pleading has been filed with the Court
                but not served with the summons; and

   (c) grant an order without prejudice to the Debtor's right to
       seek further extensions of the applicable deadline.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, related that since filing for bankruptcy,
the Debtor has directed substantially all of its efforts and its
professionals' towards the liquidation of hard assets and
remaining servicing operations.  She noted that the Debtor has
also engaged in numerous contested matters and adversary
proceedings to protect its rights as debtor-in-possession or to
maximize the value of its bankruptcy estate for the benefit of its
creditors.  Hence, the Debtor, she said, has not had an
opportunity to thoroughly review Actions to determine whether
there are any that may need to be removed.

Ms. Jones contended that the sought extension will afford the
Debtor the opportunity necessary to make fully-informed decisions
concerning removal of any Action and will assure that the Debtor
does not forfeit valuable rights under Section 1452.
Additionally, the rights of the Debtor's adversaries will not be
prejudiced by the extension because any party to an Action that
is removed may seek to have it remanded to the state court
pursuant to Section 1452(b).

The Debtor submits that its request to extend the deadline for
removing the Actions is reasonable and practical in light of the
present posture of its bankruptcy case.

                     About  Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl & Jones LLP represents the
Debtor.  Blank Rome LLP represents the Official Committee of
Unsecured Creditors.  In the Debtor's schedules of assets and
liabilities filed with the Court, it disclosed total assets of
$464,847,213 and total debts of $556,459,464.  The Debtor's
exclusive period to file a chapter 11 plan of reorganization is
set to expire on Jan. 2, 2008.

(Mortgage Lenders Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


NATCO INT'L: Sept. 30 Balance Sheet Upside-Down by $1,056,256
-------------------------------------------------------------
Natco International Inc.'s interim balance sheet at Sept. 30,
2007, showed $1,353,272 in total assets and $2,409,528 in total
liabilities, resulting in a $1,056,256 total stockholders deficit.

The company's interim balance sheet at Sept. 30, 2007, also showed
strained liquidity with $9,171 in total current assets available
to pay $2,409,528 in total current liabilities.

The company reported a net loss of $41,200 on $-0- of revenues for
the six months ended Setp. 30, 2007, compared with a net loss of
$155,141 on $-0- of revenues in the same period of 2006.
Consequently, the company discontinued all manufacturing
activities and is in the process of doing a reverse merger with
Photo Violation Technologies Corp of Vancouver, British Columbia,
Canada.

Full-text copies of the company's interim financial statements for
the quarter ended Sept. 30, 2007, are available for free at:

               http://researcharchives.com/t/s?25f9

                       Going Concern Doubt

Moore & Associates Chartered, in Las Vegas, expressed substantial
doubt about Natco International Inc.'s ability to continue as a
going concern after auditing the company'sconsolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's significant operating
losses over the past three years, substantial stockholders'
deficiency, and working capital deficiency.

                    About Natco International

Headquartered in Surrey, BC, Canada, Natco International Inc. (OTC
BB: NCII.OB) was previously engaged in the production of jewellery
cleaners and tire sealants.  During the last fiscal year, the
company discontinued its production of both lines.  The company
has signed a binding letter of agreement with Photo violation
Technologies Corp., which will lead PVT to take over the company
in a reverse merger.

PVT is a private company with subsidiaries in Europe and Asia that
has developed a patented, technologically innovative parking meter
system -- the PhotoViolationMeter(TM).


NEW CENTURY: Moody's Lowers Rating on Cl. A-2b Certs. to Ba1
------------------------------------------------------------
Moody's Investors Service has downgraded 6 certificates from New
Century Home Equity Loan Trust, Series 2006-S1.  The transaction
is backed by second lien loans.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination, were too low compared to the current
projected loss numbers at the previous rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, the delinquency pipeline has remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipeline will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: New Century Home Equity Loan Trust, Series 2006-S1

Downgrade:

  -- Class A-1, Downgraded to Ba1 from Baa2;
  -- Class A-2a, Downgraded to Baa3 from A3;
  -- Class A-2b, Downgraded to Ba1 from Baa2;
  -- Class M-1, Downgraded to Ca from Ba3;
  -- Class M-2, Downgraded to C from B3;
  -- Class M-3, Downgraded to C from Ca.


NOMURA ASSET: Moody's Junks Ratings on 19 Certificate Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded 35 certificates from five
transactions issued by Nomura Asset Acceptance Corporation,
Alternative Loan Trust.  All transactions are backed by second
lien loans.  The certificates were downgraded because the bonds'
credit enhancement levels, including excess spread and
subordination, were too low compared to the current projected loss
numbers at the previous rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

Downgrade:

  -- Series 2006-S1, Class M-4, Downgraded to Baa2 from A2;
  -- Series 2006-S1, Class M-5, Downgraded to Ba1 from Baa2;
  -- Series 2006-S1, Class M-6, Downgraded to B2 from Baa3;
  -- Series 2006-S1, Class B-1, Downgraded to Caa2 from Ba1;
  -- Series 2006-S1, Class B-2, Downgraded to Ca from B1;
  -- Series 2006-S1, Class B-3, Downgraded to C from Caa3;
  -- Series 2006-S2, Class M-1, Downgraded to A3 from Aa3;
  -- Series 2006-S2, Class M-2, Downgraded to Ba1 from Baa1;
  -- Series 2006-S2, Class M-3, Downgraded to B2 from Baa2;
  -- Series 2006-S2, Class M-4, Downgraded to Caa2 from Ba1;
  -- Series 2006-S2, Class M-5, Downgraded to Ca from Ba2;
  -- Series 2006-S2, Class M-6, Downgraded to C from B3;
  -- Series 2006-S2, Class B-1, Downgraded to C from Ca;
  -- Series 2006-S3, Class M-2, Downgraded to Baa3 from Baa1;
  -- Series 2006-S3, Class M-3, Downgraded to Ba2 from Baa2;
  -- Series 2006-S3, Class M-4, Downgraded to B1 from Ba1;
  -- Series 2006-S3, Class M-5, Downgraded to Caa2 from Ba2;
  -- Series 2006-S3, Class M-6, Downgraded to Ca from B1;
  -- Series 2006-S3, Class B-1, Downgraded to C from B3;
  -- Series 2006-S3, Class B-2, Downgraded to C from Ca;
  -- Series 2006-S4, Class M-1, Downgraded to A3 from A1;
  -- Series 2006-S4, Class M-2, Downgraded to Baa3 from A3;
  -- Series 2006-S4, Class M-3, Downgraded to Ba2 from Baa1;
  -- Series 2006-S4, Class M-4, Downgraded to B1 from Baa3;
  -- Series 2006-S4, Class M-5, Downgraded to Caa2 from Ba1;
  -- Series 2006-S4, Class M-6, Downgraded to Ca from Ba3;
  -- Series 2006-S4, Class B-1, Downgraded to C from B3;
  -- Series 2006-S4, Class B-2, Downgraded to C from Ca;
  -- Series 2006-S5, Class A, Downgraded to A3 from A1;
  -- Series 2006-S5, Class M-1, Downgraded to Baa3 from A3;
  -- Series 2006-S5, Class M-2, Downgraded to B1 from Baa1;
  -- Series 2006-S5, Class M-3, Downgraded to Ca from Baa3;
  -- Series 2006-S5, Class M-4, Downgraded to C from Ba1;
  -- Series 2006-S5, Class M-5, Downgraded to C from B2;
  -- Series 2006-S5, Class M-6, Downgraded to C from Ca.


NOVASTAR MORTGAGE: Moody's Downgrades Ratings on Nine Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded nine classes of
certificates from five deals issued by NovaStar Mortgage Funding
Trust in 2003 and 2004.  The actions are based on the analysis of
the credit enhancement provided by subordination,
overcollateralization, excess spread and mortgage insurance
relative to the expected loss.

These deals have already stepped down except for NovaStar Mortgage
Funding Trust, Series 2004-4, which will step down in December if
it passes the triggers.  Losses have already begun to erode the
overcollateralization while losing credit enhancement provided by
subordination due to stepdown, leaving the rated bonds less
protected.  As of November 2007, OC in these deals was below
target.  The deals are backed by subprime, fixed and adjustable-
rate mortgage loans.

Complete rating actions are:

Issuer: NovaStar Mortgage Funding Trust, Series 2003-3
  -- Class B-2, downgraded from Baa2 to Ba2;

Issuer: NovaStar Mortgage Funding Trust, Series 2003-4
  -- Class B-2, downgraded from Baa2 to Ba2;
  -- Class B-3, downgraded from Baa3 to B1;

Issuer: NovaStar Mortgage Funding Trust, Series 2004-1
  -- Class B-2, downgraded from Baa2 to Ba3;
  -- Class B-3, downgraded from Baa3 to B3;

Issuer: NovaStar Mortgage Funding Trust, Series 2004-2
  -- Class B-1, downgraded from Baa1 to Baa3;
  -- Class B-2, downgraded from Baa2 to Ba2;
  -- Class B-3, downgraded from Baa3 to B3;

Issuer: NovaStar Mortgage Funding Trust, Series 2004-4
  -- Class B-3, downgraded from Baa3 to Ba1.


OPTIGENEX INC: Sept. 30 Balance Sheet Upside-Down by $5,958,008
---------------------------------------------------------------
Optigenex Inc.'s condensed balance sheet at Sept. 30, 2007, showed
$2,398,213 in total assets and $8,356,221 in total liabilities,
resulting in a $5,958,008 total stockholders' deficit.

The company's condensed balance sheet at Sept. 30, 2007, also
showed strained liquidity with $939,989 in total current assets
available to pay $2,092,320 in total current liabilities.

The company reported net income of $497,918 on net sales of
$150,538 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $4,464,659 on net sales of $77,603 in the the same
period last year.  Loss from operations was $231,156 compared to
loss from operations of $566,926 in the three months ended
Sept. 30, 2006.

Interest expense for the three months ended Sept. 30, 2007, was
$491,974 compared to interest expense of $8,483,380 in the
comparable period in 2006.  Of the total in 2007, $399,452 was
non-cash interest expense resulting from the accounting treatment
of the company's convertible notes.  The remaining $92,522 was
interest due under the convertible notes.  As of Sept. 30, 2007,
the company has not paid $492,326 of interest due under its
convertible notes and accordingly this amount is included in
accrued expenses at Sept. 30, 2007.

During the three months ended Sept. 30, 2007, the company
recorded non-cash other income of $1,221,048 related to the
decrease in the fair value of the warrants and embedded derivative
liability.  This compares with non-cash other income of $4,582,942
during the three months ended Sept. 30, 2006, due to the change in
fair value of the warrants and derivative liability.

Full-text copies of the company's condensed financial statements
for the quarter ended Sept. 30, 2007, are available for free at:

               http://researcharchives.com/t/s?25f8

                       Going Concern Doubt

Goldstein Golub Kessler LLP, in New York, expressed substantial
doubt about Optigenex 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 recurring losses from
operations and stockholders deficiency.

                       About Optigenex Inc.

Headquartered in Lyndhurst, N.J., Optigenex Inc. (OTC BB: OPGX.OB)
supplies bulk material and finished products featuring its
patented and wholly natural compound AC-11(R) as a core ingredient
to wholesale distributors, skin care and nutraceutical marketing
companies.  In addition, the company licenses its technology and
trademark to third party marketers and manufacturers of skin care
and nutraceutical products.


OWENS CORNING: Court Approves Settlement Pact with Ohio
-------------------------------------------------------
Th Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved, in its entirety, the Settlement
Agreement between Reorganized Owens Corning and its affiliates and
the state of Ohio, by and through its attorney general on behalf
of the Ohio Environmental Protection Agency.

The Ohio Claims Settlement resolves current and potential
environmental liabilities of the Reorganized Debtors in certain
contaminated sites located in Ohio, including the Granville
Solvents Site.  The Settlement also addresses the claims asserted
by Ohio against the Reorganized Debtors.

Among others, the Settlement provides for:

   (1) the settlement of claims related to certain air emission
       fees; and

   (2) the compromise of alleged priority environmental claims
       totaling about $345,000 as allowed unsecured claims
       aggregating approximately $50,000.

The Settlement also reaffirms the Reorganized Debtors' continuing
obligations with respect to site they own on and after the
effective date of their Chapter 11 plan.

                          Ohio's Claim

As industrial manufacturers in the United States, the Reorganized
Debtors continue to have substantial environmental obligations
and potential liability with respect to their operations under
several federal and state environmental statues and regulations,
including those of the State of Ohio.  Under those environmental
laws, certain Debtors had actual and potential liabilities.

The State of Ohio, by and through its attorney general on behalf
of the Ohio Environmental Protection Agency, filed three
unsecured priority claims against the Debtors after their
bankruptcy filing:

   Claim No.     Claim Amount    Basis
   ---------     ------------    -----
     7280            $150        Asserted against Soltech, Inc.,
                                 for permit and emissions fees
                                 owed to Ohio.

     7323         345,768        Asserted against Owens Corning
                                 for postpetition past response
                                 costs and anticipated future
                                 response costs.

     7333             450        Asserted against Owens Corning
                                 for permit and emissions fees
                                 owed to Ohio.

To resolve their dispute, the Debtors and the state of Ohio, by
and through its attorney general on behalf of the Ohio
Environmental Protection Agency, entered into a settlement
agreement.

The parties' Settlement addresses each of the Claims asserted by
Ohio.  The Settlement also acknowledges that some liability may
not yet be known or quantifiable and that some sites have yet to
be discovered or linked to applicable Debtors.

Among other things, the Settlement provides that:

   (1) The Reorganized Debtors and Ohio have reached complete
       resolution of any and all Claims for one Liquidated Site.
       The Liquidated Site was a site owned and operated by third
       parties to which certain Debtors sent hazardous substances
       for disposal.

       Ohio had filed allegedly unsecured priority Claims related
       to the Liquidated Site for approximately $308,0005.  The
       Settlement compromises those Claims as an Allowed
       Unsecured Claim against Debtor Owens Corning for $13,065.

       The Reorganized Debtors may eventually recover insurance
       proceeds with respect to the Liquidated Site.

   (2) The Reorganized Debtors have also settled and compromised
       certain Claims filed by Ohio addressing certain Debtor-
       Owned Sites.  These refer to those sites in the State of
       Ohio that the Debtors owned on or after the date of
       confirmation of the Debtors' Chapter 11 Plan.

       The Settlement provides Allowed Unsecured Claims against
       Owens Corning for Past Response Costs for those sites
       aggregating $37,424.

   (3) Additional Sites encompass all sites other than those
       sites designated as Debtor-Owned Sites and the Liquidated
       Site, where a prepetition release or threatened release of
       a hazardous substance has occurred.

       All liabilities of the applicable Debtors to Ohio with
       respect to Additional Sites have been discharged under
       Section 1141 of the Bankruptcy Code pursuant to the terms
       of the Plan.  Ohio will receive no distributions under the
       Plan on account of those liabilities.  In exchange for the
       discharge, the Settlement provides that Ohio may seek a
       determination of liability against the applicable
       Reorganized Debtors for amounts incurred if Ohio
       undertakes or oversees Response activities in the ordinary
       course with respect to any Additional Site.

   (4) The Settlement allows Claim Nos. 7280 and 7333 for $57
       each.

A full-text copy of the Ohio Claims Settlement is available for
free at http://www.bankrupt.com/misc/OWENS_ohiopact.pdf

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants and wass represented by
Edmund M. Emrich, Esq., at Kaye Scholer LLP.
On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.

(Owens Corning Bankruptcy News, Issue No. 165; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PAMPELONNE CDO: Moody's Junks Rating on Four Note Classes
---------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Pampelonne CDO II, Ltd., with five of these
ratings left on review for further possible downgrade.  The notes
affected by these rating action are:

  (1) Up to $1,600,000,000 aggregate principal balance of
      Class S Senior Floating Rate Notes due 2052;

  * Prior Rating: Aaa on review for possible downgrade
  * Current rating: Aa3 on review for possible downgrade

  (2) $100,000,000 Class A-1 Senior Floating Rate Notes Due
      2052;

  * Prior Rating: Aaa on review for possible downgrade
  * Current rating: Baa2 on review for possible downgrade

  (3) $70,000,000 Class A-2 Senior Floating Rate Notes Due
      2052;

  * Prior Rating: A3 on review for possible downgrade
  * Current rating: Ba1 on review for possible downgrade

  (4) $80,000,000 Class A-3 Senior Floating Rate notes Due
      2052;

  * Prior Rating: Baa3 on review for possible downgrade
* Current Rating: B1 on review for possible downgrade

  (5)$70,000,000 Class B Floating Rate Notes Due 2052;

  * Prior Rating: Ba2 on review for possible downgrade
  * Current rating: Caa1 on review for possible downgrade

  (6) $35,000,000 Class C Floating Rate Deferrable Notes Due
      2052;

  * Prior Rating: Caa1 on review for possible downgrade
  * Current rating: Ca

  (7) $23,000,000 Class D Floating Rate Deferrable Notes Due
      2052;

  * Prior Rating: Caa3 on review for possible downgrade
  * Current rating: Ca

  (8) $7,500,000 Class E Floating Rate Deferrable Notes Due
      2052;

  * Prior Rating: Caa3 on review for possible downgrade
  * Current rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee, on Nov. 8, 2007 of an event of default
caused by a failure of the Class A EOD Ratio to be greater than or
equal to the required level pursuant to Section 5.1(e) of the
Indenture, dated Mar. 6, 2007.

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

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Class A EOD Ratio fell below the
required level of 100.0%.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral and the Notes.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
severity of losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by the
certain noteholders.  Because of this uncertainty, the Class S,
Class A-1, Class A-2, Class A-3 and Class B Notes remain on review
for possible downgrade pending the receipt of definitive
information.


PERFORMANCE TRANS: Taps FTI Consulting as Financial Advisor
-----------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the Western
District of New York to employ FTI Consulting Inc. as their
financial advisors.

President and chief executive officer Jeffrey L. Cornish of
Performance Logistics Group Inc., says that FTI possesses a
longstanding relationship with the Debtors in that the firm
rendered financial advisory services to the Debtors when the
Debtors filed for bankruptcy in 2006.

The Debtors and FTI entered into a new engagement letter on
Oct. 17, 2007, pursuant to which FTI will:

   a. assist the Debtors with information and analyses required
      pursuant to the Debtors' debtor-in-possession financing;

   b. assist with the identification and implementation of
      cash management procedures;

   c. assist with the review and development of a long-range
      business plan and supporting analyses;

   d. assist with the identification of executory contracts
      and leases and performance of cost/benefit evaluations
      with respect to the affirmation or rejection of those
      contracts or leases;

   e. assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash
      receipts and disbursement analysis, analysis of various
      asset and liability accounts and analysis of proposed
      transactions for which Court approval is sought;

   f. attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, any official
      committee appointed in the Chapter 11 cases, the United
      States Trustee, other parties-in-interest and
      professionals hired by these parties, as requested;

   g. assist in the preparation of information and analyses
      necessary for the confirmation of a plan of
      reorganization in the Chapter 11 cases, including
      information contained in the disclosure statement;

   h. assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and
      preferential transfers;

   i. provide accounting and tax support;

   j. testify on case-related issues as required by the
      Debtors; and

   k. render other financial advisory services as the Debtors'
      management or counsel may deem necessary that are
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals
      in the Debtors' bankruptcy cases.

The Debtors will pay FTI based on its professionals' hourly
rates:

        Professional                                Rate
        ------------                                ----
        Senior Managing Directors                $595 - $695
        Directors/Managing Directors             $435 - $590
        Associates/Consultants                   $215 - $405
        Administration/Paraprofessionals          $95 - $175

The Debtors will also reimburse FTI for reasonable and necessary
expenses incurred in connection with their Chapter 11 cases,
including, but are not limited to, airfare, meals, hotel
accommodations, telephone, industry research, duplicating and
printing.

David J. Beckman, a senior managing director with FTI Consulting
Inc., relates that according to his firm's books and records,
during the 90-day period before to the Debtors' Petition Date, FTI
received $128,145.78 from the Debtors for professional services
performed and expenses incurred.

"FTI's current estimate is that it has received unapplied advance
payments from the Debtors in excess of prepetition billings in the
amount of $100,000," Mr. Beckman said.  "The Debtors and FTI have
agreed that the retainer will not be segregated by FTI in a
separate account but will be held until the end of the Debtors'
chapter 11 cases and applied to FTI's final approved fees."

Mr. Cornish tells the Court that Mr. Beckman and the FTI
employees will not be entitled to any salary from the Debtors.
The FTI employees will draw their salary and receive health and
other benefits from FTI.

Mr. Beckman adds that, to the best of his knowledge, FTI is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Taps Sitrick as Communications Consultants
-------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the Western
District of New York to employ Sitrick and Company Inc., as their
corporate communications consultants.

Jeffrey L. Cornish, president and chief executive officer of
Performance Logistics Group, Inc., relates that Sitrick served as
corporate communications consultants when the Debtors filed for
bankruptcy in 2006.

Before the Debtors' bankruptcy filing, Mr. Cornish says, Sitrick
assisted in the development of a comprehensive communications
strategy designed to facilitate the smooth transition of the
Debtors' operations into Chapter 11.  Among other things, Sitrick
prepared public announcements of the commencement of the Debtors'
Chapter 11 cases and prepared other communications to all relevant
constituencies.

Pursuant to an engagement letter dated Nov. 17, 2007, Sitrick
will:

   a. develop and implement communications programs and related
      strategies and initiatives for communications with the
      Debtors' key constituencies, including customers,
      employees, vendors, shareholders, bondholders and the
      media, regarding the Debtors' operations and financial
      performance and the Debtors' progress through the Chapter
      11 process;

   b. develop public relations initiatives for the Debtors to
      maintain public confidence and internal morale during the
      Chapter 11 cases;

   c. prepare press releases and other public statements for
      the Debtors, including statements relating to major
      Chapter 11 events;

   d. prepare other forms of communication to the Debtors' key
      constituencies and the media, potentially including
      materials to be posted on the Debtors' Web sites; and

   e. perform other communications consulting services as may
      be requested by the Debtors.

Before bankruptcy filing, the Debtors provided Sitrick with a
$25,000 retainer and a refundable expense advance of $10,000 for
all reasonable and necessary out-of-pocket expenses incurred,
including, but not limited to, transportation, lodging, food,
production costs and copying services.  As of the Petition Date,
Mr. Cornish says, the Debtors did not owe Sitrick any amounts for
prepetition services rendered.

The Debtors tell the Court that Sitrick intends to charge for its
professional services on an hourly basis -- its ordinary and
customary hourly rates range from $165 to $850.  The firm also
intends to seek reimbursement of actual and necessary out-of-
pocket expenses.

Anita-Marie Laurie, an employee of Sitrick and Company Inc.,
assures the Court that Sitrick is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Wants Imperial Capital as Investment Banker
--------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Western
District of New York to employ Imperial Capital LLC as their
investment bankers.

Jeffrey L. Cornish, Performance Logistics Group Inc. president
and chief executive officer, says the Debtors selected Imperial
Capital because of Imperial Capital's substantial experience in
the restructuring field and understanding of the issues involved
in Chapter 11 cases.

Imperial Capital specializes in the sales and trading of high-
yield and distressed debt securities, bank debt, convertible
bonds, preferreds, and equities.  Mr. Cornish relates that
Imperial Capital adds significant value to its institutional
accounts through its Capital Structure Arbitrage,
Bankruptcy/Reorganization, and Investment Banking Groups.

Imperial Capital will assist the Debtors in connection with a
potential change of control transaction.  Specifically, Imperial
Capital will:

   (a) advise the Debtors on a proposed purchase price and form
       of consideration for the Transaction;

   (b) assist the Debtors in developing, evaluating,
       structuring and negotiating the terms and conditions of
       a potential Transaction;

   (c) assist the Debtors in the preparation of solicitation
       materials with respect to the Transaction and the
       Debtors;

   (d) identify and contact selected qualified buyers for the
       Transaction and furnish them, on behalf of the Debtors,
       with copies of Offering Materials;

   (e) assist the Debtors in arranging for potential Buyers to
       conduct due diligence investigations;

   (f) if applicable, assist the Debtor in obtaining court
       approval for the Transaction;

   (g) assist in the consummation of the Transaction;

   (h) if requested in writing by the Debtors, provide an
       opinion as to the fairness, from a financial point of
       view, to the Debtors of the consideration to be received
       in the Transaction; and

   (i) provide other investment banking services with respect
       to the Debtors as may from time to time be agreed
       upon between the Debtors and Imperial Capital.

The Debtors propose to pay Imperial Capital:

   -- a $75,000 initiation fee, payable in cash;

   -- a fee equal to 1% of the consideration to be received
      by the Debtors or their security holders pursuant to the
      Transaction; and

   -- a $175,000 fee upon delivery of a fairness opinion, if
      the opinion is requested in writing by the Debtors.

Imperial Capital will also be reimbursed for reasonable out-of-
pocket expenses.

Marc A. Bilbao, managing director of Imperial Capital, LLC,
assures the Court that Imperial Capital is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PILGRIM'S PRIDE: Paying Quarterly Dividend on December 14
---------------------------------------------------------
The Board of Directors of Pilgrim's Pride Corporation has declared
a quarterly dividend of 2-1/4 cents per share.  The quarterly
dividend is payable on Dec. 28, 2007, to shareholders of record at
the close of business on Dec. 14, 2007.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

Pilgrim's Pride Corp. holds Moody's Investors Service's
B1 senior unsecured credit rating, B2 senior subordinated notes,
and Ba3 corporate family ratings.  PPC's planned new $250 million
senior unsecured notes also bears Moody's B1 rating and its new
$200 million senior subordinated notes bears Moody's B2 rating.
The outlook on all ratings is stable.  All ratings still hold to
date.

Standard & Poor's Ratings Services gave Pilgrim's Pride Corp. a
'BB-' corporate credit rating.  This rating still holds to date.


POPE & TALBOT: Asks B.C. Court for Authority to Sell Surplus Lands
------------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates ask the British
Columbia Supreme Court to approve four transactions covering the
sale of their surplus lands:

    (a) An agreement between Pope & Talbot Ltd. and Kelowna
        Family Golf Centre Ltd., dated Oct. 19, 2007, for land
        and premises located in Beaverdell, British Columbia, for
        CDN$550,000.

    (b) An agreement between P&T Ltd. and Dan Norn, James Norn
        and Byron Norn dated Oct. 26, 2007, for land and
        premises located in Lower Arrow Lake, for CDN$751,000.

    (c) An agreement between P&T Ltd. and Paterson Pole Ltd.
        dated Oct. 26, 2007, for land and premises located in
        Lower Arrow Lake, for CDN$1,350,000.

    (d) An agreement between P&T Ltd. and RJR Investments Ltd.
        dated Nov. 16, 2007, for a portfolio of 10 properties.  '
        The subject properties are Blanket Creek, Beaton Complex,
        Beaton Schedule A, Galena Bay Thumb, Arrowhead (Henry's
        Creek), Galena Bay, Taite Creek, Tuzo Junction, Kettle
        River Park North, and Kettle River Park South.

The Canadian Debtors told the British Columbia Supreme Court that
with the assistance of Colliers International, they have
determined that certain properties are redundant and surplus to
their ongoing and future operations.

Kathy L. Mah, Esq., at Stikeman Elliott LLP, in Toronto, Canada,
relates that the Canadian Debtors and Colliers have engaged in a
valuation and marketing process to sell certain properties.

In April 2007, Ms. Mah relates, Colliers' valuation team
physically inspected the assets within the portfolio, including
the nature of the market, individual property characteristics and
their corresponding values.

Subsequently, strategic marketing efforts by Colliers led to a
significant market response which allowed Colliers to negotiate
purchase agreements that significantly exceeded the asking price
on all properties, Ms. Mah states.

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


POPE & TALBOT: Wants to Implement Cross-Border Insolvency Protocol
------------------------------------------------------------------
Pope & Talbot Inc. and its debtor affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
implement a proposed cross-border insolvency protocol to govern
the administration of the Debtors' dual proceedings between the
Bankruptcy Court and the Canadian Court.

"It would be prudent for the Bankruptcy Court and the Canadian
Court to implement a cross-border protocol to address certain
administrative issues anticipated to arise in coordinating the
Debtors' Chapter 11 cases and CCAA proceedings," Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Delaware, the Debtors' proposed bankruptcy counsel,
states.

Specifically, Ms. Jones says, a cross-border protocol is needed
to ensure that:

   -- the Debtors' Chapter 11 cases and the CCAA insolvency
      proceedings are coordinated to avoid inconsistent,
      conflicting or duplicative activities;

   -- all parties are informed adequately of key issues in the
      Chapter 11 cases and the CCAA proceedings;

   -- the substantive rights of all parties are protected; and

   -- the jurisdictional integrity of the Bankruptcy Court and
      the Canadian Court is preserved.

Accordingly, the Debtors propose a cross-border insolvency
protocol to govern the administration of the Debtors' dual
proceedings between the Bankruptcy Court and the Canadian Court.

   (a) To harmonize and coordinate the administration of the
       insolvency proceedings, each Court may coordinate
       activities and consider whether it is appropriate to defer
       to the judgment of the other Court.

       * The Court may communicate with each other, with or
         without counsel present, with respect to any matter
         relation to the insolvency proceedings.

       * On the question of proper jurisdiction or Court to
         determine a certain issue raised in either of the
         insolvency proceedings, the Court before which the
         matter was raised will contact the other Court to
         determine an appropriate process by which the issue of
         jurisdiction will be determined.  That process will be
         subject to submissions by the Debtors, the U.S. Trustee,
         the Canadian Monitor, the Committee, and any interested
         party.

       * The Courts may coordinate activities in the insolvency
         proceedings.

       * The Courts may conduct joint hearings with respect to
         any matter relating to the conduct administration,
         determination or disposition of any aspect of the
         insolvency proceedings.

   (b) Any transactions outside the ordinary course of business
       concerning the sale, lease or use of the Canadian Debtors'
       assets located solely in Canada will be subject to the
       sole approval of the Canadian Court; and the sale, lease
       or use of the Debtors' assets located solely in the United
       States will be subject to the sole approval of the
       Bankruptcy Court.

   (c) Any transactions outside the ordinary course of business
       concerning the sale or lease or use of the Debtors' assets
       located both in Canada and the United States, including
       but not limited to a sale or sales of all or substantially
       all of the assets of the collective Debtors or of one or
       both of their business divisions, will be subject to the
       joint jurisdiction and approval of both Courts.

   (d) All creditors or equity security holders of the Debtors
       other than the Canadian Debtors must file their claims
       against the U.S. Debtors with the Bankruptcy Court,
       pursuant to claims procedures established by the Court.
       The Bankruptcy Court will have exclusive jurisdiction over
       all claims against the U.S. Debtors.

   (e) Any creditor or equity security holder of the Canadian
       Debtors may file a proof of claim or interest in either
       the Bankruptcy Court or the Monitor in the CCAA
       proceeding.

   (f) If a creditor files a claim both in the Bankruptcy Court
       and with the Canadian Monitor in the CCAA proceeding, the
       last timely filed claim will govern.

   (g) The Debtors and the Monitor will endeavor to coordinate
       notice procedures and establish the same deadline for the
       filing of claims against the Debtors in both the
       Bankruptcy Court and the Canadian proceeding, and all
       other matters regarding the filing, reviewing and
       objecting to claims.

   (h) The adjudicating forum will decide the amount, value,
       allowability, priority, classification and treatment of
       claims filed in any plan of reorganization or plan of
       arrangement or compromise, and a creditor's rights to
       collateral and set-off using a choice of law analysis
       based upon the choice of law principles applicable in that
       forum.

The protocol also contains other provisions with respect to (i)
the development of plan or plans of reorganization or plan or
plans of arrangement or compromise, (ii) the retention and
compensation of professionals, (iii) recognition of stays of
proceedings, (iv) rights to appear and be heard, (v) resolutions
of disputes under the protocol, (vi) avoidance actions, (vii)
executory contracts, (viii) notice, and (ix) preservation of
rights.

The protocol will become effective only upon approval of both the
Bankruptcy Court and the Canadian Court.

The approval and implementation of the protocol will not divest
or diminish either of the Courts' independent jurisdiction over
the subject matter of the Chapter 11 cases and the CCAA
proceedings.

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


POPE & TALBOT: Selects KPMG LLP as Independent Auditor
------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ KPMG LLP as their independent auditor, effective as of
Nov. 19, 2007.

The Debtors believe that KPMG's diverse experience and extensive
knowledge in the field of accounting will be of much help to
their restructuring plans, Harold N. Stanton, president and chief
executive officer of Pope & Talbot Inc., tells the Court.

The Debtors have employed KPMG as their independent auditor for a
period of more than five years.  By virtue of its prior
engagement, the firm is familiar with the books, records,
financial information and other data maintained by the Debtors,
and is well qualified to continue to provide auditing services to
the Debtors, Mr. Stanton says.

As the Debtors' financial advisors, KPMG will:

   -- audit the Debtors' consolidated financial statements and
      internal control over financial reporting;

   -- review the Debtors' condensed consolidated balance sheets
      and related condensed consolidated statements of operations
      and cash flows as well as selected quarterly financial
      data;

   -- perform procedures required by the standards of the Public
      Company Accounting Oversight Board (United States),
      including reading information incorporated by reference in
      the Debtors' previously filed registration statements and
      performing subsequent event procedures;

   -- audit the Debtors' Pension Plan and Tax Deferred Savings
      Plan; and

   -- perform additional audit services that may be requested by
      the Debtors from time to time during the pendency of their
      Chapter 11 cases.

The Debtors will pay for KPMG's general auditing services
according to the firm's customary hourly rates:

             Professional                Hourly Rate
             ------------                -----------
             Partners                       $360
             Managers                       $270
             Senior Associates              $200
             Staff                          $120
             Assistant                      $100

KPMG will be paid these amounts with respect to auditing services
related to the Debtors' pension and tax deferred savings plans:

             Professional                Hourly Rate
             ------------                -----------
             Partners                       $300
             Managers                       $200
             Senior Associates              $150
             Staff/Assistant                $110

The Debtors will also reimburse KPMG for any direct expenses it
incurred or will incur in connection with the performance of the
contemplated auditing services.

During the 90-day period prior to the bankruptcy filing, the
Debtors paid KPMG $685,513 for professional services performed and
expenses incurred, according to Mr. Stanton.  As of Nov. 19, 2007,
KPMG was holding a $10,535 retainer from the Debtors.  KPMG
intends to apply the retainers to fees for services rendered and
expenses incurred after the bankruptcy filing.

Timothy McCann, a certified public accountant at KPMG, assures
the Court that his firm is a "disinterested person," as the term
is defined in Section 101(14) of the Bankruptcy Code.

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

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' 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. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PROJECT FUNDING: Moody's Lowers Rating on $537.08MM Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded three classes of notes issued
by Project Funding Corporation I.  Moody's noted that this
transaction is secured by a static portfolio of project finance
loans and closed in February of 1998.  According to Moody's, the
largest of the loans in the portfolio suffered a default in the
payment of principal due at the end of March 2006.  The rating
action reflects continuing uncertainty about the amount and timing
of the recovery on that loan.

Issuer: Project Funding Corporation I

Action: Downgrade

Description: $537,083,000 Class I Senior Notes due 2012

  -- Previous Rating: A3 (under review for possible downgrade)
  -- Current Rating: Ba2

Description: $17,285,000 Class II Senior Notes due 2012
  -- Previous Rating: B1 (under review for possible downgrade)
  -- Current Rating: Ca

Description: $17,902,000 Class III Mezzanine Notes due 2012
  -- Previous Rating: B3 (under review for possible downgrade)
  -- Current Rating: Ca


QWEST COMMS: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed Qwest Communications International,
Inc.'s Issuer Default Rating at 'BB'.  Additionally, Fitch has
affirmed the IDRs of Qwest's wholly owned subsidiaries including
Qwest Corporation as well as the specific issue ratings as
highlighted below.  The Rating Outlook for Qwest and its
subsidiaries is Stable.  Approximately $14.5 billion of debt
outstanding as of Sept. 30, 2007 is affected by Fitch's action.

Supported by the operating margin improvement derived from ongoing
cost reductions and productivity enhancements coupled with the
debt reduction achieved by the company to date, Fitch believes
that Qwest's credit profile is strong within the current ratings
category.  Qwest's credit profile has also benefited from the
rationalization of the company's network and less profitable
products and the emergence and growth potential of IP based data
products.

Overall the ratings assigned to Qwest and its subsidiaries
incorporate the scope, scale and relatively consistent cash flow
generated by Qwest Corporation's local exchange business, and the
relative stability of Qwest's enterprise segment.  Fitch's ratings
also reflect Qwest's improved financial flexibility, solid
liquidity position and Fitch's expectation of modest credit metric
improvement and generation of material free cash flow.

Key rating issues center on a potential shift of Qwest's financial
policies following the strategic review initiated by Qwest's new
chief executive officer, competitive pressure from facilities
based telecommunications providers and limited revenue growth and
cost reduction opportunities.  Fitch believes that the strategic
review will encompass an evaluation of the company's financial
policies including capital structure, share repurchases,
dividends, and the level of reinvestment in its businesses, which
presents an element of event risk to Qwest's credit profile.
Currently, given Fitch's expectation that Qwest will continue to
generate meaningful levels of free cash flow, Fitch believes that
there is sufficient flexibility within the current ratings to
support the existing amount of cash returned to Qwest's
shareholders.  From Fitch's perspective, an increase in the level
of cash returned to shareholders would need to maintain the
balance with continued debt reduction, and maintaining a strong
level of financial flexibility and liquidity position given the
business, operational, and regulatory risks within Qwest's credit
profile.

Qwest faces intense competition from facilities based
telecommunications providers across its entire product portfolio.
The competitive threats increase the likelihood of product and
technology substitution and manifest themselves primarily through
access line erosion and anemic revenue growth.  In Fitch's
opinion, Qwest lacks the revenue diversity, which can offset
competitive pressures that the larger incumbent local exchange
providers enjoy.  Qwest's ability to grow its revenue base will,
in Fitch's opinion, be predicated on the company's ability to
drive further bundled service penetration, grow the ARPU of growth
products and continue to migrate its enterprise customer base to
more advanced data services.

On a consolidated basis, the company ended the third quarter of
2007 with approximately $14.506 billion of debt.  During the first
nine months of 2007, Qwest reduced its total debt outstanding by
approximately $386 million.  In total, Qwest and its subsidiaries
redeemed or paid upon maturity approximately $884 million of debt,
including $320 at Qwest Corporation, $314 million at Qwest
Communications Corporation, and $250 million at Qwest
Communications International, Inc.  The debt repayments were
funded in part with cash on hand and $500 million of new senior
notes issued by Qwest Corporation.  The debt reduction
accomplished during 2007, coupled with Qwest's improving operating
profile, have contributed to the continued strengthening of
Qwest's credit protection metrics.  Qwest's leverage metric as of
the latest twelve month period ended September 30, 2007 was 3.2
times, reflecting steady improvement from 3.4x as of year-end 2006
and 3.8x as of year-end 2005.  Qwest announced that it redeemed
$250 million aggregate principal amount from Qwest's Floating Rate
senior notes due 2009.  As of Sept. 30, 2007, the outstanding
principal amount of the notes was $500.0 million.  Taking into
consideration the early redemption, Fitch expects that Qwest's
leverage as of year end 2007 will be approximately 3.1x.  Looking
into 2008, Fitch expects that nominal margin expansion, coupled
with further debt reduction, will modestly strengthen Qwest's
credit profile.  Fitch believes that Qwest's leverage will
approach 3.0x by year-end 2008. Fitch assumes that during 2008,
Qwest will retire approximately $560 million of scheduled
maturities with available cash.

In Fitch's opinion, Qwest's liquidity position is strong and is
supported by existing cash and short-term investments totaling
approximately $1.1 billion as of the end of the third quarter of
2007, the $850 million senior secured revolver, as well as Fitch's
expectation that the company will continue to generate stable
levels of free cash flow.  Qwest repurchased approximately 107
million shares of its common stock, spending about $1.152 billion
during the first nine months of 2007.  As of Sept. 30, 2007,
approximately $848 million of capacity remained under the board-
authorized $2.0 billion stock repurchase program.  Scheduled
maturities of debt during 2008 and 2009 total approximately $1.4
billion, which Fitch expects that Qwest will retire with cash.

The Stable Rating Outlook reflects Fitch's expectation for
continued stabilization of the company's revenue base driven by
further strengthening of Qwest's service bundling strategy and
investment in growth products such as high speed internet and
advanced data products.

Fitch Ratings has affirmed these ratings of Qwest and its
subsidiaries below:

Qwest Communications International, Inc.
  -- Issuer Default Rating at 'BB';
  -- Senior Secured Credit Facility at 'BBB-';
  -- Senior Unsecured Notes (guaranteed by QSC) at 'BB+';
  -- Senior Unsecured Notes at 'BB';
  -- Senior Convertible Senior Notes at 'BB'.

Qwest Corporation
  -- IDR at 'BB';
  -- Senior Term Loan at 'BBB-';
  -- Senior unsecured notes at 'BBB-'.

Qwest Services Corporation
  -- IDR at 'BB'.

Qwest Capital Funding
  -- IDR at 'BB';
  -- Senior unsecured notes at 'BB'.

Fitch has affirmed and withdrawn this rating:

Qwest Communications Corporation
  -- IDR at 'BB'.


RAFAELLA APPAREL: Moody's Holds B1 CFR and Revises Outlook
----------------------------------------------------------
Moody's Investors Service affirmed Rafaella Apparel Group, Inc.'s
Corporate Family and Probability of Default Ratings at B1, its
senior secured note rating at B2 and revised the company's outlook
to negative from stable.

"The revision in Rafaella's rating outlook to negative reflects
Moody's concerns regarding execution risk relating to
strengthening the Rafaella brand, including increased investments
related to branding initiatives, during a time where the
macroeconomic environment remains challenging," said Scott Tuhy,
Moody's Vice President and Senior Analyst.  As a result of the
May/Federated merger, Rafaella lost higher margin business with
the previous May companies, and has replaced it primarily with
lower margin private label business.

The affirmation of the B1 corporate family rating reflects the
overall financial position of the company, including good free
cash flow generation and liquidity position, replenishment nature
of a large part of the Rafaella business, resulting in low
seasonality and moderate free cash flow and leverage.  The rating
is pressured by the company's limited scale, with revenues of $182
million for the LTM period ended September 30, 2007 and single
owned fashion brand, decreasing sales and profitability, high
customer concentration and limited segment and channel diversity.

These ratings were affirmed and assessments revised:
  -- Corporate Family Rating, at B1
  -- Probability of Default Rating, at B1
  -- $138.5 million senior secured notes due June 2011, at B2
     (to LGD4 62%, from LGD4 60%)

The ratings outlook was changed to negative from stable.

Rafaella Apparel Group, Inc. based in New York, New York, is a
designer, sourcer, and marketer of a full line of women's career
and casual sportswear separates under the Rafaella brand.  For the
LTM period ended September 30, 2007, the company reported net
sales of approximately $182 million.


RENT-A-CENTER: To Close 280 Stores as Part of Consolidation Plan
----------------------------------------------------------------
Rent-A-Center, Inc. disclosed plans to close approximately 280
stores across the U.S.

"We continually analyze every aspect of our business in an effort
to improve operating and financial performance," Mark E. Speese,
the Chairman and Chief Executive Officer of Rent-A-Center, Inc.,
commented.  "Accordingly, we evaluated every market in which we
operate based on operating results, competitive positioning, and
growth potential.  As a result, we identified approximately 280
stores that we intend to close and merge with existing Rent-A-
Center stores within the next 90 days."

The Company expects to incur pre-tax restructuring charges related
to the store consolidation plan and other restructuring items in
the range of $36.0 million to $43.0 million, substantially all of
which will be recorded in the fourth quarter of our fiscal year
ending Dec. 31, 2007.  The estimated cost with respect to this
restructuring relates primarily to lease terminations, fixed asset
disposals and other miscellaneous items.  The Company expects the
cash outlay associated with this restructuring will be in the
range of $26.0 million to $30.5 million over the next 12 to 18
months.  The 280 stores identified generated revenues of
approximately $140.0 million year-to-date through Oct. 31, 2007.
These stores will transfer their customer rental purchase
agreements to existing Rent-A-Center stores and the Company
expects to retain the majority of these rental purchase
agreements.  At the conclusion of the restructuring, the Company
expects a pre-tax monthly operating income benefit in the range of
$2.0 million to $2.5 million.

Based in Plano, Texas, Rent-A-Center, Inc. (Nasdaq:RCII)
-- http://www.rentacenter.com/-- operates approximately 3,355
company-owned stores nationwide and in Canada and Puerto Rico. The
stores generally offer high-quality, durable goods such as major
consumer electronics, appliances, computers and furniture and
accessories under flexible rental purchase agreements that
generally allow the customer to obtain ownership of the
merchandise at the conclusion of an agreed upon rental period.
ColorTyme, Inc., a wholly owned subsidiary of the Company, is a
national franchiser of approximately 210 rent-to-own stores
operating under the trade name of "ColorTyme."

                           *    *    *

Standard & Poor's Ratings Services assigned BB long-term foreign
and local issuer credit ratings to Rent-A-Center Inc. on October
2006.  The ratings still hold to date.

Moody's Investors Service assigned low-b ratings to Rent-A-Center
Inc., including Ba3 long-term corporate family rating, Ba2 bank
loan debt, B2 senior subordinate rating and Ba3 probability of
default rating.  All ratings still hold to date.


RENT-A-CENTER: Earns $25 Million in Quarter Ended September 30
--------------------------------------------------------------
Rent-A-Center, Inc. reported revenues and earnings for the quarter
ended Sept. 30, 2007.

Reported net earnings for the quarter ended Sept. 30, 2007 were
$25.3 million, an increase of $0.1 million or 0.4% from the
reported net earnings of $25.2 million for the same period in the
prior year.

The company reported total revenues for the quarter ended
Sept. 30, 2007 of $709.7 million, an increase of $122.5 million
from the reported total revenues of $587.2 million for the same
period in the prior year.  This 20.9% increase in revenues was
primarily driven by the Rent-Way acquisition that closed on
Nov. 15, 2006.  Same store revenues for the quarter ended
Sept. 30, 2007 decreased 1.8%.

For the quarter ended Sept. 30, 2007, the company generated cash
flow from operations of approximately $127.2 million, while ending
the quarter with $100.3 million of cash on hand.  During the
quarter ended Sept. 30, 2007, the company repurchased 2,307,400
shares of its common stock for $45.1 million in cash under its
common stock repurchase program.  To date, the company has
repurchased a total of 18,235,950 shares and has utilized
approximately $441.0 million of the $500.0 million authorized by
its Board of Directors since the inception of the plan.  In
addition, during the quarter ended Sept. 30, 2007, the company
reduced its outstanding indebtedness by $31.2 million.

"Our third quarter financial results for total revenue and
earnings per diluted share were within our guidance range;
however, the business environment was very challenging throughout
the quarter," Mark E. Speese, the Company's Chairman and Chief
Executive Officer, commented.  "Although we believe that our
customer continues to face financial challenges, we have been
encouraged by the positive results from our operational
initiatives, as well as an increase in demand in October.  As we
prepare to enter 2008, we intend to focus on enhancing store level
operations, improving operational efficiencies, and further
investing in our financial services business, while maintaining a
solid balance sheet.

Reported net earnings for the nine months ended Sept. 30, 2007
were $81.6 million, a decrease of $23.8 million from the reported
net earnings of $105.4 million for the same period in the prior
year.  This decrease is primarily a result of the $51.3 million
litigation expense recorded in the first quarter of 2007 in
connection with a lawsuit settlement.

Total reported revenues for the nine months ended Sept. 30, 2007
were $2.189 billion, an increase of $0.411 billion, or 23.1% from
the reported total revenues of $1.778 billion for the same period
in the prior year.  Same store revenues for the nine month period
ending Sept. 30, 2007 increased 1.4%.

Through the nine month period ended Sept. 30, 2007, the company
generated cash flow from operations of $270.3 million.  During the
nine month period ended Sept. 30, 2007, the company repurchased
3,607,150 shares of its common stock for $80.1 million in cash
under its common stock repurchase program.  In addition, during
the nine month period ended Sept. 30, 2007, the company reduced
its outstanding indebtedness by approximately $91.5 million.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $2.6 billion and total liabilities of $1.7 billion, resulting
in a stockholders' equity of $954.2 million.  Equity at Sept. 30,
2006, was $947.5 million.

Based in Plano, Texas, Rent-A-Center, Inc. (Nasdaq:RCII)
-- http://www.rentacenter.com/-- operates approximately 3,355
company-owned stores nationwide and in Canada and Puerto Rico. The
stores generally offer high-quality, durable goods such as major
consumer electronics, appliances, computers and furniture and
accessories under flexible rental purchase agreements that
generally allow the customer to obtain ownership of the
merchandise at the conclusion of an agreed upon rental period.
ColorTyme, Inc., a wholly owned subsidiary of the Company, is a
national franchiser of approximately 210 rent-to-own stores
operating under the trade name of "ColorTyme."

                          *    *    *

Standard & Poor's Ratings Services assigned BB long-term foreign
and local issuer credit ratings to Rent-A-Center Inc. on October
2006.  The ratings still hold to date.

Moody's Investors Service assigned low-b ratings to Rent-A-Center
Inc., including Ba3 long-term corporate family rating, Ba2 bank
loan debt, B2 senior subordinate rating and Ba3 probability of
default rating.  All ratings still hold to date.


REUNION INDUSTRIES: Inks $15 Million DIP Pact with Wachovia
-----------------------------------------------------------
Reunion Industries Inc. has obtained a debtor-in-possession
financing from Wachovia Bank N.A., Bill Rochelle of Bloomberg
News reports.

According to Bloomberg, Wachovia, the Debtor's existing secured
lender, offered a $15 million financing.

The financing is still subject to Court approval.

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries
Inc. owns and operates industrial manufacturing operations that
design and manufacture engineered, high quality products for
specific customer requirements.  These products include large
diameter seamless pressure vessels, manufactured by its CP
Industries division, and hydraulic and pneumatic cylinders,
manufactured by its Hanna Cylinders division.  In addition,
the Debtor has a 65% interest in Shanghai Klemp Metal Products
Co., Ltd., a Chinese company located in Shanghai, China.
Shanghai Klemp manufactures metal bar grating.

Reunion Industries filed for Chapter 11 protection on
November 26, 2007 (Bankr. D. Conn. Case No.: 07-50727).

Two Reunion Industries stockholders, Charles E. Bradley, Sr.
Family, L.P., and John Grier Poole Family, L.P., filed separate
Chapter 11 petitions on the same day (Bankr. D. Conn. Case Nos.
07-50725 and 07-50726).

Carol A. Felicetta, Esq. at Reid and Riege, P.C. represents the
Debtors in their restructuring efforts.

Reunion Industries listed $0 assets and $1,513,143 debts in its
petition, while its shareholders both reported $0 assets and $0
debts.


RHODES COMPANIES: Moody's Puts Ca Rating on Sr. Secured Loan
------------------------------------------------------------
Moody's Investors Service lowered all the ratings of The Rhodes
Companies, LLC, including the company's corporate family rating to
Caa2 from B2, the rating on the senior secured first-lien term
loan to Caa1 from B2, and the rating on the senior secured second-
lien term loan to Ca from Caa1.  The ratings outlook is negative.

The downgrades and negative outlook reflect the following: i)
Moody's does not expect a housing sector recovery to begin before
well into 2009 at the earliest, with any recovery likely be very
restrained at the outset, thus prolonging the company's
underperformance on key financial metrics vs. prior expectations;
ii) the company's compliance with its recently revised covenants
may become problematic as early as the current quarter; iii) any
meaningful reduction in the company's debt to net value metric
will not occur before the end of 2009, at the earliest, which is
well beyond the company's original projections; iv) Moody's
projects both profitability and cash flow generation to remain
negative in 2008; v) liquidity will be tight as Rhodes' current
cash balances, which it uses in lieu of a revolver to finance
seasonal and other requirements, are greatly reduced since the
time that its financing was arranged, and the company may burn
through a substantial amount of this cash before its cash flow can
make a material contribution to liquidity; and vi) the company's
relatively small size and scale, geographic concentration, and
limited product and price point diversity exacerbate the effects
of the Las Vegas housing downturn.

Going forward, the ratings could be reduced again if the company
is unable to obtain additional covenant relief.  The ratings
outlook could stabilize if the company were to obtain substantial
and long-term covenant relief and were to reverse the current
weakness in inventory performance and cash flow generation.

These ratings for Rhodes were lowered:
  -- Corporate family rating, lowered to Caa2 from B2;
  -- Probability of Default rating, lowered to Caa2 from B2;
  -- Senior Secured First Lien Term Loan, lowered to Caa1 (LGD-
     3, 40%) from B2 (LGD-3, 43%);
  -- Senior Secured Second Lien Term Loan, lowered to Ca (LGD-
     5, 89%) from Caa1 (LGD-6, 92%).

Headquartered in Las Vegas, Nevada, The Rhodes Companies, LLC and
its co-borrowers (Heritage Land Company, LLC and Rhodes Ranch
General Partnership) comprise the largest private community
developer and homebuilder in Las Vegas.  Revenues and net income
(essentially pretax income, since the company pays no income
taxes) for the trailing twelve months ended September 30, 2007
were $178 million and ($6) million, respectively.


ROUGE INDUSTRIES: Has Until January 18 to File Liquidating Plan
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
further extended Rouge Industries Inc. and its debtor-affiliates'
exclusive periods to:

   a) file a Chapter 11 plan until Jan. 18, 2008; and

   b) solicit acceptances of that plan until March 21, 2008.

The Debtors tell the Court that they need more time to finalize
and file a liquidating Chapter 11 plan.

The Debtors say that they have succefully sold substantially all
of their operating assets for approximately $100 million more than
the initial bid.

The Debtors' exclusive period to file a Chapter 11 plan expired on
Nov. 19, 2007.

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets
and $558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially
all of the Debtors' assets to SeverStal N.A. for $285.5 million.
The asset sale closed on Jan. 30, 2005.


SALANDER-O'REILLY: Sotheby's Wants to Auction 29 Art Pieces
-----------------------------------------------------------
Sotheby's Inc. seeks permission from the U.S. Bankruptcy Court
for the Southern District of New York to sell 29 artworks
in which Salander-O'Reilly Galleries LLC has an interest for
approximately $2,240,000, Bill Rochelle of Bloomberg News reports.

According to Bloomberg, Sotheby's anticipates an auction for the
artworks on Jan. 28, 2008.

A hearing to consider Sotheby's request has been set for
Dec. 6, 2007.

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

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

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


SECURITIZED ASSET: Moody's Lowers Ratings on 41 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 41
tranches and has placed under review for possible downgrade the
ratings of 15 tranches from 8 transactions issued by Securitized
Asset Backed Receivables LLC Trust in 2007.  Additionally, one
downgraded tranche remains on review for possible further
downgrade.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, subprime mortgage
loans.

In its analysis, Moody's has applied its published methodology
updates as of July 13th, 2007 to the non delinquent portion of the
transactions.  Collateral backing these transactions is also
experiencing higher than anticipated rates of delinquency,
foreclosure, and REO relative to credit enhancement levels.

Complete list of Rating Actions:

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR1

  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa1, previously A1,
  -- Cl. M-5, Downgraded to Ba1, previously A2,
  -- Cl. M-6, Downgraded to B1, previously A3,
  -- Cl. B-1, Downgraded to Caa2, previously Baa1,
  -- Cl. B-2, Downgraded to C, previously Baa2.

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR2

  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A3, previously A1,
  -- Cl. M-5, Downgraded to Baa2, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. B-1, Downgraded to B2, previously Baa1,
  -- Cl. B-2, Downgraded to Caa2, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3.

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR3

  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A2, previously A1,
  -- Cl. M-5, Downgraded to Baa1, previously A2,
  -- Cl. M-6, Downgraded to Baa3, previously A3,
  -- Cl. B-1, Downgraded to Ba2, previously Baa1,
  -- Cl. B-2, Downgraded to B1, previously Baa2,
  -- Cl. B-3, Downgraded to Caa2, previously Baa3.

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR4

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Ba1, previously Baa1,
  -- Cl. B-2, Downgraded to Ba3, previously Baa2.
  -- Cl. B-3, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR5

  -- Cl. B-1, Downgraded to Baa2, previously Baa1,
  -- Cl. B-2, Downgraded to Ba1, previously Baa2,
  -- Cl. B-3, Downgraded to B1, previously Baa3.

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-HE1

  -- Cl. A-1 Currently Aaa on review for possible downgrade,
  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Caa1, previously A1,
  -- Cl. M-5, Downgraded to Caa3, previously A2,
  -- Cl. M-6, Downgraded to Ca, previously A3,
  -- Cl. B-1, Downgraded to C, previously Baa1,
  -- Cl. B-2, Downgraded to C, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3,
  -- Cl. A-2C Currently Aaa on review for possible downgrade,
  -- Cl. A-2D Currently Aaa on review for possible downgrade.

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-NC1

  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A3, previously A1,
  -- Cl. M-5, Downgraded to Baa2, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. B-1, Downgraded to B2, previously Baa1,
  -- Cl. B-2, Downgraded to Caa2, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3.

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-NC2

  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Ba1, previously Baa1,
  -- Cl. B-2, Downgraded to Ba2, previously Baa2,
  -- Cl. B-3, Downgraded to B1, previously Baa3.


SOLAR STAMPING: Court Converts Reorganization Case to Chapter 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
has converted Solar Stamping & Manufacturing LLC's chapter 11
reorganization case into one under a chapter 7 liquidation,
Bill Rochelle of Bloomberg News reports.

According to Bloomberg, the Debtor sought for the conversion
after its only customer, General Motors Corp., switched to other
suppliers.

Bloomberg relates that the conversion terminates the $2.3 million
postpetition financing previously offered by GM to the Debtor.

Headquartered in Detroit, Michigan, Solar Stamping and
Manufacturing LLC filed for chapter 11 protection on Aug. 29, 2007
(Bankr. E.D. Mich. Case No. 07-57127).  Jeffrey S. Grasl, Esq. and
Stephen M. Gross, Esq. at McDonald Hopkins, P.L.C. serve as the
Debtor's counsel.  When the Debtor filed for bankruptcy, it listed
assets and debts between $1 million to $100 million.


SOLUTIA INC: Noteholders to Appeal Ruling on Claim
--------------------------------------------------
The Bank of New York, as Indenture Trustee for the 11.25% Senior
Secured Notes due 2009 issued by Solutia Inc. and its
predecessor, takes an appeal to the United States District Court
for the Southern District of New York under 28 U.S.C. Section
158(a) from each and every part of:

   (a) the order of the U.S. Bankruptcy Court for the Southern
       District of New York denying BNY's request for relief from
       the automatic stay, entered Nov. 26, 2007;

   (b) Judge Beatty's November 9 memorandum decision on joint
       motion for partial summary judgment with respect to Claim
       No. 6210, and the November 26 final order granting partial
       summary judgment in favor of the Debtors and the Official
       Committee of Unsecured Creditors regarding the Debtors'
       objection to BNY's Claim No. 6210; and

   (c) Judge Beatty's ruling on BNY's emergency motion for
       reconsideration of the Memorandum Decision on Joint Motion
       for Partial Summary Judgment, issued on November 26.

                    Bankruptcy Court's Ruling

The Debtors's Consensual Plan provides, among other things, that
the  holders of the Debtors' 11.25% senior secured notes will be
paid the allowed amount of their claim in full, in cash on the
effective date.

On Nov. 9, 2007, the Court issued its memorandum decision on
the Debtors', the Official Committee of Unsecured Creditors', and
the 2009 Noteholders' motions for partial summary judgment with
respect to Claim No. 6210, where it concluded, among other
things, that the Claim has a principal balance of $187,400,000.

Bank of New York, as indenture trustee for the 11.25% senior
secured notes due 2009 issued by Solutia Inc., or its
predecessor, filed a motion for reconsideration of the Court's
Memorandum Decision, which was denied.  The Court entered its
final order granting partial summary judgment in favor of the
Debtors and Creditors Committee regarding the Debtors' objection
to Claim No. 6210 on November 26, 2007.

In the final order, the Court allowed Claim No. 6210, (i) the
original issued amount of the 2009 Notes of $181,711,550, and
(ii) the accrued prepetition original issue discount of
$5,666,797.  Pursuant to Section 506(b) of the Bankruptcy Code
these interest on Claim No. 6210 will be allowed:

    -- $21,611,958, the accrued original issue discount from the
       Petition Date through November 9, 2007; and

    -- an amount equal to the number of days from November 9,
       2007 to the effective date of Solutia's Plan multiplied by
       $20,158, the daily accrued original issue discount from
       the Peittion Date from November 9, 2007, through January
       15, 2008; provided that the effective date or the Plan has
       not occurred on or before January 15, until the efective
       date of Solutia Inc's plan will be multiplied by $21,735.

The Court also denied Bank of New York's motion to lift stay.

                        About Solutia Inc.

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

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

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on November 29, the Court confirmed the Debtors' Consensual Plan.
(Solutia Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                         *     *     *

Solutia carries Moody's Investors Service's B1 Corporate Family
Rating and Probability of Default Rating.


SPRINGWOOD CLIFFS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Springwood Cliffs, L.L.C.
             P.O. Box 728
             Otto, NC 28763

Bankruptcy Case No.: 07-20128

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        River Valley Ranch, L.L.C.                 07-20129
        Titan Building Contractors, Inc.           07-20130
        Shane C. Stikeleather                      07-20131

Type of Business: The Debtors builds homes and develops real
                  estate.

Chapter 11 Petition Date: December 3, 2007

Court: Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: David R. Hillier, Esq.
                  Gum, Hillier & McCroskey, P.A.
                  47 North Market Street, P.O. Box 3235
                  Asheville, NC 28802
                  Tel: (828) 258-3368
                  Fax: (828) 252-6721

                            Assets                 Debts
                            ------                 -----
Springwood Cliffs, L.L.C.   $1,140,000             $426,239

River Valley Ranch, L.L.C.  $10,035,000            $1,279,119

Titan Building Contractors, $1 Million to          $1 Million to
Inc.                        $100 Million           $100 Million

Shane C. Stikeleather       $1 Million to          $1 Million to
                            $100 Million           $100 Million

A. Springwood Cliffs, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Macon County Tax Collector     2007 property taxes   $3,898
5 West Main Street             Parcel 07-45554
Franklin, NC 28734

B. River Valley Ranch, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Macon County Tax Collector     2007 property taxes   $3,898
5 West Main Street             Parcel 07-45554
Franklin, NC 28734

C. Titan Building Contractors, Inc's 19 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Supply Mart                                          $109,734
P.O. Box 1417
Clayton, GA 30525

Nantahala Lumber Co.                                 $55,741
P.O. Box 1149
Franklin, NC 28734

Rabuns Sand                                          $24,797
P.O. Box 592
Clayton, GA 30525

Rabun County Bank                                    $48,797

R.B.C. Bankcard                                      $19,000

H.D. Supply                                          $18,773

Interior Construction                                $18,657
Specialist

Northeast Georgia Heating                            $16,177
& Air

A.C./D.C. Electric                                   $15,734

The Home Depot                                       $14,325

Smith Kesler & Co.                                   $13,190

T.I.A.A.-C.R.E.F.                                    $12,560

Gale Insulation                                      $11,368

Innovative Building Concepts                         $10,604

Zickgraf Hardwood Co.                                $9,004

Alvin Johnson                                        $8,689

Seays Farm & Garden                                  $8,683

United Community Bank          Yellow Jacket         $8,000
                               Strawblower-
                               Repossessed

Ferikes & Bleynat                                    $7,449

D. Shane C. Stikeleather's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Supply Mart                                          $109,734
P.O. Box 1417
Clayton, GA 30525

Nantahala Lumber Co.                                 $55,741
P.O. Box 1149
Franklin, NC 28734

Rabuns Sand                                          $24,797
P.O. Box 592
Clayton, GA 30525

Rabun County Bank                                    $48,797

R.B.C. Bankcard                                      $19,000

H.D. Supply                                          $18,773

Interior Construction                                $18,657
Specialist

Northeast Georgia Heating                            $16,177
& Air

A.C./D.C. Electric                                   $15,734

The Home Depot                                       $14,325

Smith Kesler & Co.                                   $13,190

T.I.A.A.-C.R.E.F.                                    $12,560

Gale Insulation                                      $11,368

Innovative Building Concepts                         $10,604

Zickgraf Hardwood Co.                                $9,004

Alvin Johnson                                        $8,689

Seays Farm & Garden                                  $8,683

United Community Bank          Yellow Jacket         $8,000
                               Strawblower-
                               Repossessed

Ferikes & Bleynat                                    $7,449


STANLEY-MARTIN: Moody's Junks Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service lowered the ratings of Stanley-Martin
Communities, LLC, including its corporate family rating to Caa1
from B2 and the senior sub notes rating to Caa2 from B3.  The
ratings outlook is negative.

The downgrade and negative outlook reflect Moody's expectation
that: (i) a housing sector recovery does not begin before well
into 2009 at the earliest, with any recovery likely be very
restrained at the outset, thus prolonging the company's
underperformance on key financial metrics vs. prior expectations;
(ii) the company's cash flow from operations in 2007 will be
negative, and it will be challenging for the company to move into
positive cash flow territory in 2008; (iii) adjusted debt to
capitalization could increase to above 80% in 2008; (iv) even
though the company currently has modest headroom under its
covenants, the cushion could erode very rapidly given the current
industry conditions; and (v) the company's relatively small size
and scale and limited geographic, product and price point
diversity exacerbate the effects of the Washington, DC housing
downturn.

The rating also takes into consideration the company's constrained
liquidity position.  Stanley-Martin's revolver was recently
reduced to $127.5 million from $150 million and at September 30,
2007 only $44.5 million was available.  Moody's projects the
company to utilize its revolving credit facility throughout 2008.

Going forward, the outlook and/or ratings would be pressured if
the company were unable to turn cash flow positive on a trailing
12-month basis by mid-year 2008, if covenant compliance were to
become problematic, or if the company's adjusted debt to
capitalization were to reach 85% in 2008.  The outlook and ratings
could benefit by a strengthening of the company's cash flow
generation and a permanent reduction in its adjusted debt leverage
metric to well below 70%.

These ratings were changed:
  -- Corporate Family Rating lowered to Caa1 from B2;
  -- Probability of Default Rating lowered to Caa1 from B2;
  -- $150 million of senior subordinated notes, due 2015,
     lowered to Caa2 (LGD-5, 79%) from B3 (LGD-5, 77%).

Speculative Grade Liquidity Rating lowered to SGL-4 from SGL-3

Headquartered in Reston, Virginia Stanley-Martin is one of the
largest private homebuilders in the Washington, D.C. metropolitan
area.  The company designs and builds single-family homes and town
homes geared to the entry level and first- and second-time move up
buyers.  Homebuilding revenues for the trailing twelve month
period ended September 30, 2007 were approximately $178 million.


SVI MEDIA: Sept. 30 Balance Sheet Upside-Down by $18.6 Million
--------------------------------------------------------------
SVI Media Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $10.8 million in total assets, $6.0 million in total
liabilities, and $23.4 million in preferred stock, resulting in a
$18.6 million total shareholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $2.6 million in total current
assets available to pay $4.0 million in total current liabilities.

The company reported a net loss of $6.3 million on revenue of
$3.2 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $7.2 million on revenue of $3.7 million in the
same period 12 months ago.

The decrease in revenue resulted primarily from lower VOD content
revenue.

Selling, general and administrative expenses for the third quarter
of 2007 were $3.9 million compared to $4.9 million for the
comparable period of 2006.  The decrease is the result of lower
stock-based compensation and the implementation of restructuring
and cost control initiatives, primarily in the areas of payroll,
consulting and professional services.

As of the end of the third quarter of 2007, the company performed
a goodwill impairment test relating to SVI which resulted in an
impairment to the goodwill of $2.7 million.

For the third quarter of 2007, interest expense was $621,613
compared to $3.3 million for the comparable period in 2006.
Interest expense for third quarter of 2007 includes $103,859 and
$214,445, respectively, of cash-based interest on the company's
outstanding senior secured debt and non-cash interest expense
relating to the accretion of the underlying debt discount.  For
the comparable period in 2006, the company incurred $2.6 million
in loan extension fees and liquidated damages of $341,667.

During the third quarter of 2007, in connection with the Exchange
Transaction, the company recognized a loss on the extinguishment
of debt, preferred stock and creditor settlements of $981,015.
Included in this amount is a loss on extinguishment of debt of
$6.4 million, a gain on the extinguishment of Series A & B
preferred stock of $5.2 million, and gains of $340,152 for the
reduction of certain trade payables.

The company recognized a gain on the extinguishment of its
derivative liabilities of $290,487 during the third quarter of
2007 which resulted from the Exchange Transaction and the
cancellation of the securities underlying the derivative
liabilities.  This compares to income of $15,251 from the change
in the fair value of the derivative liabilities primarily
resulting from decrease in stock price during the third quarter of
2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2605

                       Bankruptcy Warning

Management anticipates its current cash reserves including the
funds received from the Senior Secured Notes will be sufficient to
fund its anticipated operations into December 2007.  The company
said it is currently experiencing issues with paying its vendors
and if additional capital is not obtained by December 2007, the
company may be required to seek bankruptcy relief which can lead
to a liquidation of the company's assets.

                       Going Concern Doubt

McKennon Wilson & Morgan LLP, in Irvine, Calif., expressed
substantial doubt about Oxford Media Inc. nka. SVI Media Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm reported that the company has
incurred losses, has used cash in operating activities and has
significant working capital and stockholders' deficit.

As of Sept. 30, 2007, the company had a working capital deficiency
of $1.4 million and $4.2 million of Senior Secured Notes
outstanding.  In addition, during the three months ended Sept. 30,
2007, the company recorded an impairment on its goodwill
associated with the acquisition of SVI of $2.7 million.

                        About SVI Media

Headquartered in Peoria, Ill., SVI Media Inc. (OTC: SVIA) formerly
Oxford Media Inc., incorporated on Oct. 13, 2003, operated its
businesses through its two subsidiaries, OxfordSVI Inc., and
Creative Business Concepts Inc. during the year ended Dec. 31,
2006.  The company's primary business through OxfordSVI is
providing technology, content and support services for in-room
entertainment and high-speed Internet access to small and medium-
sized hospitality properties.  As part of its operations, the
company has developed a system comprising hardware and software
technology primarily for the delivery of video-on-demand, on a
pay-per-view basis.  On March 8, 2007, the company sold its
Creative Business Concepts Inc. operations.


TABS 2006-5: Moody's Cuts Rating on $950MM Notes to Ba2 from A3
---------------------------------------------------------------
Moody's Investors Service downgraded three classes of notes issued
by TABS 2006-5, Ltd. and left two of these on review for possible
downgrade.  The notes affected by these rating action are:

  (1) $950,000,000 Class A1S Variable Funding Senior
      Secured Floating Rate Notes due 2046

  * Prior Rating: A3 on review for possible downgrade

  * Current rating: Ba2 on review for possible downgrade

  (2) $175,000,000 Class A1J Senior Secured Floating Rate
      Notes due 2046

  * Prior Rating: Baa3 on review for possible downgrade

  * Current rating: Caa2 on review for possible downgrade

  (3) $140,000,000 Class A2L Senior Secured Floating Rate Notes
      due 2046

  * Prior Rating: Ba2 on review for possible downgrade

  * Current rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
October 16, 2007 of an event of default caused by a failure of the
Senior Credit Test to meet the required level, pursuant to Section
5.1(h) of the Indenture dated October 5, 2006.

TABS 2006-5, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to effect the calculation of
overcollateralization.  Thus, the Senior Credit Ratio of Net
Outstanding Portfolio Collateral Balance divided by the sum of
Outstanding Class A1S Funded Amount plus the Remaining Unfunded
Facility Commitment plus the Aggregate Outstanding Amount of the
Class A1J Notes failed to meet the required level.

Upon an event of default in this transaction, a majority of the
controlling class is entitled to exercise certain remedies under
the indenture.  Liquidation of the underlying portfolio is one
possible remedy; however, it is not clear at this time whether the
controlling class will choose to exercise this option.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by the
controlling class.  Because of this uncertainty, the ratings of
the Class A1S Notes and Class A1J Notes remain on review for
possible downgrade pending the receipt of definitive information.


TENNECO INC: Completes Partial Offering of 10-1/4% Senior Notes
---------------------------------------------------------------
Tenneco Inc. has completed its partial tender offer and consent
solicitation for its 10-1/4% Senior Secured Notes due 2013 (CUSIP
880349AD7).

As of midnight, New York City time, on Nov. 30, 2007, the
expiration date, holders of Notes had tendered approximately $474
million principal amount of Notes and Tenneco purchased $230
million principal amount of such Notes, which was the maximum
amount of the offer, or 48.5% of the principal amount of Notes
tendered in the offer.

The total purchase price of the Notes was $250 million, including
$20 million in premiums.  Holders whose Notes were accepted for
purchase were also paid accrued and unpaid interest on their
purchased Notes up to, but not including the payment date.

Banc of America Securities LLC and Citigroup Global Markets, Inc.
served as dealer managers and solicitation agents in connection
with the tender offer and consent solicitation.

                        About Tenneco Inc.

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has approximately
19,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings has placed Tenneco Inc.'s Issuer Default Ratings and
securities ratings on Rating Watch Negative.  Fitch confirmed
these ratings: (i) IDR 'BB-'; (ii) Senior secured bank facility
'BB+'; (iii) Senior secured notes 'BB'; and (iv) Subordinated 'B'.


THOMAS EDWARDS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Thomas A. Edwards
        aka Edward A. Thomas
        3 Kings Way
        Provincetown, MA 02657

Bankruptcy Case No.: 07-17721

Chapter 11 Petition Date: December 3, 2007

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781)729-0187

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


THORPE INSULATION: Futures Representative Wants Fergus as Counsel
-----------------------------------------------------------------
Honorable Charles B. Renfrew, proposed futures representative of
Pacific Insulation Company, debtor-affiliate of Thorpe Insulation
Company, asks the U.S. Bankruptcy Court for the Central District
of California for authority to retain Fergus, A Law Firm, as his
counsel.

Fergus currently represents Mr. Renfrew in connection with In re
Western Asbestos Cases jointly administered and pending in the
U.S. Bankruptcy Court for the Northern District of California,
Judge Tchaikovsky presiding.

Fergus also represents Mr. Renfrew in connection with a J.T.
Thorpe Settlement Trust established in In re J.T. Thorpe, Inc. et
al.

Mr. Renfrew relates that he may, from time to time, request that
Fergus undertake specific matters beyond the limited scope of the
responsibilities of his proposed counsel.  Hence, Mr. Renfrew
seeks authority to include the matters within the scope of Fergus'
employment.

Fergus' customary hourly rate are $655 per hour for Gary Fergus,
Esq., and range from $200 to $400 for associates and $50 to $165
for paraprofessionals.

Mr. Renfrew assures the Court that Fergus does not hold or
represent an interest adverse to the estate.

The Court will hear the matter on Dec. 12, 2007, at 10:00 a.m.

The firm can be reached at:

             Gary S. Fergus, Esq.
             Fergus, A Law Firm
             595 Market Street, Suite 2430
             San Francisco, CA 94105
             Tel: (415) 537-9030
             Fax: (415) 537-9038
             http://www.ferguslegal.com/

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Pacific had asked the Court for permission to appoint Mr. Renfrew
as its futures representative.  Mr. Renfrew will represent future
asbestos claimants.

Mr. Renfew may retain attorneys and other professionals subject to
Court approval.  Compensation of Mr. Renfrew and his retained
professionals will be payable subject to Court approval.

                     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.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.


THORPE INSULATION: Futures Rep Wants Hamilton as Consultant
-----------------------------------------------------------
Honorable Charles B. Renfrew, proposed futures representative of
Pacific Insulation Company, debtor-affiliate of Thorpe Insulation
Company, asks the U.S. Bankruptcy Court for the Central District
of California for authority to retain Hamilton, Rabinovitz &
Associates as his expert consultants.

Mr. Renfew relates that he requires the services of an expert who
can provide an opinion with respect to the number and severity of
anticipated future claims based upon the unique history of the
company, its prior claiming history and peer reviewed
epidemiological studies.  Without this advice, it is not possible
for the futures representative to evaluate whether any proposed
plan of reorganization will provide "reasonable assurances that
the trust will value, and be in a financial position to pay,
present claims and future demands that involve similar claims in
substantially the same manner."

Specifically, Hamilton Rabinovitz will:

   a. provided consultation with respect to estimation of the
      number and value in total and by disease of present and
      future asbestos related claims;

   b. develop financial models of the assets of, administration of
      and payments by a claims resolution trust;

   c. analyze and respond to issues relating to notice procedures
      concerning asbestos related claimants and assisting in the
      development of such notice procedures;

   d. assess proposals made by other parties, including proposals
      from the Debtors and the Committees regarding, inter alia,
      the estimation of claims and or the formulation and cost of
      a claims resolution trust pursuant to Section 524(g) of the
      Bankruptcy Code;

   e. assist the futures representative in negotiations with the
      Debtors and other parties in interest regarding the
      foregoing;

   f. render expert testimony as required by the futures
      representative;

   g. assist the futures representative in the preparation of
      testimony or reports he wishes or is required to make and in
      the evaluation of reports and testimony by other experts and
      consultants;

   h. obtain all previously filed public data regarding
      estimations against other defendants in asbestos related
      proceedings;

   i. analyze and evaluate other ongoing asbestos related
      litigation, including, if necessary, tobacco related
      litigation; and

   j. render other advisory services as may be requested by the
      futures representative from time to time.

Hamilton Rabinovitz will charge at these rates:

            Designation             Rate
            -----------             ----
            Senior Partners         $625
            Managing Directors      $550
            Principals              $400
            Directors               $350
            Managers                $325
            Senior Analysts         $250
            Analysts                $200
            Research Associates     $100

Hamilton Rabinovitz bills mediations, arbitrations, depositions,
Securities and Exchange expert testimony, and trial testimony at
one hour and a half.

The professionals who will primarily render services for the
futures representative are Dr. Francine Rabinovitz whose current
hourly rate is $625, Robert Sims who bills at an hourly rate
of $550, and Paul Honig at $325 per hour.

The futures representative assures the Court that Hamilton
Rabinovit is a disinterested person and does not hold or represent
an interest adverse to the Debtors, their estate, their creditors,
and other parties-in-interest.

The firm can be reached at:

             Francine F. Rabinovitz
             Hamilton, Rabinovitz & Associates
             26384 Carmel Rancho Lane, Suite 202
             Carmel, California 93923
             Tel: (831) 626-1350
             Fax: (831) 622-1351
             http://www.hra-inc.com/

The Court will hear the matter on Dec. 12, 2007, at 10:00 a.m.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Pacific had asked the Court for permission to appoint Mr. Renfrew
as its futures representative.  Mr. Renfrew will represent future
asbestos claimants.

Mr. Renfew may retain attorneys and other professionals subject to
Court approval.  Compensation of Mr. Renfrew and his retained
professionals will be payable subject to Court approval.

                     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.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.


TRUMP ENTERTAINMENT: Earns $6.6 Million in Quarter Ended Sept. 30
-----------------------------------------------------------------
Trump Entertainment Resorts, Inc. reported its results for the
quarter ended Sept. 30, 2007.

The company reported net income of $6.6 million on $365.9 million
revenues for the quarter ended Sept. 30, 2007, compared to net
income of $5.8 million on $378.2 million revenues for the same
quarter last year.

"We are pleased that we were able to achieve stable financial
results during the quarter compared to last year despite the
challenges the Atlantic City gaming market is currently facing,
which led to a 6.2% marketplace decline in gross gaming revenue
during the quarter," Mark Juliano, Chief Executive Officer of the
Company, said.  "We are working diligently to further improve our
business in this changing marketplace, and we are pleased with the
positive results from the Taj Mahal and Plaza resulting from
efforts under our strategic operating plan.  The Marina has been
disproportionately impacted by the increased competition and, as a
result, we are currently taking aggressive steps by dedicating
additional resources to improve the Marina's performance."

The company reported, as of Sept. 30, 2007, it had cash and cash
equivalents of $89.1 million, excluding $85.5 million of cash
which is restricted to fund the new tower under construction at
the Taj Mahal.  Total debt increased by $160.0 million since
Dec. 31, 2006 to $1.5 billion at Sept. 30, 2007, principally due
to borrowings under the company's delayed draw term loan, which is
being used to fund construction of the Taj Mahal tower.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $2.4 billion and total liabilities of $2.0 billion, resulting
in a stockholders' equity of $399.8 million.  Equity at Dec. 31,
2006, was $412.7 million.

Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts
Inc. now known as Trump Entertainment Resorts Inc. (Nasdaq: TRMP)
-- http://www.trumpcasinos.com/-- through its subsidiaries, owns
and operates four properties and manages one property under the
Trump brand name.  The company and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on Nov. 21, 2004 (Bankr. D. N.J.
Case No. 04-46898 through 04-46925).  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005.
The Plan took effect on May 20, 2005.

                          *     *     *

Trump Entertainment Resorts Inc.'s 8.5% Senior Secured Notes due
2015 hold Standard & Poor's Rating Services' B rating and Moody's
Investors Service's Caa1 rating.


TRUMP ENTERTAINMENT: CFO & EVP Dale Black To Resign on Dec. 14
--------------------------------------------------------------
Trump Entertainment Resorts Inc. disclosed on Dec. 3, 2007, that
Dale R. Black, Executive Vice President and Chief Financial
Officer of the company had resigned from his position with the
company to accept a similar position with another gaming and
entertainment company.  Mr. Black's resignation will become
effective on or about Dec. 14, 2007.

The company will identify potential succession candidates for the
position of Chief Financial Officer.

Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts
Inc. now known as Trump Entertainment Resorts Inc. (Nasdaq: TRMP)
-- http://www.trumpcasinos.com/-- through its subsidiaries, owns
and operates four properties and manages one property under the
Trump brand name.  The company and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on Nov. 21, 2004 (Bankr. D. N.J.
Case No. 04-46898 through 04-46925).  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005.
The Plan took effect on May 20, 2005.

                          *     *     *

Trump Entertainment Resorts Inc.'s 8.5% Senior Secured Notes due
2015 hold Standard & Poor's Rating Services' B rating and Moody's
Investors Service's Caa1 rating.


UAP HOLDING: Selling Stake to Agrium Inc. Through Tender Offer
--------------------------------------------------------------
UAP Holding Corp. and Agrium Inc. have entered into a definitive
agreement for Agrium to acquire UAP.  Under the terms of the
agreement, a subsidiary of Agrium will commence a tender offer to
purchase all of the outstanding common stock of UAP for $39 per
share in cash for an aggregate transaction value of approximately
$2.65-billion, including an estimated $487-million of assumed
debt.

The all cash purchase price represents a 27% premium over the
volume weighted-average trading price for UAP shares on the NASDAQ
for the 20 trading days ended Nov. 30, 2007, and a premium of 30%
over the closing price of $29.91 per share on that date.

The boards of directors of both companies have unanimously
approved the agreement, and the UAP board of directors has
unanimously recommended that the UAP shareholders accept the
tender offer.

"The addition of UAP's business to our own Retail operations is an
excellent strategic fit for Agrium and a significant step in our
strategy of continuing to grow and transform the company," Mike
Wilson, president and CEO of Agrium, said.  "The acquisition will
significantly expand our geographic base and our product
diversity, and will offer an opportunity to leverage strengths of
both companies."

"We believe the transaction will enable Agrium to capitalize on
the strong outlook for agriculture markets and will allow us to
deliver value to both our shareholders and our customers,"
Mr. Wilson added.  "It increases the scale and size of our
business, further enhances stability of our earnings profile and
strengthens Agrium's ability to serve and grow its customer base.
A key factor to our success will be drawing from the extensive
experience of employees from both organizations."

"We anticipate we will be able to generate annual synergies of
approximately $115-million by 2010, with a majority of this
captured in 2009," Mr. Wilson continued.  "We expect that these
synergies will be achieved primarily by improved margins on all
three crop input product groupings, largely through enhanced
purchasing efficiencies.  This acquisition is expected to be
slightly accretive on an earnings per share basis in the first
year and significantly accretive thereafter.  Agrium has committed
bridge and term loan financing in place to fund the acquisition
and our plan is to arrange financing of $1.25-billion in equity,
with the balance in public and bank term debt to replace the
bridge loan."

"This transaction represents an extraordinary opportunity for our
shareholders, customers, and employees," Kenny Cordell, CEO and
president of UAP, said.  "Agrium is well respected in the industry
and we believe that the combination of the two organizations will
allow for an improved product offering and new services and
technologies to be delivered to a broader range of customers."

Agrium noted these key benefits of the transaction:

   -- creates a retailer of crop inputs and services, with
      broader geographic coverage as a result of combining the
      complementary footprints of Agrium and UAP;

   -- expected annual synergies of approximately $115-million,
      with approximately $20-million in 2008, approximately
      $80-million in 2009 and approximately $115-million in
      2010 and beyond;

   -- combined retail earnings before interest, income taxes,
      depreciation and amortization or EBITDA of $417-million
      for the last twelve months excluding synergies, and
      approximately $532-million in Retail EBITDA on a combined
      basis for the last twelve months including the
      approximately $115-million in expected annual synergies;

   -- supports Agrium's strategy of investing through the value
      chain, diversifying geographically and expanding Agrium's
      stable earnings base profile;

   -- expands Agrium's Retail business model to incorporate a
      mid-tier service, higher-volume business;

   -- combined total Retail sales of over $5.2-billion and
      combined sales of almost $8-billion on a company wide
      basis on a last twelve month basis;

   -- provides Agrium's Retail business with 265 proprietary
      and private label brands and more than doubles Agrium's
      seed business.  Seed sales have grown by over 16% per
      year for both Agrium and UAP over the past three years;

   -- provides a platform to support Agrium's future growth.

The tender offer is expected to commence no later than Dec. 10,
2007, and completion of the tender offer is subject to customary
conditions, including that shares representing at least a majority
of the UAP common stock on a fully diluted basis are validly
tendered into the offer, and that customary regulatory approvals
are obtained.

After completion of the tender offer, UAP will engage in a second-
step merger with the subsidiary of Agrium, pursuant to which each
share of outstanding UAP common stock not tendered in the tender
offer will be converted into the right to receive $39 in cash.
Upon completion of the merger, UAP will become a wholly-owned
subsidiary of Agrium.  The parties expect to complete the
transaction in early 2008.

Agrium has engaged RBC Capital Markets as financial advisor and
Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP in connection with the transaction.

UAP has engaged J.P. Morgan Securities Inc. as financial advisor
which provided a fairness opinion on the transaction, and
Wachtell, Lipton, Rosen & Katz as legal counsel in connection with
the transaction.

                        About Agrium Inc.

Headquartered in Calgary, Alberta, Agrium Inc. (TSX: AGU) (NYSE:
AGU) -- http://www.agrium.com/-- is a retail supplier of
agricultural products and services in both North and South America
and a producer and marketer of agricultural nutrients and
industrial products.  Agrium produces and markets three primary
groups of nutrients: nitrogen, phosphate and potash well as
controlled release fertilizers and micronutrients. Agrium's
strategy is to grow through incremental expansion of its existing
operations and acquisitions as well as the development,
commercialization and marketing of new products and international
opportunities.

                     About UAP Holding Corp.

Headquartered in Greeley, Colorado, UAP Holdings Corp.
(NASDAQ:UAPH) -- http://www.uap.com/-- is the holding company of
United Agri Products Inc., an independent distributor of
agricultural and non-crop products in the United States and
Canada.  United Agri Products Inc. markets products, including
chemicals, fertilizer, and seed to farmers, commercial growers,
and regional dealers.  United Agri Products also provides an array
of value-added services, including crop management, biotechnology
advisory services, custom fertilizer blending, seed treatment,
inventory management, and custom applications of crop inputs.
United Agri Products maintains a network of approximately 370
distribution and storage facilities and three formulation plants,
located in crop-producing areas throughout the United States and
Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating UAP Holding Corp. to 'BB-' from 'B+'.  The outlook is
stable.


UAP HOLDING: $2.65 Bil. Agrium Deal Cues Moody's Ratings Review
---------------------------------------------------------------
Moody's Investors Service placed the ratings (Ba3 CFR) of UAP
Holdings Corp.'s subsidiary, UAP Agri Products Inc., under review
for possible upgrade.

At the same time, Moody's placed Agrium Inc.'s Baa2 senior
unsecured rating under review for possible downgrade.

The reviews were prompted by the recent announcement that the two
companies have entered into a definitive agreement, whereby a
wholly-owned subsidiary of Agrium will acquire all of the
outstanding shares of UAP at a price of $39 per share for an
aggregate acquisition cost of $2.65 billion, including
$487 million of debt at UAP.  The acquisition will be funded by a
committed bridge financing on an interim basis and a plan to
arrange financing of $1.25 billion in equity, with the balance in
public and bank term debt.  The transaction remains subject to a
number of approvals, including regulatory and shareholder.

Moody's believes the conclusion of Agrium's review is likely to
result in an affirmation of its Baa2 ratings should the
transaction close on the terms announced.  UAP's review for
possible upgrade reflects the potential benefit that is expected
to accrue at UAP as a result of the acquisition.  Moody's believes
UAP's debt may be repaid in full, resulting in a potential ratings
withdrawal upon acquisition close in the first quarter of 2008.

The following factors were considered by Moody's in reaching its
preliminary judgment that the current rating will remain unchanged
if the transaction concludes as expected.  The transaction will
improve Agrium's business profile by adding scale, broader
diversification, purchasing power, and stability to earnings.
Despite the initial rise in debt to fund the acquisition, Moody's
expects management will maintain its historically conservative
financial policies and investment discipline.  Specifically,
Moody's expects the company to reduce leverage and that its
Adjusted Debt-to-Capital ratio will be below 40% within the next
12 to 18 months.  Moody's notes the increased reliance on retail
sales that results from the acquisition of UAP will likely weaken
EBITDA margin to the low-to-mid teens.  Additional nitrogen
fertilizer supply and volatile natural gas costs could also
pressure margins in Agrium's wholesale business.  Moody's,
however, still favorably views the company's selling price
advantage in the Pacific Northwest relative to the vast majority
of North American ammonia producers.  In addition, the transaction
is consistent with Agrium's operating strategy and will create the
largest North American agricultural distributor while enhancing
margin stability.

Conversely, the transaction involves substantial execution risk
and a reduction in financial flexibility when other recent
acquisitions are considered on a combined basis.  Specifically,
Moody's believes the company will be challenged with blending
different retail business philosophies together.  Agrium operates
a value added services business model whereas UAP manages a low
service, high volume model.  Furthermore, Moody's expects weak
cash flow generation over the next two years due to equity capital
contributions for the joint venture nitrogen facility (EAgrium) in
Egypt.  The company will not achieve returns on the non-recourse
financing project until after the completion of the facility in
2010.  With respect to UAP, management has experienced successive
quarters of deteriorating working capital performance.  The
agricultural market has undergone product mix changes as farmers
take advantage of ethanol demand by devoting additional acreage to
corn at the expense of other crops, such as cotton, which require
more agricultural chemicals.  Moody's will continue to monitor
UAP's working capital trends during the integration efforts.

The review will focus on the final financing arrangements for the
acquisition, the strategic fit of the two companies, regulatory
approvals, and the level of cash flow that can be generated to
meaningfully reduce debt in a reasonable fashion given the
cyclicality and price volatility of the company's agricultural
products.  The timing of the transaction will be executed in an
environment where industry fundamentals are very favorable.
Recent low levels of grain stock have led to an increase in grain
prices.  High demand levels due to higher protein consumption
(primarily in Asia), expectations of increased corn acreage and
crop input use, and ethanol demand represent key drivers for a
favorable outlook for both Agrium's wholesale and retail
businesses.  Currently, crop yields, planted acreage, and farm
income are at record levels as strong supply/demand dynamics
within Agrium's product lines will help generate robust credit
metrics over the intermediate term.  The company has indicated
that it anticipates generating roughly $115 million in synergies
by 2010.  The likelihood of and time frame in which these
synergies can be achieved will also be considered under the
review.

On review for possible downgrade:

Issuer: Agrium, Inc.

  -- Senior unsecured notes and debentures at Baa2;

On review for possible upgrade:

Issuer: United Agri Products, Inc. Ba3

  -- PDR: Ba3
  -- Gtd Sr Sec Revolving Credit Facility due 2011, Ba1 (LGD2,
     17%)
  -- Gtd Sr Sec Term Loan due 2012, Ba3 (LGD3, 45%)

Agrium Inc., headquartered in Calgary, Alberta, Canada, is a
leading global producer and marketer of agricultural nutrients and
industrial products and a major retail supplier of agricultural
products and services in both North and South America.  Agrium
produces and markets three primary groups of nutrients: nitrogen,
phosphate and potash as well as controlled release fertilizers and
micro-nutrients.

UAP serves over 100,000 customers in major crop producing areas of
North America and is the largest independent distributor of
agricultural inputs in the U.S. and Canada.


UNIVERSAL ENERGY: Posts $4,319,107 Net Loss in Third Quarter
------------------------------------------------------------
Universal Energy Corp. reported a net loss of $4,319,107 on $-0-
of revenues for the third quarter ended Sept. 30, 2007, compared
with a net loss of $38,269 on $-0- of revenues in the same period
last year.  Results for the third quarter ended Sept. 30, 2007,
includes, in addition to total operating expenses of $746,236, a
non-operating expense of $3.6 million.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4,785,526 in total assets, $2,647,834 in total liabilities, and
$2,137,692 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $327,545 in total current assets
available to pay $1,583,678 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?2601

                       Going Concern Doubt

Tedder, James, Worden & Associates P.A., in Orlando, Fla.,
expressed substantial doubt about Universal Energy Corp.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing frim reported that the company has incurred
net losses and negative cash flows from operations since
inception.

Since inception, the company has funded its operations primarily
from private placements of its common stock and debt issuances.
As of Sept. 30, 2007, although the company has completed the
drilling and is currently completing production of certain well,
it is still considered to have no proved reserves.  From inception
to Sept. 30, 2007, the company has accumulated losses of
approximately $8.4 million and expects to incur further losses in
the development of its business.

                      About Universal Energy

Headquartered in Lake Mary, Fla., Universal Energy Corp. (OTC BB:
UVSE) is an independent energy company engaged in the acquisition
and development of crude oil and natural gas leases in the United
States and Canada.  The company's minority working interests in
drilling prospects currently consist of land in Alberta, Canada,
Louisiana and Texas.


VERIFONE HOLDINGS: To Restate Financial Statements in Prior Qtrs.
-----------------------------------------------------------------
VeriFone Holdings Inc. disclosed Monday that following a review by
and on the recommendation of management, it has concluded that its
unaudited interim consolidated financial statements for the three
months ended Jan. 31, 2007, the three and six months ended
April 30, 2007, and the three and nine months ended July 31, 2007,
should no longer be relied upon, principally due to errors in
accounting related to the valuation of in-transit inventory and
allocation of manufacturing and distribution overhead to
inventory, each of which affects VeriFone's reported costs of net
revenues.

The restatements are anticipated to correct errors that overstated
previously reported inventories in material amounts as of Jan. 31,
2007, April 30, 2007, and July 31, 2007, and understated cost of
net revenues in material amounts for the three month periods ended
Jan. 31, 2007, April 30, 2007, and July 31, 2007.  Accordingly,
the company cautioned investors not to rely on its historical
financial statements and earnings press releases and similar
communications for the periods ended Jan. 31, 2007, April 30,
2007, and July 31, 2007.

Based on its review to date, management currently anticipates that
the restatement will result in reductions to previously reported
inventories of approximately $7.7 million, $16.5 million and
$30.2 million as of Jan. 31, 2007, April 30, 2007, and July 31,
2007, respectively, and reductions to previously reported pre tax
income of approximately $8.9 million, $7.0 million and
$13.8 million for the three month periods ended Jan. 31, 2007,
April 30, 2007 and July 31, 2007, respectively.  VeriFone is
currently evaluating the anticipated effect of the restatement on
after-tax income for those periods.

The company said that these estimates include corrections of other
unrelated errors detected in the course of VeriFone's review to
date, are based on currently available information and are subject
to change during the course of the company's restatement process.
While VeriFone is not currently aware of other accounting errors
requiring adjustment to any prior period financial statements,
there can be no assurances that VeriFone or its independent
registered public accounting firm will not find additional
accounting errors requiring further adjustments in those or
earlier periods.

VeriFone today also announced that it expects to report total
revenues for the three and twelve months ended Oct. 31, 2007, of
approximately $238 million and $904 million, respectively.
VeriFone's management and the Audit Committee of its Board of
Directors have determined to delay the release of full fourth
quarter 2007 financial results that were scheduled to be released
on Dec. 6, 2007, pending completion of the assessment of these
errors and the restatements.

"I am very disappointed to have to bring you this news and am
committed to ensuring that we promptly and thoroughly remedy this
situation and move forward with the business of delivering value
to our shareholders.  I am committed to regaining your confidence
in VeriFone," said Douglas G. Bergeron, chairman and chief
executive officer.

VeriFone concluded that a restatement of its interim unaudited
financial statements is required as a result of an internal review
of in-transit inventory balances conducted in preparation for
VeriFone's fiscal 2007 audit.  In reaching the conclusion to
restate its financial results, VeriFone's management and the Audit
Committee discussed the matters described in this press release
with VeriFone's independent registered public accounting firm.

Upon completion of its assessment of these errors, VeriFone
intends to file amended Quarterly Reports on Form 10-Q for the
periods described above that will restate the previously issued
financial statements included therein.  VeriFone currently
estimates that it will file these amended quarterly reports,
together with its Annual Report on Form 10 K for the fiscal year
ended Oct. 31, 2007, in January 2008.  However, VeriFone cannot be
certain how much time will ultimately be required for it to
complete the restatement process.

                   About VeriFone Holdings Inc.

Headquartered in San Jose, Calif., VeriFone Holdings Inc. (NYSE:
PAY) -- http://www.verifone.com/-- provides secure electronic
payment solutions.  VeriFone provides expertise, solutions and
services that add value to the point of sale with merchant-
operated, consumer-facing and self-service payment systems for the
financial, retail, hospitality, petroleum, government and
healthcare vertical markets.

                          *     *     *

Verifone Holdings Inc. still carries Moody's Moody's Investors
Service 'B1' long term corporate family rating.  Rating Outlook is
Stable.


VESCOR DEVELOPMENT: U.S. Trustee Can Appoint Chapter 11 Trustee
---------------------------------------------------------------
The Honorable Mike K. Nakagawa of the United States Bankruptcy
Court for the District of Nevada agreed to the appointment of a
Chapter 11 trustee in Vescor Development LLC and its debtor-
affiliates' bankruptcy cases.

Judge Nakagawa has yet to name a Chapter 11 trustee for the
Debtors' cases.

On Oct. 10, 2007, Sara L. Kistler, the United States Trustee for
Region 17, asked the Court to appoint a Chapter 11 Trustee to
serve in the Debtors' jointly administered bankruptcy cases
instead of converting the Debtors bankruptcy case into a Chapter 7
liquidation proceeding.

The U.S. Trustee told the Court that Val E. Southwick, the
managing member of the Debtors, refused to answer certain
questions in regard to the Debtors' management operations,
financial affairs and transaction with related entities.

In addition, Mr. Southwick, the U.S. Trustee said, invoked his
right to avoid self-incrimination under the fifth amendement to
the U.S. Constitution.

As a result, the U.S. Trustee and other parties in interest are
unable to evaluate the status of the Debtors' financial condition
to date.

                    About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered its
reorganization plan and disclosure statement in January 2007,
whereby they planned to pay its general unsecured creditors in
full.  The Court confirmed that plan on March 20, 2007, with a
condition to retain a qualified chief restructuring officer.


WATERFORD EQUITIES: Wants to Hire Moses & Singer as Counsel
-----------------------------------------------------------
Waterford Equities LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Connecticut for
permission to employ Moses & Singer LLP as their counsel.

Moses & Singer will:

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

   b) assist the Debtors in maximizing the value of their assets
      for the benefit of all creditors and other parties in
      interest;

   c) pursuing confirmation of a plan or plans of reorganization
      of the Debtors and approval of any associated disclosure
      statement;

   d) commencing and prosecuting any and all necessary and
      appropriate actions or proceeding on behalf of the Debtors
      and their estates;

   e) prepare on the Debtors' behalf all necessary and desirable
      applications, motions, answers, orders, reports and other
      legal papers;

   f) appear in Court to protect the interests of the Debtors and
      their estates;

   g) assist and advising the Debtors with respect to general
      corporate, securities and bankruptcy issues relating to
      these Chapter 11 cases;

   h) peform all other legal services for the Debtors which may be
      necessary and proper in these Chapter 11 cases and in the
      Debtors general business operations and financial affairs.

The firm's professionals and their compensation rates are:

      Professional                Designation      Hourly Rate
      ------------                -----------      -----------
      Alan Kolod, Esq.              Partner            $750
      Alan Gamza, Esq.              Partner            $585
      Mark Parry, Esq.              Partner            $625
      Philippe Zimmerman, Esq.      Partner            $450
      Andrew P. Lederman, Esq.      Counsel            $450
      Declan M. Butvick, Esq.      Associate           $415
      Christopher R. Gresh, Esq.   Associate           $235
      Don Kick                     Paralegal           $200
      Nova Constantino             Paralegal           $200

Alan Kolod, Esq., a partner of the firm, assures the Court that
the firm is a "disinterseted person" as defined in Section 101(14)
of the Bankruptcy Code.

Mr. Kolod can be reached at:

      Alan Kolod, Esq.
      Moses and Singer LLP
      The Chrysler Building
      405 Lexington Avenue
      New Yor, NY 10174
      Tel: (212) 775-7800

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).  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 Wiggin and Dana as Special Counsel
-----------------------------------------------------------
Waterford Equities LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Connecticut for
permission to employ Wiggin and Dana LLP as their special counsel.

Wiggin and Dana will represent the Debtors in connection with
their operations, including, corporate, bankruptcy court and
regulatory matters, as well as health care insolvency and
receivership proceedings.

The firm's current professionals designated to represent the
Debtors and their hourly rates are:

     Professionals                  Hourly Rates
     -------------                  ------------
     James I. Glasser, Esq.             $450
     Joseph Martini, Esq.               $450
     P. Maureen Weaver, Esq.            $395
     Sharyn B. Zuch, Esq.               $395
     Bethany L. Appleby, Esq.           $350
     Alyssa B. Cunningham, Esq.         $260
     Joseph Gillis                      $195
     Gisele Roemer                      $165
     Ryan W. Lamanna                    $145

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

Ms. Zuch can be reached at:

     Sharon B. Zuch, Esq.
     Wiggin and Dana LLP
     One City Place
     185 Asylum Street
     Hartford, CT 06103
     Tel: (860) 297-3715

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).  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.


WILLIAM LYON: Negative Cash Flow Cues Moody's Ratings Downgrades
----------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of William
Lyon Homes, including the company's corporate family rating to
Caa1 from B2 and senior notes ratings to Caa2 from Caa1.  The
ratings outlook is negative.

The downgrade and negative outlook reflect Moody's expectation
that: (i) homebuilding does not begin to recover before well into
2009 at the earliest, with any recovery likely be very restrained
at the outset, thus prolonging the company's underperformance on
key financial metrics vs. prior expectations; (ii) William Lyon's
cash flow from operations will be sharply negative in 2007, with a
reversal into positive cash flow territory in 2008 difficult to
achieve because of its inability to date to reduce actual
inventories (after adjustment for impairments and option
abandonments), iii) the company will be unprofitable for all of
2008, even before charges; (iv) the company will need to rely on
its $560 million credit facilities all through 2008; (v) the
company's adjusted debt leverage is projected to remain above 65%
throughout 2008; and (vi) the company may need to seek additional
covenant relief as it has only modest cushion of approximately $58
million under its tangible net worth covenant.

Going forward, the outlook and/or ratings would be pressured if
the company were not able to turn cash flow positive on a trailing
12-month basis by mid-year 2008, if covenant compliance became
problematic, or if the company's adjusted debt to capitalization
reached 85% in 2008.  The outlook and ratings could benefit if
Moody's were to project that William Lyon will generate
substantial positive cash flow from operations in 2008 and use the
cash flow to pay down a meaningful amount of debt.

These ratings were changed:
  -- Corporate Family Rating lowered to Caa1 from B2;
  -- Probability of Default Rating lowered to Caa1 from B2;
  -- Senior Subordinated Notes, lowered to Caa2 (LGD-5, 82%)
     from Caa1 (LGD-5, 80%).

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated homebuilding revenues for the last twelve months
ended September 30, 2007 were $1.1 billion.


WILLIAM WORTHY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: William Madison Worthy, II
        aka William Madison Worthy
        P.O. Box 462
        Isle of Palms, SC 29451

Bankruptcy Case No.: 07-06712

Chapter 11 Petition Date: December 3, 2007

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: D. Nathan Davis, Esq.
                  Davis Law Firm
                  1124 Sam Rittenberg Boulevard
                  Suite 8
                  Charleston, SC 29407
                  Tel: (843) 571-4042
                  Fax: (843) 763-5619

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

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


XEROX CORP: Names New Senior Leadership in North America
--------------------------------------------------------
Xerox Corporation disclosed the appointment of two seasoned
executives to its North American senior management team.  Doug
Lord has been named president of Xerox's U.S. Solutions Group, and
Kevin Warren will now lead Xerox Canada, Ltd.

Mr. Lord, previously head of Xerox Canada, moves to the U.S. to
lead Xerox's direct sales force that markets and sells Xerox's
systems and services across the country.  He replaces Michael
Brannigan, who is retiring from Xerox after a 35-year career with
the company.  Mr. Lord brings a strong sales orientation to the
role with more than 30 years of Xerox experience not only in sales
management but also in marketing, human resources, supply chain
and customer service.

A 23-year veteran of Xerox, Kevin Warren assumes the role of
president, chairman and CEO of Xerox Canada, leading a team of
4,200 employees who deliver annual revenue of more than $1.2
billion. Warren previously led the team responsible for the
transition of Xerox's acquisition of Global Imaging Systems.  He
has a strong background in direct sales and sales management,
previously serving as head of Xerox's U.S. Eastern Sales
Operations.

Xerox also announced the retirement of Emerson Fullwood, chief
marketing officer, Xerox North America.  Mr. Fullwood began his
Xerox career in 1972 and has held a number of marketing and sales
leadership positions throughout the company.

"A company's success is often defined by its leaders who are on
the front line, serving as champions for their people and their
customers," said Jim Firestone, executive vice president and
president, Xerox North America.  "During their more than three
decades with Xerox, Mike and Emerson exemplified values-based,
results-driven leadership.  We will always appreciate their
contributions to our company.  They have paved the way for the
next generation of Xerox leadership, including Kevin and Doug, to
accelerate Xerox's growth and continue building value for our
stakeholders."

The appointments are effective January 1.  Both Messrs. Lord and
Warren report to Mr. Firestone.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.   The company maintains operations in France,
Japan, Italy, Nicaragua, among others.

                          *     *     *

Xerox Corp. holds Fitch Ratings' BB preferred stock rating to
date.


YOUR BLACK MUSLIM: NCK LLC Wins Auction With $1,052,000 Offer
-------------------------------------------------------------
NCK LLC won a bid Wednesday to buy Your Black Muslim Bakery's
building and now awaits approval of a sale deal from the Honorable
Edward Jellen of the U.S. Bankruptcy Court of Oakland, California,
Josh Richman writes for Inside Bay Area.

NCK, operator of an institution for HIV/AIDS victims, placed a bid
of $1,052,000, which won over Paulette Arbuckle, a bakery operator
who bid at $1,051,000, Inside Bay Area relates.

Both bidders, NCK and Ms. Arbuckle will be considered by Judge
Jellen at a sale hearing, Inside Bay Area adds.

                         About NCK LLC

Oakland-based NCK LLC began in 1987 as a Catholic agency providing
pastoral care, meals and massages to HIV/AIDS patients.  It is
currently a nondenominational organization providing a wide range
of services \u2014 from food to counseling to acupuncture \u2014
to those living with HIV/AIDS and other maladies.   Kurt Zimmerman
represented NCK at a bid to buy Your Black Muslim Bakery's
building.  NCK plans to use the auctioned building for its Vital
Life Services, formerly the Center for AIDS Services, which
currently rents a space 5720 Shattuck Ave. in Oakland.

                About Your Black Muslim Bakery

Your Black Muslim Bakery -- http://www.ybmb.com/-- is located at
5832 San Pablo Avenue in Oakland, California.  Your Black Muslim
Bakery was founded by Yusuf Bey. His business ventures over time
also included a security company, dry-cleaning stores and other
entities.

In 1994, Yusuf Bey's 21-year-old son was gunned down.  Yusuf Bey
died in 2003 while charged with 27 counts in the alleged rapes of
four girls under age 14.  His successor, Waajid Aljawaad Bey, was
found in a shallow grave in the Oakland Hills in 2004.  Then the
next CEO, Antar Bey, was gunned down in a 2005 carjacking attempt.
Yusuf Bey IV assumed the business before being arrested for
vandalizing.

Yusuf Bey IV filed for Chapter 11 protection on Oct. 24, 2006
(Bankr. N.D. Calif. Case No. 06-41991) after his family lost
control over the business due to violence and civil cases filed
against them.  Fayedine Coulter, Esq., represents the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed total assets of $1,850,000 and total debts of $900,000.

Judge Edward Jellen in August 2007 ordered the business liquidated
to satisfy its creditors after Bey IV missed to file reports and
pay fees.  Eric Nyberg, Esq., represents bankruptcy trustee, Tevis
Thompson.


* Euler Hermes Says Credit Index Shows Economic Contraction
-----------------------------------------------------------
Amid fears that the nation's economy is headed for recession,
a major credit index showed economic contraction in the
manufacturing and service sectors for the first time in five
years.  According to analysis from leading trade credit insurer
Euler Hermes ACI, a potent combination of negative economic
factors could lead the Federal Reserve to once again lower
interest rates in an attempt to revive the sharply slowing
economy.

In his monthly commentary regarding a national survey of credit
managers in the manufacturing and service sectors, Euler Hermes
ACI Chief Economist Daniel C. North said the survey data showed a
decline for the third straight month in the manufacturing and
service sectors.  "Although the drop was relatively small, six of
the 10 index components fell, leaving five components below the
50 level - this indicates economic contraction," said North.
"This is the first time that there have ever been more than four
components indicating contraction since the inception of the index
in 2002, and it could well be a harbinger of things to come."

To explain the reason for the continually deteriorating business
conditions, North continued to point to a number of negative
headwinds facing the U.S. economy.  "Gasoline prices are high,
housing prices are low, the dollar is crumbling, consumer
confidence is plummeting, holiday sales have been mixed at best,
credit is drying up, bankruptcies and foreclosures are on the
rise, the employment situation is decaying, and conditions in
the housing industry are getting worse," he said.

"It is a potent combination which could lead the economy into a
recession in the first half of next year." However, he conceded
that both the economy and the nation's business environment have
remained resilient so far, but "cracks are starting to show, and
the Fed will almost certainly cut the Fed Funds rate again at its
December 11th meeting in an effort to forestall a recession."
And, in all likelihood, North believes the Fed will have to
continue to cut the Fed Funds rate well into 2008, perhaps as
low as 3.5%.

North said the manufacturing sector manufacturing sector
fell slightly in November, with bankruptcies plummeting 7.9% -
the second largest drop on record.  "The bright spot of the
manufacturing report was that the sales component erased all of
last months 5.2% fall," he said.  As has been the case for months
now, comments from the survey participants were mostly about the
terrible conditions in the housing market, but this month North
commented that "there are some unhappy comments from other
industries as well, indicating more widespread weakness."

For example, one manufacturer of nuts, bolts, screws, etc. said
manufacturing "is cutting back to a four-day week." A petroleum
refiner said, "We are seeing stress across industries due to
rising energy and raw material costs."  And a manufacturer of
cookies and crackers noted how the housing crisis is now directly
affecting even the food industry: "We're affected by the trauma
of home builders, mortgage banks and title companies."

Meanwhile, North said the service sector decline was widespread as
seven of the 10 components fell.  As with the manufacturing
sector, bankruptcies led the way down, falling 6.0%. Also similar
to the manufacturing sector, most survey comments were negative
regarding the housing industry, but downbeat comments from other
industries are now ringing in.

One participant from the photocopying industry said, "Even our
best customers are paying beyond 100 days past due." Another from
the plastics industry, referring to the impact of higher oil
prices, said, "Prices are increasing ... We have had several
customers close their doors as a result of the higher price."
Finally, another from the tire industry described the state of the
economy perfectly: "There appears to be no question that the
economy is turning negative. With the housing industry in a slump
and the price of gas more than $3.00 a gallon, individuals simply
do not have the money they once had to make retail purchases."

                       About Euler Hermes

Headquartered in Owings Mills, Maryland, Euler Hermes ACI --
http://www.eulerhermes.com/usa-- is the U.S. subsidiary of
the Euler Hermes Group.  In addition Euler Hermes ACI is North
America's oldest and largest provider of trade credit insurance
and accounts receivable management solutions.  Euler Hermes
ACI provides receivables management services that includes
commercial third party collections, receivables management
outsourcing, and international collections.  With 5,800 employees
in 49 countries, Euler Hermes offers services for the management
of B-to-B trade receivables and posted a consolidated turnover of
EUR2.01 billion in 2006.  Euler Hermes, subsidiary of AGF and a
member of the Allianz group, is listed on Euronext Paris.  The
group and its principal credit insurance subsidiaries are rated
AA- by Standard & Poor's.


* Mintz Levin Forms Group to Address Subprime Market Crisis
-----------------------------------------------------------
Mintz Levin Cohn Ferris Glovsky and Popeo P.C. has formed a
Subprime Practice Group in response to an increasing demand from
clients seeking guidance on the legal complexities associated with
the collapse of the subprime lending market.

The group taps into the expertise of more than two dozen attorneys
across multiple offices and practice areas including litigation,
securities, bankruptcy and restructuring, structured finance,
governmental investigations, insurance coverage, white collar
crime, and real estate.

"Fallout from the collapse of the subprime market is becoming
increasingly widespread and the reverberations will continue to be
felt for some time," Richard Moche, manager of the firm's Public
Finance Section, said.

"Already, the firm has seen a growing demand from businesses and
individuals seeking advice related to a range of complex issues
stemming from the situation -- from investigations by government
authorities to claims against directors and officers to
bankruptcy," he added.  "By forming a dedicated subprime practice
group, we are bringing to bear the vast expertise of attorneys
from across the firm to serve clients with a coordinated, multi-
disciplinary approach."

Mr. Moche pointed out that the wide range of entities potentially
affected by the crisis includes:

   -- market participants responding to investigations by
      governmental authorities;

   -- insurers responding to claims against officers and
      directors under D&O policies;

   -- financial institutions defending claims asserting
      inadequate disclosures of the risks related to the
      subprime market in the offering of securities backed by
      subprime mortgages; and

   -- companies defending against shareholder suits alleging
      inadequate disclosure of the exposure to subprime credit
      issues.

      About Mintz Levin Cohn Ferris Glovsky and Popeo P.C.

Mintz Levin Cohn Ferris Glovsky and Popeo P.C. --
http://www.mintz.com/-- is an AmLaw 100 law firm.  Since 1933,
the company's lawyers have represented entrepreneurs, emerging
growth companies, Fortune 500 companies, government agencies, not-
for-profit organizations and leaders in primary industries that
include Life Sciences/Biotechnology; Technology & Communications;
Energy & Clean Technology; Financial Services & Insurance;
Healthcare; Real Estate, Hospitality & Construction; and Retail &
Consumer Products.  The company's knowledge combined with its
industry expertise provides clients with enterprise legal advice
that gives their business a competitive advantage in the
marketplace.  Mintz Levin maintains offices in Boston, Washington,
New York, Stamford, Los Angeles, London, Palo Alto and San Diego.


* Fitch Says Neg. Performance in RMBS and SF CDO Leads to EOD
-------------------------------------------------------------
Unprecedented negative performance in both the U.S. subprime RMBS
and SF CDO sectors will lead to an increasing likelihood of CDO
event of defaults, according to Derivative Fitch in a new report.

Derivative Fitch has received two EOD notices to date, with the
number likely to increase.  SF CDOs and CDO-squared transactions
originated in 2006 and this year are the most vulnerable to EODs,
according to Senior Director Beth Nugent, although EOD risk does
not stop with these vintages.

'The rights and remedies of an event of default are unique to each
transaction, therefore investors should properly examine and
interpret the documents of their investments in order to fully
understand the effects of an event of default,' said Nugent.
'Better understanding of EOD documentation is especially important
at this juncture.  Should U.S. subprime RMBS performance continue
to deteriorate, Derivative Fitch expects to see further collateral
downgrades that could put more SF CDOs at risk of triggering event
of defaults.'

In an EOD, the controlling class on a transaction can vote to
either accelerate payments to noteholders or to liquidate assets.
Both scenarios are accounted for in Derivative Fitch's CDO
analysis.  For transactions where an EOD has been triggered or is
imminent, Derivative Fitch assumes that the controlling class will
vote to accelerate note payment.  Fitch will model the priority of
payments that is affected upon an EOD acceleration in its cash
flow analysis.  This approach may yield a more favorable credit
opinion of the senior notes if the priority of payments directs
all interest and principal proceeds to redeem these senior notes.
However, if the controlling class does not vote to accelerate or
votes to liquidate the transaction, Derivative Fitch will revise
its assumptions, which may result in a rating adjustment.


* Fitch Says Real Estate Loan CDO Delinquencies Increased
---------------------------------------------------------
U.S. commercial real estate loan CDO delinquencies increased
slightly last month.  Though true trends are not conclusive due to
the relatively small universe of loans, increased loan extensions
are expected, according to the latest U.S. CREL CDO loan
delinquency index from Derivative Fitch.

'Although there were no repurchased loans this month, two new
delinquent loans contributed to a 0.15% U.S. CREL CDO loan
delinquency rate for November 2007 compared to last month's
delinquency rate of 0.08%, excluding repurchased loans,' said
Senior Director Karen Trebach.  Loan delinquencies consist of
loans that are 60 days or greater delinquent, including performing
matured balloons.  'The overall delinquency rate for CREL CDOs
remains historically low and is comparable to the U.S. CMBS loan
delinquency rate of 0.28% for October 2007.  When accounting for
last month's repurchased loans, the November 2007 U.S. CREL CDO
loan delinquency rate would be closer to 0.43%.'

Five loans were delinquent as of the November 2007 index.  The two
new delinquent loans were both whole loans, joining two other
delinquent whole loans from last month.  The fifth delinquent loan
is a B-note position. Whole loans on transitional assets are
expected to exhibit higher volatility than B-notes or mezzanine
loans on stable assets, leading to a greater probability of
default.  Loss severities for whole loans, however, are expected
to be much lower than B-note or mezzanine loans.

One of the new delinquencies is a multifamily loan in Texas, which
is consistent with the trend seen in CMBS delinquencies.  The
other is a hotel loan in Florida that has fallen behind on its
business plan.  This trend is consistent with the trend
highlighted in Fitch's October LDI press release in which the
largest percent of delinquent loans were secured by transitional
hotel properties that were unable to actualize on their business
plans.

All of the delinquent loans are from the 2006 vintage.  Due to the
short-term nature of the collateral in CREL CDOs, many loans in
the 2006 vintage have already reached maturity and some are facing
balloon defaults, which is not surprising given the difficulty
associated with refinancing in today's market.  Fitch expects the
asset managers to modify and extend these loans.

Fitch also reviewed loans that were 30 days delinquent. Although
not included in the loan delinquency index, this category can be
an early warning sign that a loan could ultimately be classified
as delinquent.  Four loans, representing 0.16% of the CREL CDO
collateral were 30 days delinquent in November 2007.  One loan,
representing over 50% of the total 30-day delinquency, is a
chronic late payer that is not currently anticipated to result in
a loss to the CDO.

Fitch considers credit impaired assets that have been removed from
the pool to be part of the delinquency rate.  Excluding these
repurchased loans would overstate the performance of a pool.  To
date, most CREL CDO asset managers have opted to buy out credit
impaired assets at par rather than workout the loan within the
CDO.  This month, however, asset managers reported that no assets
were repurchased.  Given the lower available liquidity in the
market, Fitch expects less repurchases of troubled loans and more
workouts within the trust.  One advantage of a CDO is that it
generally allows issuers the flexibility to modify loans even
before they become delinquent.  Modifications could include term
extension, rate reduction, or posting of additional collateral.
Fitch will also begin tracking this expected trend.

In its ongoing surveillance process, Fitch will increase the
probability of default to 100% for delinquent loans that are
unlikely to return to current.  This adjustment could increase the
loan's expected loss in the cases where the probability of default
was not already 100%.  The weighted average expected loss on all
loans is the credit metric used to monitor the performance of a
CREL CDO.  Issuers covenant not to exceed a certain PEL and Fitch
determines the ratings of the CDO liabilities based on this
covenant.  Fitch analysts monitor the as-is PEL over the life of
the CDO.  The difference between the PEL covenant and the as-is
PEL represents the transaction's cushion for reinvestment and
negative credit migration.

Derivative Fitch currently rates 35 CREL CDOs encompassing nearly
1,100 loans with a balance of $23.5 billion.  Fitch's U.S. CREL
CDO Loan Delinquency Index will be published during the first week
of every month based on asset manager and servicer reports
collected by Fitch's dedicated CRE CDO surveillance team.

In addition to publishing the monthly Loan Delinquency Index,
Derivative Fitch is committed to providing ratings that reflect
current performance and anticipate future credit events.  To
achieve this objective, it is imperative that Fitch's CRE CDO
surveillance team be provided with relevant and up-to-date loan-
level information.  Fitch recently published a report entitled
'CRE CDOs: Enhanced Information Provides Early Warning Signals'.
In the report, Fitch describes the on-going reports Fitch requests
from asset managers, in addition to the monthly loan delinquency
status report, and explains the value of each report.


* Fitch Says US Paper Industry Was Stymied By Housing Downturn
--------------------------------------------------------------
Financial improvement in the U.S. paper and forest products
industry was stymied in the third quarter of 2007 as the housing
market downturn continued to persist, according to a Fitch
Ratings' report.

Higher seasonal activity in Q3 stabilized but did not support a
rise in prices, and a seasonally slower fourth quarter has let
lumber prices drift lower.  Fitch expects the disparaging results
experienced during Q1 of 2007 will likely be repeated at least a
couple of times.

Consolidation and mill and box plant closures in the corrugated
markets are moving closer to a declining domestic demand,
permitting cost pass-throughs and better operating margins.
Higher prices compensating for cost inflation may preserve third-
quarter operating margins, and the presently low U.S. dollar will
encourage further containerboard exports.  Traditional lower
seasonal volumes in Q4, however, will produce lower absolute
earnings.

Paper shipments were seasonally better than in previous years, but
in Q4 will be seasonally weaker than in the quarter just closed.
Fiber costs are not expected to rise, due to an adequate supply
and decreased paper shipments; however, energy and transport costs
will be higher, but are not to be outdone by higher paper prices.
On balance, operating margins are expected to hold.


* Moody's Lowers Ratings on Six Rated Homebuilders Companies
------------------------------------------------------------
Moody's Investors Service lowered the ratings of the six B2 rated
homebuilders -- Ashton Woods USA, LLC, Kimball Hill, Inc.,
McMillin Companies, LLC, The Rhodes Companies, LLC, Stanley-Martin
Communities, LLC, and William Lyon Homes -- assigning each of the
six companies negative outlooks and the following corporate family
ratings:

  * Ashton Woods lowered to B3 from B2
  * Stanley-Martin lowered to Caa1 from B2
  * William Lyon Homes lowered to Caa1 from B2
  * Kimble Hill lowered to Caa2 from B2
  * McMillin Companies lowered to Caa2 from B2
  * Rhodes lowered to Caa2 from B2

The downgrades of the six companies and negative ratings outlooks
reflect the following:

1) Moody's does not see a sector recovery beginning before well
into 2009 at the earliest, with any recovery likely to be very
restrained at the outset, thus prolonging the companies'
underperformance on key financial metrics vs. prior expectations.
Among the numerous negative factors overhanging the housing
market, the key ones are as follows:

  a. Elevated inventory levels of new and existing housing that
     are expected to last into 2009

  b. Disruptions in the mortgage market, further exacerbated by
     the recent difficulties at Freddie Mac

  c. Greatly diminished consumer homebuying confidence

  d. Affordability, while improving somewhat, remaining a
     thorny issue in key markets

  e. Declining home prices and increased buyer incentives being
     offered, also expected to last into 2009

  f. Lofty speculative housing levels, largely from increased
     cancellations but also including an appreciable number of
     "deliberate" specs, i.e., homes started without a contract
     of sale

  g. Rapidly declining orders and backlogs and historically
     high cancellation rates

2) While actual inventory levels (i.e., reported inventory levels
that are adjusted to reflect land impairment and option
abandonment charges) may show declines for many of the companies
in their soon-to-be completed fourth quarters, that is what would
typically occur even in strong years.  The fourth quarter almost
always shows a seasonal decline in inventory levels as company
employees strive to maximize closings in order to meet bonus
targets.  Moody's remains concerned, however, that inventory
levels for the coming quarters will show little real reduction,
thus impeding sustainable cash flow generation.

3) The companies have faced increasing difficulties in complying
with financial covenants throughout 2007, and as 2008 progresses,
Moody's expects to see additional instances of non-compliance.
This will likely restrict, or further restrict, revolver
availability.

4) Debt leverage will remain elevated as cash flow generation will
be largely insufficient to repay any significant amount of debt
while tangible net worth positions continue being eroded by
impairment and option abandonment charges.

5) Because of the rapidity of the decline in unit home deliveries
and thus of revenues, the companies continue to struggle to keep
pace by reducing controllable expenses.  This has made, and will
continue to make, it difficult for the companies to generate more
than minimal earnings before charges.

6) The companies' relatively small size and scale and limited
geographic, product and price point diversity exacerbate the risk
of localized down cycles.

Specific rating actions and rationales will be contained in
individual press releases on each of the six companies.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         Guy Anthony's Restaurant, Merrick, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Joint Holiday Party
         Maryland Club, Baltimore, Maryland
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Holiday Networking Event with TMA/CFA
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Brew Pub & Pool Social
         Wynkoop Brewing Company, Denver, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   LEXISNEXIS CONFERENCES
      Mealey's Asbestos Bankruptcy Conference
         Four Seasons Hotel, Miami, Florida
            Contact: http://www.lexisnexis.com/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Debt Panel
         University Club, Jacksonville, Florida

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newwark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Jan. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lenders Panel
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Jan. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Current Outlook: Workouts, Lending and Turnarounds
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Jan. 17-18, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Diplomat, Hollywood, Florida
            Contact: http://www.abiworld.org/

Jan. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club of Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Maggie Good
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China\u2019s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency \u2013 Widening Controversy: Current
Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                              *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph 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 ***