TCR_Public/071207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 7, 2007, Vol. 11, No. 290

                             Headlines


AEROSPACE & INDUSTRIAL: Case Summary & 20 Largest Unsec. Creditors
AMERICAN HOME: Seeks March 3 Extension of Plan Filing Period
AMERICAN HOME: $50 Mil. Limited Recourse Financing Gets Final OK
AMERICAN HOME: Court Extends Removal Period Until March 4
AMERICAN HOME: Lease Decision Period Extended Until March 3

AMORTGAGE ASSET: Fitch Rates Class B-5 Certificates at B
ARROW ELECTRONICS: Arrow ECS Merges Distribution Biz with ATI
ASSET BACKED: Moody's Lowers Ratings on 13 Tranches
BANC OF AMERICA: Fitch Affirms 'B' Rating on Class 2-B-5 Certs.
BAYWOOD INT'L: Posts $202,644 Net Loss in Third Quarter

BLINK LOGIC: Posts Net Loss of $1.5 Million in Third Quarter
BNC MORTGAGE: Moody's Cuts Ratings on Two Classes to B3
BOMBAY CO: Court Sets January 21 as Claims Bar Date
BOSTON HILL: Case Summary & 13 Largest Unsecured Creditors
BROADVIEW NETWORKS: IPO Cues Moody's to Hold B3 Corporate Rating

CAPITAL LAND: Case Summary & Largest Unsecured Creditor
CARRINGTON MORTGAGE: Moody's Junks Rating on Cl. M-10 Loans
CHRISTIAN FAITH: Case Summary & Nine Largest Unsecured Creditors
CHRYSLER LLC: CEO Expects $1.6 Billion Loss in 2007, Source Says
CHRYSLER LLC: Expected $1 Bil. Loss Spurs January Production Cuts

CITICORP MORTGAGE: Fitch Affirms Low-B Ratings on 10 Classes
COMCAST CORP: RGU Additions to Fall Short of Previous Guidance
CVR ENERGY: Earns $13.4 Million in Third Quarter of 2007
CVR ENERGY: Moody's Lifts Corp. Family Rating to B2 from Caa1
DB KEY: Can Hire Fisher to Auction Key Largo Property

DB KEY: Obtains Court Approval to Hire Rice Pugatch as Counsel
DB KEY: Case Dismissal Hearing Continued on December 26
DELTA FINANCIAL: Failing Angelo Gordon Deal May Lead to Bankruptcy
DEUTSCHE ALT-A: Fitch Cuts Rating on Class B-3 Certs. to B
E*TRADE FINANCIAL: Faces Lawsuit on Exploiting Stock Accounts

EL POLLO: Dispute Judgment Prompts Moody's Ratings Review
FIELDSTONE MORTGAGE: Moody's Downgrades Ratings on Nine Certs.
FIRST FEDERAL: Fitch Holds Junk Rating on Class B Loans
FORD MOTOR: Mulls Production Cuts Due to Low November Sales
FRESENIUS MEDICAL: Acquires Renal Solutions for $190 Million

GENERAL MOTORS: Mulls Production Cuts Due to Low November Sales
GLOBAL EPOINT: Sept. 30 Balance Sheet Upside-Down by $9.8 Million
GOLDEN EAGLE: Posts $554,623 Net Loss in Third Quarter
GREENBELT CT: GECC Wants Examiner to Investigate Fund Transfers
HEALTHSPORT INC: Posts $3.0 Million Net Loss in Third Quarter

HIDDEN SPLENDOR: Wants to Access First Zion's Cash Collateral
HOME DIRECTOR: Sept. 30 Balance Sheet Upside-Down by $4.3 Million
HYDROGEN POWER: Posts $1.5 Million Net Loss in Third Quarter
ICONIX BRAND: Planned Loan Increase Cues Moody's to Hold B1 PDR
IKON OFFICE: Moody's Rates Proposed $150MM Senior Notes at Ba3

INPHONIC INC: Hires BMC Group as Claims and Balloting Agent
INPHONIC INC: Section 341(a) Meeting Scheduled for December 13
INTEGRAL NUCLEAR: Exclusive Plan Filing Period Moved to Jan. 28
JAYS FOODS: Submits Schedules of Assets and Liabilities
JAYS FOODS: Court Sets December 17 as General Claims Bar Date

JOSEPH CHOAT: Case Summary & 15 Largest Unsecured Creditors
KEVIN COOK: Case Summary & 14 Largest Unsecured Creditors
LEVITT AND SONS: Trustee Appoints Nine-Member Creditors Committee
LEVITT AND SONS: Wants to Hire Ruden McClosky as Special Counsel
LEVITT AND SONS: Can Use Cash Collateral Until December 19

MARC HORTON: Voluntary Chapter 11 Case Summary
MCTYRE GRADING: Case Summary & 20 Largest Unsecured Creditors
MILDRED MIRAN : Case Summary & Nine Largest Unsecured Creditors
MORGAN STANLEY: Minimal Paydown Cues Fitch to Hold Ratings
MOVIE GALLERY: Can Hire Ernst & Young as Tax Advisors

MOVIE GALLERY: Inks DIP Financing Pact Amendment w/ Goldman Sachs
MOVIE GALLERY: Wants Lease Termination Procedures Approved
NATIONAL FARM: Voluntary Chapter 11 Case Summary
NATIONAL RETAIL: Fitch Lifts Rating on Preferred Stock from BB+
NETBANK INC: Court Approves Rogers Towers as Panel's Local Counsel

NETBANK INC: Court OKs Kilpatrick Stockton as Committee's Counsel
NETBANK INC: Creditors Have Until Feb. 15 to File Proofs of Claim
NEW CENTURY: Court Approves Termination of Captive Policies
NEW WORLD: Posts $731,079 Net Loss in Third Quarter
NEXIA HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $685,025

NOVELL INC: SEC Inquiries Prompt Delay in 2007 Earnings Release
PAN AMERICAN: Foreclosure Protection Extended Until December 12
PERFORMANCE TRANS: U.S. Trustee Picks Five-Member Creditors Panel
PERFORMANCE TRANS: Taps Hodgson Russ as Bankruptcy Co-Counsel
PERFORMANCE TRANS: Can Use All Cash Collateral of Secured Lenders

PETROQUEST ENERGY: Moody's Lifts Corp. Family Rating to B3
PYRAMIDS CHILD: Case Summary & 25 Largest Unsecured Creditors
REMY WORLDWIDE: Emerges from Chapter 11, Completes Sale of Knopf
RESIDENTIAL CAPITAL: Extends $750 Million Debt Securities Offering
REVLON INC: Stockholder to Refinance Unit's $170 Mil. Sub. Loan

RH DONNELLEY: Board Authorizes $100 Mil. Common Stock Purchase
RITCHIE (IRELAND): Wants Auction Sale Deferred to January 9
RIVERSIDE CASINO: Good Operation Cues Moody's to Lift Ratings
SCO GROUP: Court Approves Tanner LLC as Accountant
SCO GROUP: Court Permits CFO Solutions to Provide Company w/ CFO

SOFA EXPRESS: Files for Chapter 11 Protection in Nashville
SOFA EXPRESS: Case Summary & 20 Largest Unsecured Creditors
TECO ENERGY: Moody's Lifts Debt Rating to Baa3 from Ba1
THORPE INSULATION: ERC and Westport Oppose Employment of Firms
THORPE INSULATION: Chicago Balks at Hamilton as Rep.'s Consultant

TRUMAN CAPITAL: Fitch Junks Rating on Class B Certificates
UNISYS CORP: Considers Offering $250 Million of Senior Notes
UNITEDHEALTH GROUP: Owns Up to Errors in Customer Service Relation
UNITEDHEALTH GROUP: Current & Former Execs Agree to Give Up $900MM
UNIVERSAL PROPERTY: Posts $41.7 Million Net Loss in Third Quarter

URS CORP: Completed WGII Deal Cues Moody's to Cut Rating to Ba2
VALENTEC SYSTEMS: Sept. 30 Balance Sheet Upside-Down by $8.1 Mil.
VERIFONE INC: To Restate 2007 Quarterly Financial Statements
VERIFONE INC: Financial Restatement Cues Moody's Ratings Review
WESTGATE FUNDING: Moody's Rates $19MM Class C Notes at Ba3

* Fitch Expects Improved Credit Quality for Packaging Industry
* Fitch Expects Improvement for US Healthcare Sector in 2008
* Fitch Has Positive Outlook For NA Commc'l Aerospace Industry
* Fitch Says Issuers Have Capacity to Maintain Fin'l Measures

* BOOK REVIEW: American Economic Histor


                             *********

AEROSPACE & INDUSTRIAL: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Aerospace & Industrial Manufacturing, Inc.
        210 South Morocco
        Dallas, TX 75211

Bankruptcy Case No.: 07-36094

Type of Business: The Debtor manufactures aerospace and industrial
                  systems.

Chapter 11 Petition Date: December 5, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Wright Ginsberg Brusilow, P.C.
                  1401 Elm Street, Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Longhorn Fabrication & Design, Vendor                $57,000
Inc.
2919 Hansboro
Dallas TX 75233

A.B.T.E.C.H.                   Vendor                $48,113
P.O. BOX 16006
Phoenix, AZ 85011

Fleet Group, Inc.              Vendor                $47,535
7610 Pebble Drive
Fort Worth, Texas 76118

Reliant Energy                 Vendor                $31,769

S.&P. Machne Shop              Vendor                $21,156

Hexagon Metrology              Vendor                $9,558

A.M.I. Metals                  Vendor                $8,368

Equipment Depot                Vendor                $7,927

G.T. Southwest Hose, Inc.      Vendor                $6,080

J.&L. Industrial Supply        Vendor                $5,963

Universal Alloy Corp.          Vendor                $5,560

AlliedBarton Security Services Vendor                $5,303

Locher, Inc.                   Vendor                $5,029

Southwest United Industries    Vendor                $4,962

U.N.I.V.A.R.                   Vendor                $3,900

Weatherford Aerospace          Vendor                $3,892

M.S.C. Industrial Supply Co.,  Vendor                $3,544
Inc.

Frymire Services               Vendor                $3,092

Siemens                        Vendor                $2,017

Har-Conn Chrome Comp. of Texas Vendor                $1,917


AMERICAN HOME: Seeks March 3 Extension of Plan Filing Period
------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive periods to:

   (a) file a plan through March 3, 2008; and

   (b) solicit and obtain acceptances of that plan through
       May 5, 2008.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that since bankruptcy
filing, the Debtors have made progress in administering the
bankruptcy cases by, among other things, stabilizing their
business operations, eliminating administrative costs arising
from discontinued portions of the Debtors' business operations,
and commencing, conducting, and concluding a hotly contested sale
process for the Debtors' loan servicing business.

Mr. Patton further relates that, among other things, the Debtors:

   -- sought and obtained the Court's authority to establish
      procedures to effectuate the sale of certain assets related
      to their mortgage origination business, including real
      property leases, equipment leases, and furniture, fixtures
      and equipment at the premises;

   -- filed requests seeking to reject about 800 unexpired leases
      of nonresidential real property and numerous executory
      contracts;

   -- have closed and fully vacated numerous locations, within
      the first 90 days of the cases and avoided significant
      additional administrative rent liability by vacating the
      various locations in a timely manner;

   -- engaged in negotiations and stipulations with Federal Home
      Loan Mortgage Corp. and the Government National Mortgage
      Association permitting the Debtors to continue to service
      certain mortgage loans for sufficient periods of time to
      effectuate the orderly transfer of the servicing of the
      loans for value; and

   -- sought and obtained the Court's permission to sell their
      Servicing Business to AH Mortgage Acquisition Co., Inc.

Mr. Patton relates that as with other large and complex cases,
the initial 120-day exclusive period did not provide the Debtors
with an adequate opportunity to develop and negotiate a
Chapter 11 plan.  He adds that the contested nature of nearly
every facet of these cases has prevented the Debtors and their
professionals from turning their attention to a Plan.  He points
out that the Debtors have been focused on stabilizing the their
business operations in the wake of the unprecedented upheaval in
the mortgage loan and mortgage-backed securities experienced
nationwide.

Additionally, there are a variety of other tasks that are lie
ahead of the Debtors before a meaningful Plan can be proposed,
Mr. Patton notes.  He discloses that the Debtors still have
numerous assets that must be marketed and sold, including the
their federally chartered thrift and bank, certain whole loans
and construction loans, and certain other real estate holdings,
like their corporate headquarters in Melville, New York.

Termination of the Debtors' Exclusive Periods would adversely
impact their business operations and the progress of these cases,
Mr. Patton says.  If the Court were to deny the request for
extension, with any party-in-interest free to propose a Plan,
that would foster a chaotic environment with no central focus, he
notes.

Judge Sontchi will convene a hearing on December 21, 2007, at
10:00 a.m., to consider the Debtor's request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtor's Exclusive Periods is
automatically extended until the conclusion of that hearing.

                       About American Home

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

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


AMERICAN HOME: $50 Mil. Limited Recourse Financing Gets Final OK
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
American Home Mortgage Investment Corp. and its debtor-affiliates
authority, on a final basis, to enter into a $50,000,000 debtor-
in-possession loan and security agreement dated Nov. 16, 2007,
among the Debtor-borrowers, several lenders, and AH Mortgage
Acquisition Co., Inc., in its capacity as lender and
administrative agent.

The Debtors previously obtained interim approval to borrow up to
$35,000,000 under the limited recourse DIP facility, to fund their
loan servicing business, pursuant to the terms of the final order
and the Limited Recourse DIP Financing Documents.

Upon the payment of the purchase price of the Servicing Business
at the initial closing, and to secure the repayment of the
Limited Recourse DIP obligations, the Administrative Agent is
granted a valid, binding, enforceable, and perfected security
interest in and lien on (i) all the Purchased Assets, including
all proceeds and profits, and (ii) the collateral that is
immediately junior to any permitted lien.

The Court reminds the parties that nothing in the Final Order
will be construed as granting the Secured Parties a security
interest in or lien on any (i) proceeds of the sale of the
Servicing Business, (ii) proceeds of the Bank of America
collateral received by the sellers but not paid to BofA, (iii)
the Sellers' assets that are not being purchased by AHM
Acquisition Co., or (iv) other assets of the Debtors used in the
Servicing Business, but not purchased by AHM Acquisition.

The liens and security interests granted to the Administrative
Agent will not (i) be subject to any lien or security interest
that is avoided and preserved for the benefit of the bankruptcy
estates, or (ii) be subordinated to any other lien or security
interest pursuant Section 364(d) of the Bankruptcy Code, Judge
Sontchi notes.

In an event of default, Judge Sontchi notes, the Administrative
Agent may:

   -- terminate all or any portion of the Limited Recourse DIP
      Facility and the Secured Parties' obligation to any further
      loans or advances;

   -- declare the Limited Recourse DIP Obligations to be
      immediately due and payable; and

   -- subject to certain Limited Recourse Provisions, exercise
      the sole rights and remedies against the collateral, as
      allowed under the request's interim and final orders, and
      the Limited Recourse DIP Documents.

                       About American Home

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

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


AMERICAN HOME: Court Extends Removal Period Until March 4
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
granted American Home Mortgage Investment Corp. and its
debtor-affiliates' request to extend to March 4, 2008, the
deadline to file notices of removal of all civil actions
pending as of Aug. 6, 2007.

The Court, however, noted that the order is without prejudice to
(i) any position the Debtors may take regarding whether
Section 362 of the Bankruptcy Code applies to stay any litigation
pending against them, or (ii) the Debtors' right to seek further
extensions.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
since their bankruptcy filing, the Debtors said they have focused
primarily on maximizing the value of their bankruptcy estates for
the benefit of the stakeholders through the orderly liquidation
of assets.  To that end, the Debtors have solicited, negotiated
and sought approval for several sales of various assets,
including the Debtors' mortgage loan servicing business.

According to the Debtors, Chapter 11 imposes on them additional
obligations to prepare schedules of assets and liabilities,
produce monthly operating reports, respond to creditor inquiries,
retain professionals and handle various tasks.  Hence, they have
not had an opportunity to fully investigate all of the State
Court Actions to determine whether removal is appropriate.

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

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


AMERICAN HOME: Lease Decision Period Extended Until March 3
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
American Home Mortgage Investment Corp. and its debtor-affiliates'
time to assume or reject any of the leases, subleases or other
agreements, to which any of the Debtors are a party that may be
considered an unexpired lease of nonresidential real property
through and including March 3, 2008.

As reported in the Troubled Company Reporter on Nov. 15, 2007,
since their bankruptcy filing, the Debtors have focused primarily
on maximizing the value of the Debtors' bankruptcy estates for
their
stakeholders through the orderly liquidation of their assets.  As
a result of the expedited and lengthy sale process of the
Debtors' loan servicing business and other matters the Debtors
faced during the initial stage of their bankruptcy cases, they
have not had ample opportunity to evaluate all of their remaining
real property leases, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, said.

As of November 8, 2007, the Debtors have assumed and assigned
approximately 40 unexpired leases of non-residential real
property related to the Debtors' loan origination business,
Mr. Patton disclosed.  In addition, the Court has approved the
Debtors' request to extend the deadline for lease disposition for
unexpired leases related to the Servicing Business until March 3,
2008.

Mr. Patton contended that the extension will not damage the
lessors beyond the compensation that is available to them under
the Bankruptcy Code because the Debtors had and will perform
their undisputed obligations in a timely fashion, including the
payment of postpetition rent.  He also noted that the Debtors
should not be forced at this relatively early stage of the
Chapter 11 cases to prematurely assume the Leases and incur
potentially significant and unnecessary administrative claims, or
to reject the Leases and lose the opportunity to obtain value for
those leases.

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

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


AMORTGAGE ASSET: Fitch Rates Class B-5 Certificates at B
--------------------------------------------------------
Fitch Ratings has affirmed these Mortgage Asset Securitization
Transactions Adjustable-Rate Mortgages Trust mortgage pass-through
certificates:

Series 2004-8
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 rated 'B', placed on Rating Watch Negative.

The affirmations, affecting approximately $148.3 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  Class B-5 was placed on
Rating Watch Negative due to recent trends in delinquencies.  The
transaction has serious delinquencies (loans delinquent more than
90 days, inclusive of loans in foreclosure, bankruptcy, and real
estate owned) of 4.64%, while the CE of the B-5 bond is 1.01%.
The deal has incurred 0.03% of loss to date. Fitch will closely
monitor this transaction to see how delinquent loans move through
the pipeline before taking rating action on this class.

The collateral of the above transaction consists of conventional,
fully amortizing, 30-year adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.  The
loans were acquired by UBS from various originators and are
serviced by various servicers. Wells Fargo Bank N.A. (rated 'RMS1'
by Fitch) is the master servicer..

As of the November 2007 distribution date, the pool factor is
approximately 35% and the transaction is seasoned 39 months.


ARROW ELECTRONICS: Arrow ECS Merges Distribution Biz with ATI
-------------------------------------------------------------
The Enterprise Computing Solutions business of Arrow Electronics
Inc. is transitioning its software distribution business to
Arrow's subsidiary, Alternative Technology Inc., creating a
software business in excess of $1 billion.

Through this arrangement, ATI will gain eight additional product
lines that were part of Arrow ECS' Software Group and will oversee
partner relationships and internal staff for that business.

Product lines that will be transferred to ATI include Bakbone,
BEA, CA, CommVault, McAfee, Novell, Oracle and Symantec.  Arrow
ECS' storage, HP and IBM businesses will not change.

"Arrow ECS is committed to increasing the depth of our offerings
in high- growth sectors, including software and security," Kevin
Gilroy, president of Arrow ECS, said.  "In addition, Arrow ECS is
focused on delivering comprehensive solutions to our partners.
This initiative enables Arrow ECS to best serve our software
suppliers and partners by providing focused support and dedicated
resources to grow their business."

It is anticipated that the suppliers will be transitioned to ATI
by the end of Arrow's first quarter in 2008.  A team comprising
representatives from both Arrow ECS and ATI will manage the
integration process.

"This integration best enables Arrow ECS and ATI to share and
apply best practices within our respective software businesses,"
Bill Botti, president and chief executive officer of ATI, said.
"Partners will benefit from enhanced complementary product lines
and a full suite of professional
services available through ATI."

ATI represents more than 30 software and security suppliers,
including Citrix and VMware.

                     About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc.
-- http://www.arrow.com/-- provides products, services and
solutions to industrial and commercial users of electronic
components and computer products.   Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.

The company operates in France, Spain, Portugal, Denmark,
Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden,
Italy, Germany, Austria, Switzerland, Belgium, the Netherlands,
United Kingdom, Argentina, Brazil, Mexico, Australia, China,
Hong Kong, Korea, Philippines and Singapore.

Arrow Enterprise Computing Solutions is a Englewood, Colorado-
based business unit of Arrow Electronics Inc. that provides
enterprise and midrange computing products, services and solutions
to value-added resellers, system integrators, and independent
software vendors.

Alternative Technology Inc. is a Englewood, Colorado-based wholly
owned subsidiary of Arrow Enterprise Computing Solutions, that
provides end-to-end solutions, presales support, order management
and marketing services to more than 3,000 partners.  Established
in 1986, ATI also offers a robust portfolio of processional
services for partners, including onsite engineering, security
assessments and technical call support. Alternative Technology
Inc. has offices in Ft. Lauderdale, Florida, Carlsbad, California,
and Mississauga, Canada.

                          *     *     *

Arrow Electronics' senior subordinated stock continues to carry
Moody's Investors Service's Ba1 rating.  The company's senior
preferred stock is rated at Ba2.


ASSET BACKED: Moody's Lowers Ratings on 13 Tranches
---------------------------------------------------
Moody's Investors Service has downgraded the ratings of 13
tranches and has placed under review for possible downgrade the
ratings of 2 tranches from 2 transactions issued by issued by
Asset Backed Securities Corporation Home Equity Loan 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 combined 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: Asset Backed Securities Corporation Home Equity Loan
Trust, Series AMQ 2007-HE2

  -- Cl. M3 Currently Aa2 on review for possible downgrade,
  -- Cl. M4 Currently Aa3 on review for possible downgrade,
  -- Cl. M5, Downgraded to A2, previously A1,
  -- Cl. M6, Downgraded to A3, previously A2,
  -- Cl. M7, Downgraded to Baa3, previously A3,
  -- Cl. M8, Downgraded to Ba2, previously Baa1,
  -- Cl. M9, Downgraded to B1, previously Baa2,
  -- Cl. M10, Downgraded to Caa2, previously Baa3.

Issuer: Asset Backed Securities Corporation Home Equity Loan
Trust, Series RFC 2007-HE1

  -- Cl. M5, Downgraded to A3, previously A2,
  -- Cl. M6, Downgraded to Baa2, previously A3,
  -- Cl. M7, Downgraded to Ba2, previously Baa1,
  -- Cl. M8, Downgraded to Ba3, previously Baa2,
  -- Cl. M9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,
  -- Cl. M10, Downgraded to Caa3, previously Ba1,
  -- Cl. M11, Downgraded to C, previously Ba2.


BANC OF AMERICA: Fitch Affirms 'B' Rating on Class 2-B-5 Certs.
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Banc of America
Funding Corporation mortgage pass-through certificates:

Series 2004-2 Group 1
  -- Classes 1-CB-1, 1-CB-R, 1-CB-IO, 1-CB-PO and 1-30-PO
     affirmed at 'AAA';
  -- Class 1-B-2 affirmed at 'A';
  -- Class 1-B-3 affirmed at 'BBB'.

Series 2004-2 Group 2
  -- Classes 2-A-1, 2-A-IO and 2-30-PO affirmed at 'AAA';
  -- Class 2-B-1 upgraded to 'AA+' from 'AA;
  -- Class 2-B-2 upgraded to 'A+' from 'A';
  -- Class 2-B-3 upgraded to 'BBB+' from 'BBB';
  -- Class 2-B-4 affirmed at 'BB';
  -- Class 2-B-5 affirmed at 'B'.

Series 2004-2 Group 3
  -- Classes 3-A-1 to 3-A-17, 3-A-IO and 3-30-PO affirmed at
     'AAA'.

The upgrades are taken as a result of improvement in the
relationship between credit enhancement and future expected losses
and affect approximately $3.6 million of outstanding certificates,
as of the November 2007 distribution date.  The affirmations
reflect a satisfactory relationship between CE and future loss
expectations and affect approximately $370 million of outstanding
certificates.  This transaction is 39 months seasoned and the pool
factors (current collateral balance as a percentage of initial
collateral balance) for the various pools range from approximately
36% to 64%.

BAFC, a special purpose corporation, purchased the mortgage loans
from various sellers and deposited the loans into the trust.  The
above pools comprise of conventional, fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.  Wells Fargo bank, N.A., rated 'RMS1' by Fitch, is the
master servicer for the loans in these pools.


BAYWOOD INT'L: Posts $202,644 Net Loss in Third Quarter
-------------------------------------------------------
Baywood International Inc. reported a net loss of $202,644 on net
sales of $3.2 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $179,003 on net sales of $205,331 in
the same period last year.

The increase in net sales for the three month period is
attributable to the acquisition of Nutritional Specialties Inc.,
d/b/a LifeTime(R) on April 5, 2007, effective March 30, 2007.

Gross profit increased to $1.3 million during the three months
ended Sept. 30, 2007, compared to gross profit of $96,660 in the
prior period quarter.

Selling, general and administrative expenses for the three month
period ended Sept. 30, 2007, were $1.2 million, compared to
$227,835 for the same period last year.

Total other expense for the three months ended Sept. 30, 2007, was
$346,390, compared to $47,828 for the same period last year.
Interest expense increased to $199,624 from $47,828 in the 2006
quarter.

There is no income tax benefit recorded because any potential
benefit of the operating loss carry forwards has been equally
offset by an increase in the valuation allowance on the deferred
income tax asset.

Net sales for the nine months ended Sept. 30, 2007, were
$6.6 million, compared to $900,026 for the same period last year,
an increase of $5.7 million.  Net loss for the nine months ended
Sept. 30, 2007, was $892,840 as compared to a net loss of $393,388
for the same period last year.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$13.9 million in total assets, $9.6 million in total liabilities,
and $4.3 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007,
moreover showed strained liquidity with $3.6 million in total
current assets available to pay $4.1 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2614

            Acquisition of Nutritional Specialties Inc.

On April 5, 2007, effective March 30, 2007, the company acquired,
substantially all of the assets, and assumed certain liabilities,
of Nutritional Specialties Inc., d/b/a LifeTime(R) or LifeTime(R)
Vitamins, a California corporation, for a purchase price of
approximately $11,100,000.

                       Going Concern Doubt

Epstein, Weber & Conover PLC, in Scottsdale, Ariz., expressed
substantial doubt about Baywood International 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 experienced material
operating losses and had a net working capital deficiency of
$3,025,365 at Dec. 31, 2006.

                   About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB BYWD.OB) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of its own proprietary brands under the names BAYWOOD
PURECHOICE(R), BAYWOOD SOLUTIONS(R), Complete La Femme(R), and
BAYWOOD EVOLUTION(TM).


BLINK LOGIC: Posts Net Loss of $1.5 Million in Third Quarter
------------------------------------------------------------
Blink Logic Inc. reported a net loss of $1.5 million on revenues
of $74,795 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $360,040 on revenues of $172,064 in the same
period last year.

The decrease in revenues results primarily from lower services
revenue as a result of decreased revenues from a significant
customer in 2007 compared to 2006.

General and administrative expenses for the three months ended
Sept. 30, 2007, were $451,389 compared to $163,451 for the three
months ended Sept. 30, 2006.

Interest expense increased from $55,928 for the three months ended
Sept. 30, 2006, to $565,760 for the three months ended Sept. 30,
2007.  This increase results primarily from the impact of the
intrinsic value of beneficial conversion features on promissory
notes and accretion of promissory notes to face value on
conversion of promissory notes to common stock in Sept. 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.9 million in total assets, $2.3 million in total liabilities,
and $1.6 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?261a

                       Going Concern Doubt

KPMG LLP, in Ottawa, Canada, expressed substantial doubt about
DataJungle Software Inc. nka. Blink Logic Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
negative working capital at Dec. 31, 2006, and has incurred
recurring losses, as well as recurring negative cash flow from
operating activities.  The auditing firm added that the company
has an accumulated deficit and its economic viability is dependent
on its ability to generate additional sales and finance
operational expenses.

                      About Blink Logic Inc.

Headquartered in Mill Valley, Calif., Blink Logic Inc. (OTC BB:
BLLG) -- http://www.blinklogic.com/-- formerly DataJungle
Software Inc., develops and markets a web-based front-end
dashboard software product for leading business intelligence
platforms.  The product allows an end-user to create visual and
interactive dashboard views on top of their existing databases and
data cubes without significant involvement from specialized
software programmers.


BNC MORTGAGE: Moody's Cuts Ratings on Two Classes to B3
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 18
tranches issued by BNC Mortgage Loan Trust in 2007.  Additionally
two 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 combined 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: BNC Mortgage Loan Trust 2007-1

  -- Cl. M5, Downgraded to A3, previously A2,
  -- Cl. M6, Downgraded to Baa1, previously A3,
  -- Cl. M7, Downgraded to Ba1, previously Baa1,
  -- Cl. M8, Downgraded to Ba2, previously Baa2,
  -- Cl. M9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,
  -- Cl. B1, Downgraded to Caa2, previously Ba1.

Issuer: BNC Mortgage Loan Trust 2007-2

  -- Cl. M6, Downgraded to Baa1, previously A3,
  -- Cl. M7, Downgraded to Baa3, previously Baa1,
  -- Cl. M8, Downgraded to Ba1, previously Baa1,
  -- Cl. M9, Downgraded to Ba2, previously Baa2,
  -- Cl. B1, Downgraded to B1, previously Ba1,
  -- Cl. B2, Downgraded to Caa2, previously Ba2.

Issuer: BNC Mortgage Loan Trust 2007-3

  -- Cl. M6, Downgraded to Baa1, previously A3,
  -- Cl. M7, Downgraded to Baa2, previously Baa1,
  -- Cl. M8, Downgraded to Baa3, previously Baa2,
  -- Cl. M9, Downgraded to Ba1, previously Baa3,
  -- Cl. B1, Downgraded to B1, previously Ba1,
  -- Cl. B2, Downgraded to B3 on review for possible further
     downgrade, previously Ba2.


BOMBAY CO: Court Sets January 21 as Claims Bar Date
---------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas set Jan. 21, 2008, as the last day within which creditors of
Bombay Co. and its debtor-affiliates may file their proofs of
claim.

Governmental units may file their proofs of claim on or before
March 18, 2008.

Proofs of claims must be filed at this address:

   AlixPartners LLP
   c/o John Franks
   2100 McKinney Avenue, Suite 800
   Dallas, Texas 75201

Basedc in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall decor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured Creditors.
Forshey & Prostok LLP is the Committee's local counsel.

As of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BOSTON HILL: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Boston Hill Realty Trust
             93 Main Street
             Kingston, MA 02364

Bankruptcy Case No.: 07-17770

Type of Business: The Debtor owns and develops real estate.

Chapter 11 Petition Date: December 5, 2007

Court: District of Massachusetts (Boston)

Debtor's Counsel: Earl D. Munroe, Esq.
                  Munroe & Chew
                  5 Broadway
                  Saugus, MA 01906
                  Tel: (617) 848-1218
                  Fax: (617) 507-8377

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Gary Coyne                                           $1,500,000
c/o Richard McCarthy
2310 Commonwealth Avenue,
Unit 3-6
Newton, MA 02466

Scott Farah                                          $400,000
c/o Richard McCarthy
2310 Commonwealth Avenue,
Unit 3-6
Newton, MA 02466

B.S.C. Cos., Inc.              bank loan             $350,000
15 Elins Street.
Boston, MA 02127

Petruzzi Brothers                                    $85,000

Eagle Leasing Co.                                    $40,000

White Water, Inc.                                    $32,500

Nations Rent U.S.A., Inc.                            $18,500

V.G.T. Enterprises, Inc.                             $5,700

Town of Shrewsbury                                   $5,000

Ronald Rainer                                        $2,000

R.W.W. Management Co., Inc.                          $2,000

Leo Dodier                                           $100

Mark Valas                                           $100


BROADVIEW NETWORKS: IPO Cues Moody's to Hold B3 Corporate Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed Broadview Networks
Holdings, Inc.'s B3 corporate family rating and the stable outlook
following the Company's announcement that it has filed for an
initial public offering of its common stock.

If the Company successfully completes the IPO, Moody's believes
that Broadview's credit profile would be improved via the
elimination of the 50% debt attribution of the Series A and B
preferred stock (about $60 million as per Moody's adjustments for
hybrid instruments).  Moreover, according to Moody's Vice
President and Senior Analyst, Gerald Granovsky, "the Company could
generate upward rating momentum if it achieves the targeted
synergies in the ATX and InfoHighway acquisitions."

However, the uncertainty of successfully consummating the IPO in a
difficult capital markets environment and the intensifying
competitive pressures temper the prospect to change the Company's
ratings or the outlook at this time.

The future ratings and the ratings outlook will incorporate the
Company's leverage profile in light of organic or capital markets
deleveraging, the potential for future debt-driven acquisitions,
and a review of the company's performance and integration
progress.

Broadview plans to use the proceeds from the IPO for general
corporate purposes, to fund capital expenditures or for future
acquisitions.  The Company may also exercise the clawback
provision to redeem up to 35% of its outstanding 11-3/8% notes,
due 2012.  In conjunction with the IPO, Broadview will convert all
preferred stock to common, and the shareholders will sell a
portion of their common holdings in the IPO.  The Company will not
receive any proceeds from the sale of stock held by its existing
shareholders.

Broadview, headquartered in Rye Brook, New York, is a CLEC serving
over 800,000 access line equivalents.


CAPITAL LAND: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Capital Land Investors, L.L.C.
        Lisa M. Poulin, Trustee
        c/o Gordon & Silver, Ltd.
        3960 Howard Hughes Parkway, 9th floor
        Las Vegas, NV 89169

Bankruptcy Case No.: 07-18099

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: December 4, 2007

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Talitha B. Gray, Esq.
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway, 9th floor
                  Las Vegas, NV 89109
                  Tel: (702) 796-5555

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ohio Savings Bank              construction deed     $44,000,000
Commercial Lending Department  of trust; value
200 Ohio Savings Plaza         of security:
1801 East Ninth Street         $30,000,000
Chicago, IL 60601


CARRINGTON MORTGAGE: Moody's Junks Rating on Cl. M-10 Loans
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 10
tranches from 2 transactions issued by Carrington Mortgage Loan
Trust in 2007.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, subprime mortgage
loans.

In its analysis, Moody's has combined 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: Carrington Mortgage Loan Trust, Series 2007-FRE1

  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. M-7, Downgraded to Baa2, previously Baa1,
  -- Cl. M-8, Downgraded to Baa3, previously Baa2,
  -- Cl. M-9, Downgraded to Ba2, previously Baa3,
  -- Cl. M-10, Downgraded to B3, previously Ba1.

Issuer: Carrington Mortgage Loan Trust, Series 2007-RFC1

  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. M-7, Downgraded to Baa2, previously Baa1,
  -- Cl. M-8, Downgraded to Ba2, previously Baa2,
  -- Cl. M-9, Downgraded to B3, previously Baa3,
  -- Cl. M-10, Downgraded to Ca, previously Ba1.


CHRISTIAN FAITH: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Christian Faith Assembly
        dba Calvary Apostolic Church
        43500 Telegraph Road
        Elyria, OH 44035

Bankruptcy Case No.:07-19234

Type of Business: The Debtor owns and manages a church.

Chapter 11 Petition Date: December 5, 2007

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Frederic P. Schwieg, Esq.
                  Cowden & Humphrey Co. L.P.A.
                  4415 Euclid Avenue, Suite 200
                  Cleveland, OH 44103-3758
                  Tel: (216) 241-2880, 133 (extension)
                  Fax: (216) 241-2881

Total Assets: $1,238,306

Total Debts:    $618,159

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Syd Orr                        Loans                 $34,000
43500 Telegraph Road
Elyria, OH 44035

Mike P. Harvey Co., L.P.A.     Legal Fees            $11,000
311 Northcliff
Rocky River, OH 44116

Columbia Gas of Ohio, Inc.     Utilities             $840
P.O. Box 9001847
Louisville, KY 40290-1847

Ohio Edison                    Electric Service      $330

Windstream Communications,     Telephone             $60
Inc.

Elyria City Utilities          Water & refuse        $50

Church Mutual Insurance Co.    Insurance Premium     Unknown

Lorain County Court of Common  Court Costs           Unknown
Pleas

Treasurer of State of Ohio     Non-profit status     Unknown


CHRYSLER LLC: CEO Expects $1.6 Billion Loss in 2007, Source Says
----------------------------------------------------------------
Chrysler LLC Chief Executive Officer Robert Nardelli disclosed to
company employees that Chrysler is in for a wider financial loss
of $1.6 billion than what Steve Landry, executive vice president
of North American sales, revealed to marketing and business
students in Halifax, Nova Scotia last week, various papers report.

It would be the Chrysler's second consecutive year of losses if
Mr. Nardelli's forecast is right, according to the Associated
Press citing an unnamed source.  The company reported a loss of
$618 million in 2006 but disclosed earnings of $1.8 billion in
2005.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Mr. Landry declared that Chrysler aniticipates a loss of
$1 billion this year in costs.  He told Saint Mary's University
students in Halifax, Nova Scotia, that Chrysler's 2007 revenue is
expected at $64 billion and costs at about $65 billion.  Mr.
Landry recounted Chrysler's business aim to recover costs next
year and to yield a huge profit in 2009 and 2010, slashing about 8
models from its lineup.

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.


CHRYSLER LLC: Expected $1 Bil. Loss Spurs January Production Cuts
-----------------------------------------------------------------
Chrysler LLC plans to temporarily cease car production in its
plants in Warren, Michigan and Fenton, Missouri, before Christmas,
postponing its opening until the whole month of January, according
to various sources.  The move is due to due to the company's
expected $1 billion loss, slow pickup sales and prevention of an
oversupply.

Sources say that the company will also shutter a truck plant in
Mexico for two weeks in January.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Chrysler dealers delivered 161,088 new vehicles to U.S. customers
in November 2007, down 2% compared with a year ago.

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.


CITICORP MORTGAGE: Fitch Affirms Low-B Ratings on 10 Classes
------------------------------------------------------------
Fitch Ratings has affirmed these Citicorp Mortgage Securities Inc.
trust issues:

Series 2005-4
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 at 'B'.

Series 2005-7
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 at 'B'.

Series 2005-8
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 at 'B'.

Series 2006-1
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 at 'B'.

Series 2006-5
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 at 'B'.

The mortgage loans consist of 12-30-year fixed-rate mortgages
extended to prime borrowers and are secured by one- to four-family
residential properties.  As of the November distribution date, the
transactions are 13 to 28 months seasoned and the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from 82% (2005-4) to 88% (2006-1).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$2.457 billion of outstanding certificates.


COMCAST CORP: RGU Additions to Fall Short of Previous Guidance
--------------------------------------------------------------
Comcast Corporation disclosed Tuesday that Michael Angelakis, co-
chief financial officer, will participate in the 35th Annual UBS
Global Media & Communications Conference on Dec. 5, 2007, at which
time he will discuss, among other items, the company's current
outlook for 2007.

Reflecting an increasingly challenging economic and competitive
environment and consistent with trends across the sector, Revenue
Generating Units are now expected to increase by approximately
6 million, versus previous guidance of approximately 6.5 million
additions.  This represents a significant increase compared to the
5 million RGUs added in 2006.  This RGU growth is expected to
contribute to cable revenue growth for 2007 of approximately 11%,
compared to previous guidance of at least 12%, cable operating
cash flow growth, presented on a pro forma basis, of approximately
13% as compared to previous guidance of at least 14%, and
consolidated operating cash flow growth of approximately 13% as
compared to previous guidance of at least 13%.

Cable capital expenditures are expected to be approximately
$6.0 billion for the year, a 5% increase from originally issued
guidance, reflecting increased advanced digital set-top box
purchases, the company's digital acceleration program, expanded
network enhancements and acquisition-related investments.

Reflecting the impact of all the aforementioned items, Comcast's
consolidated free cash flow is expected to be approximately 80% of
2006, compared to previous estimates of 2007 consolidated free
cash flow of at least 90% of 2006.

With the current outlook of 6 million RGU additions, 11% cable
revenue growth, and 13% cable operating cash flow growth, 2007
will be a year of record RGU additions and solid financial
performance, with the company enjoying its 8th consecutive year of
double digit cable operating cash flow growth.

                    About Comcast Corporation

Based in Philadelphia, Comcast Corporation (Nasdaq: CMCSA, CMCSK)
-- http://www.comcast.com/-- is a provider of cable,
entertainment and communications products and services.  With 24.2
million cable customers, 12.9 million high-speed Internet
customers, and 4.1 million voice customers, Comcast is principally
involved in the development, management and operation of broadband
cable systems and in the delivery of programming content.

Comcast's content networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, VERSUS,
G4, AZN Television, PBS KIDS Sprout, TV One, Comcast SportsNet and
Comcast Interactive Media, which develops and operates Comcast's
Internet business. Comcast also has a majority ownership in
Comcast Spectaccor, whose major holdings include the Philadelphia
Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team
and two large multipurpose arenas in Philadelphia.

                          *     *     *

Moody's Investors Service assigned a Ba1 rating to Comcast
Corporation's preferred stock in April 2005.


CVR ENERGY: Earns $13.4 Million in Third Quarter of 2007
--------------------------------------------------------
CVR Energy, Inc. reported third quarter 2007 net income of
$13.4 million, compared to net income of $129.0 million for the
third quarter of 2006.

Net loss for the nine months ended Sept. 30, 2007, was
$40.9 million compared to net income of $170.8 million for
the same period in 2006.

Third quarter operating income was $38.7 million in 2007, compared
with $52.1 million for the same period in 2006, and for the nine
months ended Sept. 30, 2007, operating income was $162.5 million
compared with $267.0 million in the same period of 2006.

"Our refinery and nitrogen fertilizer facilities in Coffeyville,
Kansas, recovered rapidly from the devastating floods which swept
across the area beginning June 30, and in fact, our refinery is
now operating significantly above pre-flood rates," said Jack
Lipinski, chief executive officer.  "In addition, the nitrogen
fertilizer plant, which was less affected by the flood and
therefore lost only 18 days production, continues to perform well.
It is the lowest-cost nitrogen fertilizer producer in North
America."

"CVR Energy's rapid recovery from the flood is the direct result
of a committed effort by our employees and the dedication of our
contractors and suppliers," he said. "Our return to normal
operations so quickly demonstrates the phenomenal talents in this
organization."

At Sept. 30, 2007, the company's balance sheet showed total assets
of $1.8 billion and total liabilities of $1.0 billion, resulting
in a stockholders' equity of $34.5 million.  Equity, as of Sept.
30, 2006, was $303.1 million.

                               IPO

On Oct. 26, 2007, the company consummated an initial public
offering of 23 million shares of its common stock.  The initial
public offering price was $19 per share.  The net proceeds to CVR
Energy from the sale of common stock were $408.5 million before
offering costs of approximately $11.4 million.  The net proceeds
were used to repay $380 million of debt, including $50 million of
outstanding indebtedness under CVR Energy's revolving credit
facility.  The variance from operating income guidance provided in
CVR Energy's IPO prospectus results from accelerating the
recognition of expenses associated with the flood and related
crude oil discharge into the third quarter.  These expenses are
within the original total estimate of flood related expenditures.
The company believes it is fully insured for these expenses and
will record any additional insurance proceeds as collection
becomes more imminent.

                          About CVR Energy

Headquartered in Sugar Land, Texas, CVR Energy, Inc. --
http://www.cvrenergy.com/-- is an independent refiner and
marketer of high value transportation fuels and, through a limited
partnership, a producer of ammonia and urea ammonia nitrate
fertilizers.  CVR Energy's petroleum business includes a 113,500
barrel per day, complex, full-coking sour crude refinery in
Coffeyville, Kansas.  In addition, CVR Energy's supporting
businesses include a crude oil gathering system serving central
Kansas, northern Oklahoma and southwest Nebraska; storage and
terminal facilities for asphalt and refined fuels in Phillipsburg,
Kansas; and a rack marketing division supplying product to
customers through tanker trucks and at throughput terminals.


CVR ENERGY: Moody's Lifts Corp. Family Rating to B2 from Caa1
-------------------------------------------------------------
Moody's Investors Service upgraded CVR Energy, Inc.'s Corporate
Family Rating from Caa1 to B2, senior first secured debt ratings
from Caa1 (LGD 3; 31%) to B2 (LGD 3; 31%), Probability of Default
rating from Caa2 to B3, and assigned a stable outlook.

Moody's also assigned an SGL-3 speculative grade liquidity rating.
The rating reflects substantial capital spending, working capital
investment, and a major third quarter 2008 hedge obligation
payment, all well in excess of expected otherwise sound 2008
operating cash flow.  This is supported by adequate back-up
liquidity lines and sound expected bank loan covenant coverage.

CVR was formerly known as Coffeyville Resources LLC. It operates a
113,500 barrel-per-day crude oil refinery in Coffeyville, located
in southeastern Kansas, a fertilizer production business, and a
crude oil gathering system in Kansas and Oklahoma.  CVR produces a
very low level of premium gasoline and it carries the higher unit
costs of comparatively low energy and heat efficiency.

The upgrades reflect CVR's (i) strong management and strong
technical team, (ii) comparatively quick return to full refinery
capacity utilization and near normal processing yields, (iii)
substantial debt reduction after its recent initial public
offering, (iv) expected continued leverage reduction, (v) expected
adequately supportive refining sector margins, particularly in its
region, and (vi) a degree of diversification from CVR's low cost
nitrogen fertilizer production business and sound fertilizer
sector fundamentals.

CVR has long-established crude oil sourcing logistics and
diversified crude oil sources, strong regional refined product
distribution logistics, and proximity to end-user markets.

The ratings are restrained by sharply reduced 2007 free cash flow
due to substantial downtime; expected more moderate fourth quarter
2007 and 2008 sector refining margins; still high leverage for a
single standalone refinery operating in a capital intensive,
volatile, commodity business; higher expected leverage in 2008
with outlays well in excess of cash flow; substantial cash
consumed this quarter to rebuild working capital; a large cash
obligation to CVR's hedge counter party (J. Aron); and a degree of
uncertainty concerning CVR's full eventual environmental and
liability settlements.  A further restraint is that CVR may
eventually convert its fertilizer business to a Master Limited
Partnership.

CVR will continue to fund substantial growth capital spending
through 2009.  Moody's anticipates that CVR's debt levels will
surpass $600 million during 2008 before potentially falling in
2009, including funding a $123.7 million payment due to J. Aron in
third quarter 2008.  To the degree fourth quarter 2007 margins
moderate, leverage would be higher as well.

CVR's $397 million of net IPO proceeds repaid approximately $380
million of debt, including $50 million of bank revolver debt,
taking pro-forma adjusted Sept. 30, 2007 balance sheet debt to
approximately $491 million excluding $123.7 million of CVR's
deferred hedge obligations to its counterparty that accumulated
with the refinery flood downtime.

CVR's ratings were downgraded to a Caa1 Corporate Family Rating in
early August 2007 after its Coffeyville refinery incurred an
emergency shut down due to a record flash flood of the nearby
Verdigris River.  CVR reported that major process units and
equipment were not directly impacted by the flood but that damage
to hundreds of individually minor, but systemically vital, motors
and pumps was extensive.  The incident also led to a spill of
approximately 71,000 gallons of petroleum products into the
adjacent community and river system and further delayed an IPO
that had been essential for CVR to retain its ratings.

Through the end of September 2007, including repairs,
environmental settlements, and liability settlements, CVR incurred
approximately $131 million of new costs associated with the flood
and currently expects that number to increase to as much as $160
million.  That figure excludes lost profit and the very large
hedge obligation to J. Aron.  CVR believes a substantial portion
of the costs will eventually be reimbursed by insurance and has
received $20 million of insurance proceeds to date.

CVR's 2007 earnings and cash flow have been curtailed due to
scheduled first quarter turnaround, the longer than expected
downtime of that turnaround, complications arising with a
coinciding major expansion program, the downtime associated with
the Verdigris flood, and costs associated with its downtime and
flood liabilities.  For the nine months ending September 30, 2007,
CVR reported $157 million of adjusted EBITDA before unrealized
hedging gains and losses, down from $280 million in the same 2006
period.  In Moody's view, given the macro and refining sector
market forces at work, the sector has already seen its cyclical
peaks and refining margins will moderate during 2008.

The B2 first secured ratings apply to CVR's $775 million senior
first lien secured term loan and $150 million senior first lien
secured revolving credit facility.  Under Moody's Loss Given
Default Methodology, CVR's B3 Probability of Default Rating is
below the B2 Corporate Family Rating due to CVR's all-bank pari-
passu first secured capital structure.

CVR Energy, Inc. is headquartered in Sugar Land, Texas.


DB KEY: Can Hire Fisher to Auction Key Largo Property
-----------------------------------------------------
D.B. Key Largo LLC obtained approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Fisher
Auction Co. Inc. as its auctioneer.

The objection of Philrich of Key Largo LLC, secured creditor, to
the retention of Fisher was denied by the Court.

Fisher's compensation as auctioneer will be based upon:

    (i) a 2.5% commission with an additional 1.5% commission to
        any cooperating buyer's broker;

   (ii) an additional 0.5% commission for the auctioneer if there
        is no cooperating buyer's broker; and

  (iii) a $7,000 flat fee if the stalking horse bid submitted by
        Philrich is the only bid received at the auction.

The Court authorized the auctioneer to spend a maximum of $53,000
for out-of-pocket expenses to market the Debtor's property.

The auction of the property is scheduled for Feb. 1, 2008,
extendable for cause.

As reported in the Troubled Company Reporter on Oct. 26, 2007,
Fisher will assist the Debtor in the proposed auction of the Multi
Family Development Site at Mile Marker 104 in Key Largo, Florida.
The Debtor had proposed an "all cash" sale of the property at
closing with no post contract due diligence period.  The property
has a purported value of $10 million.

Fisher had proposed a $62,360 pre-sale budget for marketing and
advertising expenses.  In the event the Debtor cancels the sale,
the Debtor agrees to reimburse the auctioneer reasonable expenses,
plus 10% overhead costs.  Hence, the Debtor will pay Fisher a
maximum amount of $68,596 for costs and expenses.

The firm can be reached at:

             Louis B. Fisher, III
             Fisher Auction Co., Inc.
             619 East Atlantic Blvd.
             Pompano Beach, FL 33060
             Tel: (954) 942-0917 or (800) 331-6620
             Fax: (954) 782-8143
             http://www.fisherauction.com/

Coconut Grove, Florida-based D.B. Key Largo LLC owns and manages
real estate.  The company filed for chapter 11 bankruptcy
protection on Sept. 28, 2007 (Bankr. S.D. Fl. Case No. 07-18127).
The U.S. Trustee has not appointed members to the Official
Committee of Unsecured Creditors in this case.  The Debtor's
schedules disclosed total assets of $10,382,165 and total
liabilities of $14,090,922.


DB KEY: Obtains Court Approval to Hire Rice Pugatch as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
gave D.B. Key Largo LLC authority to hire Rice, Pugatch, Robinson
& Schiller PA as its counsel, nunc pro tunc to Sept. 28, 2007.

The Troubled Company Reporter said on Oct. 26, 2007, that prior to
the bankruptcy filing, the firm received a $20,000 retainer for
its representation, along with the advance payment of a $1,039
filing fee for the case.  The retainer was paid by M.A.M.C Inc, a
servicing agent acting on behalf of the various individual lenders
who collectively hold the second mortgage on the Debtor's real
property.

Lisa M. Schiller, Esq., of Rice Pugatch however, had explained to
Alan Goldberg, M.A.M.C.'s chief restructuring officer, that
despite its payment of the retainer, Rice Pugatch solely and
strictly represents the Debtor.  Ms. Schiller also told Mr.
Goldberg that M.A.M.C. will have to hire a separate and
independent counsel should they elect to do so.  As such, Mr.
Goldberg has advised Ms. Schiller that he agrees to the foregoing.

Ms. Schiller assured the Court that her firm does not represent
any interest adverse to the Debtor.

The firm can be reached at:

             Lisa M. Schiller, Esq., Partner
             Mark S. Roher, Esq.
             Rice, Pugatch, Robinson & Schiller, P.A.
             101 Northeast 3 Avenue, Suite 1800
             Fort Lauderdale, FL 33301
             Tel: (954) 462-8000
             http://www.rprslaw.com/

Coconut Grove, Florida-based D.B. Key Largo LLC owns and manages
real estate.  The company filed for chapter 11 bankruptcy
protection on Sept. 28, 2007 (Bankr. S.D. Fl. Case No. 07-18127).
The U.S. Trustee has not appointed members to the Official
Committee of Unsecured Creditors in this case.  The Debtor's
schedules disclosed total assets of $10,382,165 and total
liabilities of $14,090,922.


DB KEY: Case Dismissal Hearing Continued on December 26
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
scheduled on Dec. 26, 2007, at 1:30 p.m., a continued hearing of
the request of Philrich of Key Largo LLC, secured creditor, to
dismiss D.B. Key Largo LLC's bankruptcy case.

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Philrich had asked the Court to dismiss D.B. Key Largo LLC's
chapter 11 bankruptcy case alleging bad faith filing.

Philrich had informed the Court that the Debtor rushed to file
chapter 11 case with the idea of "staving off" a foreclosure sale
on a property securing the Philrich Mortgage Obligation.

The real property securing the Philrich Mortgage Obligation is
located at Mile Marker 104 in Key Largo, Florida and was intended
to be developed by the Debtor as a condominium-hotel facility.

Philrich had related that on June 16, 2006, the Debtor executed a
certain promissory note and a mortgage securing payment of the
note to TIB Bank of the Keys in the original principal amount of
$6,234,000.  Subsequently, the Debtor defaulted under that
obligation by failing to pay it in full on its maturity date on
April 1, 2007.

The Debtor owes Phirich the sum of $5,982,522 on the principal of
the Philrich Mortgage Obligation, with a default interest from
April 1, 2007 to present of 18% per annum, plus other fees.

Kluger, Peretz, Kaplan & Berlin, PL represents Philrich.

Coconut Grove, Florida-based D.B. Key Largo LLC owns and manages
real estate.  The company filed for chapter 11 bankruptcy
protection on Sept. 28, 2007 (Bankr. S.D. Fl. Case No. 07-18127).
The U.S. Trustee has not appointed members to the Official
Committee of Unsecured Creditors in this case.  The Debtor's
schedules disclosed total assets of $10,382,165 and total
liabilities of $14,090,922.


DELTA FINANCIAL: Failing Angelo Gordon Deal May Lead to Bankruptcy
------------------------------------------------------------------
Delta Financial Corporation provided an update Thursday of its
financial condition and current plans, including a possible filing
of chapter 11 bankruptcy and an event of default under its
warehouse facilities.

The company said on Nov. 15, 2007, that it had entered into a
letter of intent with an affiliate of Angelo, Gordon & Co.  The
letter of intent contemplated, among other things, the issuance of
senior notes and common stock to that affiliate of Angelo Gordon.

Also on Nov. 15, 2007, the company entered into a standstill
agreement with three of its warehouse providers.  Each of these
agreements was subject to several varying conditions, including
the company's pricing a securitization of mortgage loans.

The company has been unable to complete the securitization
transaction upon satisfactory terms.

                   Warehouse Facilities Default

Consequently, on Dec. 5, 2007, the company received reservation of
rights notices from its warehouse lenders indicating that events
of default have occurred under the warehouse facilities and the
standstill agreement.  Under these circumstances, the company's
financial obligations under the agreements may be accelerated, and
it may be subject to substantial payment obligations, as well as
incurring cross-default claims from its other creditors.

                        Likely Bankruptcy

The company said it does not expect to be able to consummate the
transaction with Angelo Gordon.

Furthermore, the company does not believe that it will be able to
continue as a going concern.

The company presently intends to file shortly for protection under
the federal bankruptcy code.

The company intends to continue to operate its business as a
"debtor-in-possession" as provided under the bankruptcy code;
however, it intends to suspend taking new mortgage loan
applications until further notice.

The company is currently conducting discussions with entities that
are potentially interested in acquiring its assets and operations
in connection with a bankruptcy proceeding.  However, due to the
preliminary nature of these discussions, no assurances can be
given that the company will complete any transaction.

                        Angelo Gordon Deal

Delta Financial stated in a Securities and Exchange filing in
mid-November that it had entered into a letter of intent, dated
Nov. 15, 2007, with an affiliate of Angelo, Gordon & Co., one of
the company's principal stockholders.  The letter of intent
contemplates an aggregate financing of $100.0 million, including
amounts outstanding under the residual financing facility
established in August 2007.

Once the proposed transaction is completed, an affiliate of Angelo
Gordon, AG Special Situation Corp., will purchase from the company
a new series of 10% Senior Secured Notes.  The maturity of the
notes will be three years after issuance.  The initial aggregate
principal amount of the notes will be equal $100.0 million, minus
the principal amount outstanding under the August 2007 residual
financing facility as of the issuance date of the notes.

The company currently estimates that if the transaction closes in
December 2007, the principal amount will be between $45 million
and $49 million, such that the initial principal amount of the 10%
Senior Secured Notes will be between $51 million and $55 million.
Interest on the notes is expected to be payable on a payment-in-
kind basis until the first anniversary of the closing date.

In connection with the proposed note issuance, the company will
issue to AGSSC 40 million newly issued shares of common stock as
additional consideration, which may be initially issued in the
form of convertible preferred stock or convertible debt
securities.  The company will also reduce the exercise price of
Angelo Gordon's warrants to purchase 10.0 million shares of common
stock to $1.00 per share.  The warrants remain due to expire in
February 2009.

The transaction is subject to the completion of Angelo Gordon's
due diligence procedures, and the negotiation and execution of
definitive transaction agreements.

The proposed Senior Secured Notes will be secured by a security
interest in all of the company's securitization residuals, BIO
certificates and excess cashflow certificates as of the closing
date, together with any other assets of the company as the parties
will agree upon in the definitive transaction documents.

The Senior Secured Notes are repayable at the option of the
company, and are subject to several events of default.

If the transaction closes, the company's August 2007 residual
financing facility will be extended to the day prior to the first
anniversary of the closing date of the Senior Secured Notes (in or
about December 2008).

If the transaction closes as planned, Angelo Gordon will be the
beneficial owner of about 61.4% of the company's outstanding
common stock, and approximately 66.5% of the company's outstanding
stock if it exercises all of its warrants. Upon the closing of the
transaction, subject to certain limitations intended to comply
with certain state lending regulations, AGSSC will obtain the
right to elect a majority of the company's Board of Directors.
AGSSC will also obtain registration rights with respect to the new
shares of common stock, and preemptive rights with respect to the
issuance of new shares of the company's capital stock.

The company has agreed that, until Dec. 15, 2007, it will not to
enter into any "Competing Transaction".  However, the company has
the right to terminate the letter of intent if it receives a
"Superior Proposal".

               Arrangements with Warehouse Providers

Contemporaneously with signing the letter of intent with AGSSC,
the company entered into an agreement with three of its warehouse
providers to facilitate the completion of the proposed
transactions with AGSSC.

These warehouse providers have agreed, until 11:59 P.M. on
Dec. 14, 2007, (1) not to make any margin calls, or reduce their
advance rates, on the loans currently collateralizing their
warehouse lines and (2) to continue to fund the company's loan
originations at prescribed advance rates.  The agreement of these
institutions is subject to several conditions, including:

    -- the company's letter of intent with AGSSC must remain in
       full force and effect;

    -- the company must complete certain whole-loan sale
       transactions and price a securitization of mortgage loans
       during this period; and

    -- the company is subject to certain financial covenants.

Under these arrangements, and in light of market conditions, the
company expected to significantly limit its originations during
this period and until market conditions improve.  In light of the
company's significantly reduced loan production, it planned to
terminate a warehouse facility that it has with a fourth financial
institution, under which the company does not currently have any
outstanding indebtedness.

The company said it intends to close the transactions contemplated
by the letter of intent with AGSSC on or prior to Dec. 14, 2007.
At that time, under the arrangements with the warehouse providers,
the company's existing warehouse facilities will expire.  The
company and these three financial institutions intend to negotiate
to renew or replace the warehouse facilities with new facilities
totaling $200 million in the aggregate.  However, the company said
there can be no assurance that the company will succeed in
obtaining such facilities.

                       About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.


DEUTSCHE ALT-A: Fitch Cuts Rating on Class B-3 Certs. to B
----------------------------------------------------------
Fitch Ratings has taken various rating actions on these Deutsche
ALT-A Securities Mortgage Loan Trust 2006-AR1 mortgage pass-
through certificates:

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 rated 'BBB', is placed on Rating Watch Negative;
  -- Class B-3 downgraded to 'B' from 'BB', and is removed from
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR4' from 'B', and is removed
     from Rating Watch Negative.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $316.98
million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $4.24 million in outstanding
certificates.  In addition, approximately $2.82 million is placed
on Rating Watch Negative

Since the last review in June 2007, the 60+ delinquencies have
increased from 2.21% to 3.02% of the current balance.  The
expected losses, as a result, since then have increased creating
significant downgrade pressure on the subordinate bonds.  The
lowest rated class, B-4, has a CE level of 0.39%. Group 1 was not
rated by Fitch.

The collateral consists of conventional, adjustable-rate first
lien residential mortgage loans.  The originators comprising at
least 10% of the pool include Greenpoint, Sierra Pacific, and
IndyMac. Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch) is the
master servicer.


E*TRADE FINANCIAL: Faces Lawsuit on Exploiting Stock Accounts
-------------------------------------------------------------
E*Trade Financial Corp. disclosed that Sebastian River Holding's
Inc. has filed a lawsuit that alleges collusion amongst E-trade
and its employees to unlawfully, manipulate the company's stock.

Sebastian River is suing under the civil section of the Racketeer
Influenced and Corrupt Organizations Act.  Several individual
shareholders have joined the company as plaintiffs.

In addition, the plaintiffs allege that E*trade illegally froze
shareholders accounts, not allowing them to buy or sell nor move
stock or cash out of their accounts.  The suit seeks return of all
assets confiscated by E*Trade, including cash and stock.
Sebastian River is seeking actual and punitive damages for loss of
market value and for loss of business opportunity.

"You often hear about these large brokerage firms manipulating
stock of small public companies for their own financial gain,"
Daniel Duffy, Sebastian River's CEO, stated.   "The magnitude of
E*Trade and its employees' conduct to artificially knock down our
market cap is egregious and absolutely astounding.  The really
amazing part of this whole process is the fact that there is
substantial documentation to prove all of the allegations of our
lawsuit."

On Aug. 8, 2007, the company declared an Iraq Dinar dividend to
all shareholders of record on Sept. 14, 2007, because of the acts
of E*Trade the company can not get an actual count of record date
shareholders.  As soon as this matter is concluded, Sebastian
River Holding's Inc. will honor the dividend, even if the rate of
the dinar is one dinar for one US dollar.

                     About E*Trade Financial

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service lowered E*Trade Financial Corporation's
long-term senior debt rating to Ba3 from Ba2.  The outlook for the
long-term rating is negative.


EL POLLO: Dispute Judgment Prompts Moody's Ratings Review
---------------------------------------------------------
Moody's Investors Service placed El Pollo Loco, Inc.'s B3
corporate family rating and all its other long term debt ratings
under review for possible downgrade and lowered the speculative
grade liquidity rating to SGL-4 from SGL-3, following an
unfavorable final judgment entered in a trademark dispute against
the company.  The rating action reflects Moody's concern about
strains on the company's liquidity and its ability to pay a
relatively large penalty, or to post a bond.

The judgment was entered in a U.S. District Court in Texas on
Nov. 30, 2007, with regard to a trademark dispute filed by El
Pollo Loco -- Mexico, an unrelated entity controlled by founder of
the first El Pollo Loco restaurant in Mexico and the US, for El
Pollo Inc.'s alleged breach of contract in failing to develop new
restaurants in Mexico.

The Court awarded damages in the amount of $20.3 million plus
attorneys' fees, in addition to directing the company to return
certain intellectual property to Mexico, among other things.  El
Pollo stated that it would initiate the appeal process through a
higher court in which case, collateral in the form of a letter of
credit needs to be posted.

"If El Pollo were to appeal, they would need to find alternative
financing resources to post the bond besides using its existing
credit facilities, and quickly," commented Moody's analyst, John
Zhao, "the remaining availability under its L/C facility and cash
flow from operations won't be sufficient to cover the collateral
requirement at this time."  As of September 30, 2007, the company
had an approximately $7.4 million availability of Letter of Credit
under the total $15 million L/C sub-limit.

Moody's review will focus on the company's ability to secure a
financing for the penalty payment or bond posting while staying in
compliance with its financial covenants.  Moody's will also assess
the conditions on the alternative funding and its potential effect
on the company's operational and financial condition if the
company were able to obtain the funding.

The SGL-4 Speculative Grade Liquidity rating reflects the
company's weakened liquidity, primarily stemming from the need to
fund the penalty or bond, potential increased demands on cash flow
and/or reliance on its credit facility.

These ratings were placed on review for possible downgrade:

  -- B3 Corporate family rating
  -- B3 Probability of default rating
  -- Ba3 (LGD2, 18%) for the $104.5 million senior secured term
     loan B maturing in 2011,
  -- Ba3 (LGD2, 18%) for the $25 million senior secured
     revolver maturing in 2010,
  -- Caa1 (LGD5, 71%) for the $123.4 million senior unsecured
     notes maturing in 2013,

Rating downgraded:

  -- Speculative grade liquidity rating to SGL-4 from SGL-3.

El Pollo Loco Inc, headquartered in Irvine, California, is a
leading quick-service restaurant chain specializing in flame-
grilled chicken and other Mexican-inspired entrees.  The company
operates or franchises approximately 341 restaurants primarily
around Los Angeles and throughout Southwestern US, and generated
total revenues of approximately $260 million in FY2006.


FIELDSTONE MORTGAGE: Moody's Downgrades Ratings on Nine Certs.
--------------------------------------------------------------
Moody's Investors Service has downgraded nine certificates from a
transaction issued by Fieldstone Mortgage Investment 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.

Pool losses over the last few months have eroded credit
enhancement available to all certificates of this transaction. In
addition, between the July 25 and November 25 reporting dates, the
90+ day delinquency pipeline has doubled from approximately $16
million to $32 million 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 all certificates.

Complete rating actions are:

Issuer: Fieldstone Mortgage Investment Trust 2006-S1

  -- Cl. A, Downgraded to Baa2 from Aaa
  -- Cl. M1, Downgraded to Ba2 from Aa1
  -- Cl. M2, Downgraded to B1 from Aa2
  -- Cl. M3, Downgraded to B3 from Aa3
  -- Cl. M4, Downgraded to Caa2 from A1
  -- Cl. M5, Downgraded to Ca from Ba3
  -- Cl. M6, Downgraded to C from B1
  -- Cl. B1, Downgraded to C from B3
  -- Cl. B2, Downgraded to C from Ca


FIRST FEDERAL: Fitch Holds Junk Rating on Class B Loans
-------------------------------------------------------
Fitch Ratings has affirmed five classes (representing
approximately $15.95 million in outstanding principal) of First
Federal Corporation manufactured housing issues as:

Series 1996-1
  -- Class A affirmed at 'AA';
  -- Class B affirmed at 'CCC' and remains at 'DR1'.

Series 1997-1
  -- Class A affirmed at 'AA';
  -- Class B affirmed at 'BBB';

Series 1997-2
  -- Class A affirmed at 'AA+';
  -- Class B remains at 'CC/DR1'.

The collateral in the aforementioned transactions consists of
fixed-rate manufactured housing contracts.  As of the November
distribution date, the transactions are seasoned from a range of
126 to 132 months, and the pool factors (current contract
principal outstanding as a percentage of the initial pool) range
from approximately 16% (series 1996-1) to 25% (series 1997-2).

First Federal Savings and Loans Association converted its charter
to a national bank charter and changed its name to Signal Bank,
N.A.  In order to achieve consistency among affiliated companies,
the name of FirstFed Corp.  (the special purpose corporation used
to facilitate the securitization of manufactured housing
contracts) was changed to Signal Securitization Corp. In December
2003, Clayton Homes Inc. assumed the servicing responsibilities
for the FirstFed portfolio.

When estimating future collateral losses for the aforementioned
transactions, Fitch assumed default rates, prepayment rates and
loss severities to remain relatively consistent with current
levels. Based on these assumptions, Fitch expects losses on the
remaining pool balance of approximately 7.43% for series 1996-1
transaction, 10.26% for series 1997-1 transaction and 8.84% for
series 1997-2 transaction.  When included with losses already
incurred, total cumulative losses as a percentage of the initial
pool balance are expected to be approximately 16.67% for series
1996-1 transaction, 13.76% for series 1997-1 transaction and
17.06% for series 1997-2 transaction.

Of particular note, the transactions reviewed pay principal due to
senior bonds prior to paying interest due to subordinate bonds.
Higher than expected losses have caused significant interest
shortfalls to various subordinate bonds in the transactions.
While the structures allow for interest shortfalls to be recovered
in the future in the event of sufficient excess spread, Fitch
assessed the likelihood of the bondholder receiving all interest
due when determining the bond's credit rating.


FORD MOTOR: Mulls Production Cuts Due to Low November Sales
-----------------------------------------------------------
Ford Motor Company and General Motors Corp. disclosed that due to
low November sales, the carmakers intends to slash vehicle
production in the first quarter of 2008, various sources report.

Ford plans a 7% car production decrease in the first quarter,
expecting to produce only 685,000 vehicles, while GM anticipates a
production of 950,000 vehicles from January through March, down
11% from the same period in 2007, Nick Bunkley of The New York
Times relates.

As reported in the Troubled Company Reporter on Dec. 4, 2007, due
to continued growth in crossover sales and increased demand for
hybrids, fuel-efficient cars and Ford's industry-exclusive SYNC
in-car connectivity technology, Ford sales in November totaled
182,951, up 0.4% versus a year ago.  November marked the first
sales increase following 12 months of declines.

According to the Associated Press, analysts anticipate low annual
sales in 2008, a drop in U.S. light vehicle sales to 3% to 15.6
million units, a record low since 1998.

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

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

                          *     *     *

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


FRESENIUS MEDICAL: Acquires Renal Solutions for $190 Million
------------------------------------------------------------
Fresenius Medical Care AG & Co. KGaA has acquired Renal Solutions,
Inc. for total consideration of up to $190 million, consisting of
$100 million at closing, $60 million after the first year, and up
to $30 million in milestone payments over the next three years.
RSI had approximately $10 million of net debt outstanding at
closing.

RSI is currently commercializing the Allient Sorbent Hemodialysis
System, which is returning sorbent-based technology to the
dialysis field.  The SORB cartridge has a long market history in
hemodialysis with over 6 million cartridges sold.  As the
innovator in the SORB technology field, RSI holds key patents and
other intellectual property worldwide related to the SORB
technology.

The sorbent technology purifies tap water to dialysate quality and
allows dialysate to be regenerated.  This reduces the water volume
requirement for a typical hemodialysis treatment from 120
liters/37 gallons of reverse osmosis water to just 6 liters/ 1.5
gallons of drinking water per treatment.

The combination of Fresenius Medical Care's leading hemodialysis
technology and the SORB technology will provide a platform for
superior home products and therapies.  Furthermore, the
significant reduction of dialysate through SORB technology is one
major step towards miniaturization -- a pre-requisite for the
wearable kidney concept which could benefit certain patients and
complement clinical-based therapy.

Fresenius Medical Care sees the current market size of the Home
Therapy Market (Peritoneal Dialysis and Home Hemodialysis) at
about $2 billion representing approximately 11% of the overall
worldwide dialysis market.  The company believes the Home Therapy
market has the potential to grow to $4 billion within the next 10
years.  Fresenius Medical Care has a market share in this market
segment of approximately 30%.  Home hemodialysis has been a niche
market for many years but with growing attention in recent past.
With increased access to adequate therapy, the company projects
the number of HHD patients in North America could grow from about
0.5% at the end of 2006 to approximately 4% of the patient
population in the next 10 years.

"The acquisition of RSI is an important step to advance the
technology required for strong future growth in this field," Dr.
Ben Lipps, Fresenius Medical Care CEO, said.  "The combination
offers us the long-term opportunity to extend our leadership to
home and acute dialysis products.  Furthermore, by combining our
equipment and membrane technology with the SORB technology, we can
provide innovative solutions in the future such as a possible
wearable kidney. With this acquisition, Fresenius Medical Care
expects to increase its annual R&D spending by approximately US$10
million starting in 2008.  Our mid-term financial targets for the
years 2007 through 2010 remain unchanged."

                     About Fresenius Medical

Headquartered in Bad Homburg, Germany, Fresenius Medical Care AG &
Co. KGaA -- http://www.fmc-ag.com/-- provides products and
services for individuals undergoing dialysis because of chronic
kidney failure.  Fresenius Medical Care also provides
dialysis products such as hemodialysis machines, dialyzers and
related disposable products.  Fresenius Medical Care provides
dialysis treatment to around 128,200 patients around the globe.
Fresenius AG holds around 37% of Fresenius Medical Care AG & Co.
KgaA's capital.  The company also operates facilities in
Australia, Brazil, Canada, China, France, Korea, Mexico, Portugal
and Sweden, among others.

                           *     *     *

The company carries Moody's Investors Service's Ba2 corporate
family rating.


GENERAL MOTORS: Mulls Production Cuts Due to Low November Sales
---------------------------------------------------------------
General Motors Corp. and Ford Motor Company disclosed that due to
low November sales, the carmakers intends to slash vehicle
production in the first quarter of 2008, various sources report.

GM said earlier this week that to avoid a deluge of inventory, it
will shutter three pickup truck plants for two weeks in January.
Aside from that, GM plants will also be closed over the holiday,
according to Josee Valcourt, Terry Kosdrosky and Mike Spector of
the Wall Street Journal.

GM anticipates a production of 950,000 vehicles from January
through March, down 11% from the same period in 2007, while Ford
plans a 7% car production decrease in the first quarter, expecting
to produce only 685,000 vehicles, Nick Bunkley of The New York
Times relates.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
GM dealers in the U.S. delivered 263,654 vehicles in November,
down 11%, after three consecutive monthly increases, compared with
a year ago, reflecting continuing reductions in daily rental sales
and softening industry demand.

However, GM's retail car deliveries increased, based on the
strength of the all-new Chevrolet Malibu, 2008 Cadillac CTS and
fuel-efficient Chevrolet Aveo, Cobalt, Pontiac G5 and G6.

According to the Associated Press, analysts anticipate low annual
sales in 2008, a drop in U.S. light vehicle sales to 3% to 15.6
million units, a record low since 1998.

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

                         *     *     *

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

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


GLOBAL EPOINT: Sept. 30 Balance Sheet Upside-Down by $9.8 Million
-----------------------------------------------------------------
Global ePoint Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $11.3 million in total assets and $21.1 million in total
liabilities, resulting in a $9.8 million total shareholders'
deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $7.1 million in total current
assets available to pay $19.1 million in total current
liabilities.

The company reported a net loss of $5.4 million on sales of
$302,000 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $3.3 million on sales of $1.1 million in the
corresponding period last year.

The decrease in revenue and in cost of goods sold in the quarter
ended September 2007 from the quarter ended September 2006 is due
to the closed maintenance services operations.  Loss from
discontinued operation  Loss from discontinued operations, net of
tax was $3.8 million for the three months ended Sept. 30, 2007,
compared with loss from discontinued operations, net of tax of
$1.3 million during the three months ended Sept. 30, 2006.

                        Nine Month Results

Revenues for the nine months ended September 30, 2007 totaled
$2.3 million compared to $4.4 million for the nine months ended
Sept. 30, 2006.  The decrease in sales is the result of a decrease
in aircraft maintenance services of $2.4 million.

Net loss increased to $16.3 million from $7.5 million during the
nine months ended Sept. 30, 2006.  Loss from discontinued
operations, net of tax during the nine months ended Sept. 30,
2007, was $10.5 million, versus loss from discontinued operations,
net of tax of $3.3 million in the same nine month period ended
Sept.30, 2006.

Operating expenses for the nine months ended Sept. 30, 2007,
included a non cash charge of $1.4 million for the impairment of
goodwill.  Excluding the goodwill impairment charge, operating
expenses declined $1.6 million for the nine months ended Sept. 30,
2007, from the nine months ended Sept. 30, 2006.

                     Discontinued Operations

The company closed its contract manufacturing operations in the
second quarter of 2007.  Additionally, the company discontinued
the digital technology division operations in the third quarter of
2007.  These operations were discontinued to focus the company's
resources on its aviation services operation which it believes has
higher margin and growth potential.

The discontinuation of the contract manufacturing division
resulted in an after tax charge of $2.4 million for the nine
months ended Sept. 30, 2007, of which $1.5 million was due to the
impairment of goodwill.  The discontinuation of the digital
technology division resulted in an after tax charge of
$8.1  million for the nine months ended Sept. 30, 2007, of which
$4.3 million was due to the impairment of goodwill and other
intangible assets.

                          Balance Sheet

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?2615

                        Bankruptcy Warning

In July 2007, the company agreed to the entry of a judgment in the
amount of $5,292,503 in favor of the company's largest preferred
stockholder, Iroquois Master Fund Ltd., in settlement of Iroquois'
claim for mandatory redemption of the company's Series C and
Series E convertible preferred stock previously sold to Iroquois.
The company believes that it will require a minimum of $3 million
of additional funding, in addition to any funding required to
resolve the $5.2 million Iroquois judgment and the $900,000 in
redemption demands of its preferred shareholders, in order to fund
its ongoing and planned operations over the next 12 months.  In
the event it is unable to acquire the required financing within
the next few months, it may be forced to seek protection under the
bankruptcy laws.

                       Going Concern Doubt

Vasquez & Company LLP, in Los Angeles, expressed substantial doubt
about Global ePoint Inc.'s ability to continue as a going concern
after completing its audit of the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company has recurring losses, reclassified all
of its preferred stock as current liability because of mandatory
redemption, and the company has negative working capital.

                     About Global ePoint Inc.

Headquartered in City of Industry, Calif., Global ePoint Inc.
(GEPT.PK) -- http://www.globalepoint.com/-- and its subsidiaries
provide digital video surveillance products, information
technology network, and computing solutions in the United States
and internationally.


GOLDEN EAGLE: Posts $554,623 Net Loss in Third Quarter
------------------------------------------------------
Golden Eagle International Inc. reported a net loss of $554,623 on
$-0- of revenues for the third quarter ended Sept. 30, 2007,
compared with a net loss of $525,563 on revenues of $-0- in the
same period last year.

During the three months ended Sept. 30, 2007, and Sept. 30, 2006,
the company's pilot plant at the C Zone on its Precambrian
properties was involved in batch analysis of various points within
the C Zone gold project and produced only metallurgical quantities
of gold that the company has reserved for analysis and that have
not resulted in revenues.

The increase in net loss was due to non-cash financing costs
related to the issuance of Series B Preferred Stock less the
reductions in exploration and development and general and
administration.  Without the inclusion of financing costs, net
loss would have decreased to $305,482 during the three-month
period ended Sept. 30, 2007, from $525,563 during the same period
in 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$5.9 million in total assets, $826,693 in total liabilities, and
$5.1 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $195,351 in total current assets
available to pay $602,662 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?261c

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Golden Eagle International Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
negative working capital and has incurred substantial losses since
its inception.  The company currently has no mineral production
and requires significant additional financing to satisfy its
outstanding obligations and resume and expand mining production.
In addition, the company's ability to conduct operations remains
subject to other risks, including operating in isolated regions of
Bolivia and the concentration of operations in a single
undeveloped area.

                        About Golden Eagle

Golden Eagle International Inc. (OTC BB: MYNG.OB) --
http://www.geii.com/-- is a gold and copper exploration and
mining company headquartered in Salt Lake City, Utah and with
offices also in Santa Cruz, Bolivia.  The company is concentrating
its efforts on expanding its pilot operations into production
operations on its gold project on the C Zone within its 136,500
acres in eastern Bolivia's Precambrian Shield.


GREENBELT CT: GECC Wants Examiner to Investigate Fund Transfers
---------------------------------------------------------------
General Electric Capital Corporation, a major secured creditor in
Greenbelt CT Imaging Center LLC's Chapter 11 case, asks the U.S.
Bankruptcy Court for the District of Maryland to appoint an
examiner to investigate whether or not any of the Debtor's
assets have been improperly diverted to its sole principal.

                Fraudulent Transfers to Affiliate

The Debtor had admitted that its affiliated company, Greenbelt PET
Imaging Center, LLC, a guarantor of GECC's financing, paid $60,000
from its corporate assets to redeem the membership interest of Dr.
Irwin Shafique, a minority owner of Greenbelt PET.  Insofar as
Greenbelt PET's un-audited balance sheet at Nov. 30, 2006,
reflected negative partners' capital of $471,316, it seems clear
that Greenbelt PET was clearly insolvent when the $60,000 transfer
was made, especially once Greenbelt PET's contingent liability on
an unlimited corporate guarantee of more than $7.5 million in GECC
financing to the Debtor is factored in, says GECC.  Yet, GECC
notes, the Debtor has done nothing during its bankruptcy to
recover this apparent fraudulent conveyance.

                    Unaccounted Board Meetings

GECC relates that, at the first meeting of creditors, it inquired
regarding the details of board meetings held by the Debtor.  Dr.
Sahni testified there had been such meetings, but that he could
not then recall any details of their particulars, frequency or
timing, without consulting his records.  To date, no board minutes
of Greenbelt CT, itself, whatsoever, have been delivered to GECC.
These circumstances, GECC contends, strongly suggest that the
corporation minutes themselves are only now being created,
retroactively, or that no meetings of the company's directors were
ever held, at all.

                  Unreimbursed Limousine Expenses

Dr. Rakesh Sahni, GECC relates, is the sole owner of Greenbelt.
At the first meeting of creditors, Dr. Sahni testified that the
Debtor owns a luxury Maybach limousine for more than $240,000.
While the Debtor is no longer paying debt service on the vehicle,
it is still being used by Dr. Sahni, and there is no indication
that Dr. Sahni is presently reimbursing the Debtor for post-
petition mileage and depreciation on the vehicle, let alone at an
appropriate rate.

GECC believes that any improper uncompensated personal use of the
Maybach limousine which is found to exist, or the substantial cost
paid by the Debtor for the vehicle's acquisition, together with a
ratable share of the salary and beneifts paid by the Debtor to the
driver may constitute a fraudulent conveyance or an otheriwse
avoidable transfer from the Debtor under Maryland law.

                  Unreimbursed Personal Services

In addition, GECC believes that a close examination of the
Debtor's books, records and business practices may conceivably
reveal that Dr. Sahni and his wife, who was, for a period of time
herself on the company's payroll, may either not have been
reimbursed by Greenbelt CT or Greenbelt PET at arms-length rates
for their various personal services to the Debtor and Greenbelt
PET, given the "handsome" levels of compensation paid out by the
Debtor to them.

GECC continues that they may not have paid the Debtor and
Greenbelt PET at market rate for the value of perks such as
personal use of company automobiles, like the Maybach, which they
may have received from the Debtor, or that voidable transfers of
other natures, both to these persons and to other corporate
affiliates of the Debtor, may exist.

As a result of these anomalies, GECC tells the Court that an
appointment of an examiner is appropriate, including an
investigation as to the following:

   (1) Whether any corporate assets of the Debtor or Greenbelt PET
       have been improperly diverted to Dr. Sahni or his family
       members or to various corporate affiliates of the Debtor
       via dealings between these persons and the Debtor and
       Greenbelt PET at less than arms-length, for inadequate
       value, and, if so, whether these circumstances give rise
       to de-facto fraudulent conveyances or other avoidable
       transfers which should be recovered by the Debtor's
       bankruptcy estate, for the benefit of all creditors, under
       applicable law; and

   (2) Whether grounds exist to pierce the Debtor's corporate veil
       and make Dr. Sahni liable for the claims of all corporate
       creditors, insofar as the delay in producing corporate
       records suggests both records mis-management as well as the
       possibility that corporate formalities may not have been
       followed.

GECC reminds the Court that the requested appointment of an
examiner is mandatory under Section 1104(c)(2) of the U.S.
Bankruptcy Code, if a Debtor's unsecured liquidated debts to
corporate creditors exceed $5 million.  Otherwise, appointment is
discretionary under Section 1104(c)(1).

Here, the Debtor's liquidated debt to GECC totals more than
$5 million.  Whether or not unsecured debt of more than $5 million
is owed to GECC will depend on the scope and valuation of GECC's
collateral, including receivable collateral for which the Debtor
disputes the validity of GECC's lien.

                       About Greenbelt CT

Greenbelt, Maryland-based Greenbelt C.T. Imaging Center LLC
provides medical laboratory and diagnostic services including
computer tomography imaging and positron emission tomography.
The Debtor filed for chapter 11 protection on Sept. 16, 2007
(Bankr. D. Md. Case No. 07-18958).  Karen H. Moore, Esq., at
Paley, Rothman, Goldstein, Rosenberg, Eig & Cooper, Chartered,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case
to date.  When the Debtor filed for bankruptcy, it listed
estimated assets and debts between $1 million to $100 million.


HEALTHSPORT INC: Posts $3.0 Million Net Loss in Third Quarter
-------------------------------------------------------------
Healthsport Inc. reported a net loss of $3.0 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of $296,107
in the comparable period in 2006.

During the three months ended Sept. 30, 2007, the company had
product sales of $110,473 and revenues from license fees,
royalties and services of $45,134, a total of $155,607.  There
were no sales in the corresponding 2006 period.

Total costs and expenses increased to $3.0 million in the three
months ended Sept. 30, 2007, compared to total costs and expenses
of $176,922 in the 2006 period.  The company had minimal
operations in 2006 until completing the acquisition of Health
Strip at the end of March 2006.

During the nine months ended Sept. 30, 2007, the company had
product sales of $135,058 and revenues from license fees,
royalties and services of $109,156, a total of $244,214. There
were no sales in the corresponding 2006 period.

Net loss was $6.9 million during the nine months ended Sept. 30,
2007, compared with a net loss of $1.1 million in the nine months
ended Sept. 30, 2006.  Total costs and expenses increased to
$7.0 million from $392,982 in the nine months ended Sept. 30,
2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$34.7 million in total assets, $2.1 million in total liabilities,
and $32.6 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?2613

                       Going Concern Doubt

As of Sept. 30, 2007, the company had working capital of
$1.1 million and had incurred losses of $3.0 million and
$6.9 million during the three and nine months ended Sept. 30,
2007, respectively.  In addition, the Company had revenues of
$155,607 and $244,214 during the three and nine months ended
Sept.  30, 2007, respectively.  The company began sales of two new
products in the fourth quarter, FIX STRIPS(TM) and a lower dose
electrolyte strip for children.  However, while the company
expects substantial sales growth from these and its other
products, it is unlikely sales will generate sufficient cash flow
to fund the development of business, projected operating expenses
and commitments before 2008.

These conditions raise substantial doubt about the company's
ability to continue as a going concern.

                      About Healthsport Inc.

Headquartered in Tulsa, Okla., HealthSport Inc. (OTC BB: HSPO.OB)
-- http://www.healthsportinc.com/-- is a developer, manufacturer
and marketer of proprietary branded and private label edible film
strip nutritional supplements and over-the-counter drugs.  The
company owns two subsidiaries - Enlyten Inc. and InnoZen Inc.
Enlyten was created to market and distribute HealthSport's
products.  InnoZen -- http://www.innozen.com/-- is the developer,
formulator, and manufacturer of edible film strips that deliver
drug actives through buccal absorption.


HIDDEN SPLENDOR: Wants to Access First Zion's Cash Collateral
-------------------------------------------------------------
Hidden Splendor Resources Inc. asks the United States Bankruptcy
Court for the District of Nevada for authority to use the cash
collateral of Zions First National Bank.

The Debtor tells the Court that the cash collateral will be used
to enable continued operations during the course of its Chapter 11
proceeding.

The Debtor's bankruptcy counsel, John White, Esq., said Zions
First have agreed to allow the Debtor to use its cash collateral
provided that the Debtor complies with the terms in the agreement
and financial requirements of the budget.

Under the agreement, the Debtor will, among others:

   a) forfeit the Debtor's right to seek, absent Zions First
      consent, superprioty financing under the provisions of the
      Bankruptcy Code Section 364(d);

   b) grant to Zions First a lien on property of the estate
      subject to its pre-petition lien, including cash and any
      other postpetition accretions, which lien has priority over
      any and all administrative expenses of the kind specified in
      Section 503(b) of the Bankruptcy Code;

   c) agree not to contest the validity or perfection of Zions
      First prepetition liens and financing statements;

   d) agree that Zions First postpetition liens are subject to
      automatice perfection, without need to comply with
      applicable state laws;

   e) agree that any extension of the exclusivity period to file
      a disclosure statement and plan shall not extend that period
      as to Zions First; and

   f) release Zions First from any prepetition liability.

In addition, the Debtor agreed that all cash and cash equivalent
will be deposited immediately as provided in the agreement.

Based in Reno, Nevada, Hidden Splendor Resources, Inc., is a real
estate investment trust.  The company and its affiliate, Mid-State
Services, Inc., filed for chapter 11 protection on Oct. 15, 2007
(Bankr. D. Nev. Case Nos. 07-51378 & 07-51379).  John A. White,
Jr., Esq., represents the Debtor in its restructuring efforts.
The U.S. Trustee for Region 17 has appointed five creditors to
serve on an Official Committee of Unsecured Creitors for the
Debtor's case.  Mark E. Freedlander, Esq., at McGuirewoods LLP,
represents the Committee.  Hidden Splendor diclosed estimated
assets between $10 million and $50 million and estimated debts
between $1 million and $10 million at the time of its filing.
Mid-State disclosed estimated assets and debts between $1 million
and $10 million.


HOME DIRECTOR: Sept. 30 Balance Sheet Upside-Down by $4.3 Million
-----------------------------------------------------------------
Home Director Inc.'s consolidated financial statements for the
quarter ended Sept. 30, 2007, showed $5.5 million in total assets
and $9.8 million in total liabilities, resulting in a $4.3 million
total shareholders' equity.

At Sept. 30, 2007, the company's consolidated financial statements
also showed strained liquidity with $1.3 million in total current
assets available to pay $8.3 million in total current liabilities.

The company reported a net loss of $1.5 million on revenue of
$870,215 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $649,356 on revenue of $26,262 in the same period
last year.

The increase in revenue was primarily attributable to businesses
acquired during the first quarter of 2007 and the balance is
attributable to the company's emergence from bankruptcy.

The increase in net loss was primarily attributable to increased
general and administrative, sales and marketing, and interest and
other expenses.

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?2616

                       Going Concern Doubt

Bedinger & Company CPAs, in Concord, Calif., expressed substantial
doubt about Home Director 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.

                       About Home Director

Headquartered in Fremont, Calif., Home Director Inc. (OTC BB:
HMDO.OB) -- http://www.homedirector.com/-- provides home
networking solutions to homeowners through a network of
distribution and technology business partners.  The company and
its debtor-affiliates filed separate chapter 11 petitions on
Sept. 28, 2005 (Bankr. N.D. Calif. Lead Case No. 05-45812).  Tracy
Green, Esq., and Elizabeth Berke-Dreyfuss, Esq., at Wendel, Rosen,
Black and Dean, represented the Debtors.  The Debtors estimated
their assets at $10.6 million and Debts at $4.2 million when they
filed for bankruptcy.

Subsequent to the Bankruptcy Court's confirmation of Debtors'
Joint Plan of Reorganization on Oct. 12, 2006, the company emerged
from Bankruptcy on Oct. 23, 2006.


HYDROGEN POWER: Posts $1.5 Million Net Loss in Third Quarter
------------------------------------------------------------
Hydrogen Power Inc. reported a net loss of $1.5 million for the
third quarter ended Sept. 30, 2007, compared with a net loss of
$2.9 million in the same period last year.  The company reported
$-0- revenues for both comparable periods.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$7.9 million in total assets, $2.1 million in total liabilities,
and $5.8 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $403,988 in total current assets
available to pay $2.1 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2618

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about Hydrogen Power 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 incurred significant
losses and has an accumulated deficit of approximately
$55 million, and a working capital deficit of $2.0 million at
Dec. 31, 2006.

On Aug. 6, 2007, the company received a notice of default from two
of its lenders demanding immediate payment of all monies due
including costs incurred in collection.

                       About Hydrogen Power

Headquartered in Seattle, Wash., Hydrogen Power Inc. (OTC BB:
HYDP.OB) -- http://www.hydrogenpowerinc.com/-- performs hydrogen-
related testing, research and engineering, and has developed a
patented system that creates pure hydrogen from the reaction of
aluminum and water.  The patented technology allows hydrogen gas
to be generated on-site and on-demand, without electricity, thus
offering the potential to overcome transportation and storage
problems.  The company is at the early stage of testing and
evaluating the commercial application of the licensed technology
and the design and engineering of prototypes.


ICONIX BRAND: Planned Loan Increase Cues Moody's to Hold B1 PDR
---------------------------------------------------------------
Moody's Investors Service affirmed Iconix Brand Group Inc.'s
Corporate Family and Probability of Default Ratings at B1 and the
company's secured term loan financing at Ba2 following the
company's announcement it is intending to increase the existing
term loan to approximately $270 million from $210 million
utilizing the term loan facility's 'accordion' option.  The
proceeds from the incremental term loan facility will be primarily
used to fund the purchase of the Starter brand from Nike, Inc.
Moody's also affirmed the B3 rating of the company's
$287.5 million senior subordinated notes.  The rating outlook
remains stable.

Iconix's B1 corporate family rating reflects its relatively stable
and predictable revenue streams from royalty payments received by
the company which include significant guaranteed minimum amounts,
diversification of the company's product and brand portfolio, and
financial metrics which remain higher than for similarly rated
peers.  These factors are offset by its narrow business focus
solely as a licensor of brands, its acquisitive growth strategy,
with the majority of current revenues derived from brands acquired
since the beginning of 2006.  The stable outlook reflects Moody's
expectations the company will continue to maintain financial
metrics at levels appropriate for the rating category and to
maintain stable licensing revenues for the company as a whole.

The secured term loan rating reflects its probability of default
rating of B1 and its loss given default assessment of LGD 2 -- 21%
and the B3 rating for the convertible senior subordinated notes
reflects the probability of default rating of B1 and the loss
given default assessment of LGD 5 -- 78%.

These ratings were affirmed, and LGD assessments amended:
  -- Corporate Family Rating and Probability of Default Rating
     at B1
  -- $270 million senior secured term loan at Ba2 (LGD amended
     to LGD 2 -- 21% from LGD 2 -- 20%)
  -- $287.5 million senior subordinated notes due 2012 at B3
     (LGD amended to LGD 5 -- 78% from LGD 5 -- 77%)
  -- Speculative Liquidity Rating at SGL-2

Based in New York, NY, Iconix Brand Group, Inc. owns, licenses and
markets a portfolio of consumer brands including Candies, Bongo,
Badgley Mischka, Joe Boxer, Rampage, Mudd, London Fog, Mossimo,
Ocean Pacific, Danskin, Rocawear, Fieldcrest, Cannon, Royal
Velvet, Charisma and Starter (pending).  The company reported
revenues of $139 million for the 12 month period ending Sept. 30,
2007.


IKON OFFICE: Moody's Rates Proposed $150MM Senior Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$150 million senior unsecured note of IKON Office Solutions and,
consistent with its existing debt, placed the rating under review
for possible downgrade.

Ratings assigned and placed under review include:

  -- Senior unsecured $150 million note due 2012 at Ba3; LGD 4;
     64%

The review was initiated November 21, 2007, and prompted by the
company's announcement that it will tender for $295 million of
common stock and fund such transaction with the proposed note
issuance as well as balance sheet cash.  The company also intends,
subject to financing and market conditions, to repurchase
additional shares in fiscal 2008 such that total repurchases would
reach $500 million.

The review will focus on the company's capital structure and
liquidity profile pro forma the tender offer and subsequent share
repurchases as well as the company's prospects to profitably grow
revenues on a sustained basis in the competitive and slow growth
office equipment sector.

IKON Office Solutions, headquartered in Malvern, Pennsylvania is
the largest independent copier distributor in North America and
the United Kingdom with revenues of $4.2 billion.


INPHONIC INC: Hires BMC Group as Claims and Balloting Agent
-----------------------------------------------------------
InPhonic Inc. and its debtor-affiliates obtained authority from
the United States Bankruptcy Court for the District of Delaware to
employ BMC Group Inc. as their noticing, claims and balloting
agent, nunc pro tunc to Nov. 8, 2007.

BMC Group is expected to:

   a) prepare and serve required notices in these Chapter 11
      cases, including, as necessary;

      -- notice of the commencement of these Chapter 11 cases and
         it the initial meetings of creditors under Section 341 of
         the Bankruptcy Code;

      -- notice of the claims bar date;

      -- notice of objections to claims;

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

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

      -- the publication of required notices, as necessary;

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

   c) assist the Debtors in the preparation and filing of the
      schedules of assets and liabilities and statement of
      financial affairs;

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

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

      -- name and address of the claimant and any agent;

      -- date received;

      -- claim number assigned; and

      -- asserted amount and classification of the claim;

   f) create and administer a claims database;

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

   h) transmit to the clerk's office a copy of the claims register
      on a monthly basis, or, in the alternative, make available
      the proof of claim docket online to the clerk's office via
      the claims manager claims systems;

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

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

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

   l) assist the Debtors in the reconciliation and resoultion of
      claims;

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

   n) provide temporary employees to process claims, as necessary;

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

   p) provide others claims processing, noticing, and related
      administrative services as amy be requested from time to
      time by the Debtors; and

   q) promptly comply with further conditions and requirements as
      the clerk's office or the Court may at any time prescribe.

The Debtors agreed that fees and expenses of the firm incurred be
treated as administrative expense of the Debtors' estates, and the
firm be paid in the ordinary course of business.

Tina Marie Feil, the president of the firm's legal services,
assures the Court that the firm is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.

When the Debtors filed from protection from their creditors,
they listed total assets of $120,916,991 and total debts of
$179,402,834.


INPHONIC INC: Section 341(a) Meeting Scheduled for December 13
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of InPhonic Inc. and its debtor-affiliates at 2:30 p.m. on
Dec. 13, 2007.

The hearing will be held at Caleb Boggs Federal Building, 844 King
Street, 2nd Floor, Room 2112 in Wilmington, Delaware.

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

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

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.

When the Debtors filed from protection from their creditors,
they listed total assets of $120,916,991 and total debts of
$179,402,834.


INTEGRAL NUCLEAR: Exclusive Plan Filing Period Moved to Jan. 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey further
extended Integral Nuclear Associates LLC and its debtor-
affiliates' exclusive period to file a plan of reorganization
until Jan. 28, 2008, Bill Rochelle of Bloomberg News reports.

Within that period, other parties are barred from filing any plan.

The Court previously extended the Debtors' exclusive periods to:

   a) file a plan of reorganization until Dec. 11, 2007; and

   b) solicit acceptances to that plan until Feb. 9, 2008.

Based in Paoli, Pennsylvania, Integral Nuclear Associates LLC --
http://www.integralpet.com/-- operates nuclear imaging centers.
The company and 25 of its affiliates filed for Chapter 11
protection on April 15, 2007 (Bankr. D. N.J. Case Nos. 07-15183
through 07-15215).  Ilana Volkov, Esq., and Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent
the Debtors.  Lawyers at Norris McLaughlin & Marcus, PA, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts of $1 million to $100 million.


JAYS FOODS: Submits Schedules of Assets and Liabilities
-------------------------------------------------------
Jays Foods Inc. and Select Snacks Inc. submitted to the Honorable
Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern
District of Illinois their schedules of assets and liabilities,
disclosing:

   Name of Schedule               Assets      Liabilities
   ----------------             ----------    -----------
   A. Real Property             $2,966,272
   B. Personal Property         37,742,892
   C. Property Claimed                   -
      as Exempt
   D. Creditors Holding                       $20,124,308
       Secured Claims
   E. Creditors Holding                           757,580
      Unsecured Priority
      Claims
   F. Creditors Holding                         9,863,867
      Unsecured Non-
      Priority Claims
                               -----------    -----------
      TOTAL                    $40,709,164    $30,745,755

                        About Jays Foods

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

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

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

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

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

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


JAYS FOODS: Court Sets December 17 as General Claims Bar Date
-------------------------------------------------------------
The Honorable Pamela S. Hollis of the U.S. Bankruptcy Court for
the Northern District of Illinois set Dec. 17, 2007, as the last
day for filing general proofs of claims against Jays Foods Inc.
and Select Snacks Inc.

Governmental unit have until April 8, 2008 to file their proofs of
claim.

Proofs of claims must be received on or before the bar date by:

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

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

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

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

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

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

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


JOSEPH CHOAT: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Joseph S. Choat
             dba Sterling Resource &
                 Property Management
             531 Cayuga Street
             Joliet, IL 60432

Bankruptcy Case No.: 07-22777

Chapter 11 Petition Date: December 4, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Chris D Rouskey, Esq.
                  Rouskey and Baldacci
                  151 Springfield Ave.
                  Joliet, IL 60435
                  Tel: (815) 741-2118
                  Fax: (815) 741-0670

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 15 Largest Unsecured Creditors:

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

Werner, Rogers, Doran & Ruzon   miscellaneous bill     $51,520
775 Essington Road
Joliet, IL 60435

County of Will                   ordinance             $22,000
C/O Will County State's          violation judgment
Attorney
121 N. Chicago Street
Joliet, IL 60432

Andrew Boyer                     miscellaneous          $8,841
915 W. Jefferson Street, #100    debt
Joliet, IL 60435

Pentagroup Financial             credit card            $6,766

East Joliet Sanitary District    unpaid utility         $6,456
                                 bill

Equity Trust Company             deficiency             $6,270

City of Joliet Water Department  unpaid utility         $4,322
                                 bill

City of Joliet                   unpaid judgment        $4,136

Card Service Center              credit card            $2,527

Armor Systems Corporation        miscellaneous          $2,368

C.B.C.S.                         miscellaneous          $2,150

Account Solutions Group          credit card            $2,088

CitiCards                        credit card            $1,318

Baron's Creditor's Services      miscellaneous          $1,170

Capital One                      credit card            $1,058


KEVIN COOK: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Kevin Preston Cook
             Phyllis Byers Cook
             1020 Windlea Run
             Wilmington, NC 28409

Bankruptcy Case No.: 07-04602

Type of Business: The Debtors own and manage mortgage broker
                  Carolina Home Mortgage Co.  He also owns Office
                  Holdings, L.L.C., which rents office space, and
                  R.R.&D. Ltd.  Phyllis Cook provides dental
                  services too.

Chapter 11 Petition Date: December 5, 2007

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: Algernon L. Butler, Jr.
                  Butler & Butler, L.L.P.
                  P.O. Box 38
                  Wilmington, NC 28402
                  Tel: (910) 762-1908

Total Assets: $12,067,767

Total Debts:  $11,799,008

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                Guarantor of Office   $830,000
Attention: Managing            Holdings, L.L.C.
Officer/Agent
100 North Tryon Street
(M.C. N.C.1-007-18-01)
Charlotte, NC 28255

Cape Fear Bank                 Third mortgage        $510,383
Attention: Managing            and security
Officer/Agent                  interest in personal
1117 Military Cutoff Road      property ($22,510.00)
Wilmington, NC 28405           and personal
                               residence; value of
                               security: $1,540,000;
                               value of senior lien:
                               $1,575,682

                               Second mortgage       $588,832
                               and security
                               interest in personal
                               property ($22,510.00)
                               and personal
                               residence; value of
                               security: $1,540,000;
                               value of senior lien:
                               $986,850

Chase                          Credit card           $24,475
Attention: Managing
Officer/Agent
P.O. Box 15298
Wilmington, DE 19850-5298

Adam Martin                    Rent deposit          $1,800

Katie Greene                   Rent deposit          $1,500

Verizon Wireless               Telephone service     $838

Adam Knox                      Rent deposit and      $820
                               prepaid rent

John Bryant                    Rent deposit and      $820
                               prepaid rent

Mark Britt                     Rent deposit and      $820
                               prepaid rent

Carolyn L. Portman             Rent deposit and      $811
                               prepaid rent

Jillian Cleveland              Rent deposit and      $811
                               prepaid rent

Lauren R. Waddey               Rent deposit and      $811
                               prepaid rent

Maryann Ainulhayat             Rent deposit and      $811
                               prepaid rent

Town of Carolina Beach         Water, sewer and      $422
                               storm water


LEVITT AND SONS: Trustee Appoints Nine-Member Creditors Committee
-----------------------------------------------------------------
Donald F. Walton, acting United States Trustee for Region 21, has
appointed nine members to represent the Official Committee of
Unsecured Creditors in Levitt and Sons LLC and its debtor-
affiliates' Chapter 11 cases.

The Creditors Committee is currently composed of:

   (1) Alfred D. Strack
       Strack, Inc.
       125 Laser Ind. Court
       Fairburn, Georgia
       Tel. No.: 770-969-1591
       Fax  No.: 770-964-7889

   (2) Todd Hunt, Controller
       Piedmont Landscape Contractors, LLC
       5000 Kristie Way
       Chamblee, Georgia
       Tel. No.: 770-723-1889
       Fax  No.: 770-493-4608

   (3) K. John Sweet, Corporate Credit Manager
       American Woodmark Corp., d/b/a Timberlake Cabinets
       3102 Shawnee Drive
       Winchester, Virginia
       Tel. No.: 540-665-9184
       Fax  No.: 540-665-9142

   (4) Stevan Kraguljac
       Sky General Contracting Inc.
       13939 Wood Duck Circle
       Bradenton, Florida
       Tel. No.: 941-752-6355; 941-809-9979
       Fax  No.: 941-752-6355

   (5) Jimmy Eagan, President
       JNJ Foundation Specialists Inc.
       8870 Maple Run Tr.
       Gainesville, Georgia
       Tel. No.: 770-886-1807
       Fax  No.: 770-886-2480

   (6) Richard Julius, Jr., Chief Financial Officer
       Georgia Floors, Inc.
       1100 Cobb International Place
       Kennesaw, Georgia
       Tel. No.: 770-420-5663
       Fax  No.: 678-781-9172

   (7) Dawn Durante, Manager
       Quality Construction Management of Georgia, Inc.
       675 Mansell Road
       Suite 250
       Roswell, Georgia
       Tel. No.: 770-667-6500
       Fax  No.: 770-667-6526

   (8) John M. Bartley
       American Door & Mill Company
       2801 West Airport Blvd.
       Sanford, Florida
       Tel. No.: 407-321-3667
       Fax  No.: 321-257-0304

   (9) Susan McCulloch
       M&N Construction Services, Inc.
       3300 Indian Trail
       Eustis, Florida
       Tel. No.: 352-589-0310
       Fax  No.: 352-483-3751

Mr. Strack is the temporary chairperson of the Creditors
Committee.

                      About Levitt and Sons

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

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Wants to Hire Ruden McClosky as Special Counsel
----------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates, excluding Levitt
and Sons of South Carolina, LLC, Levitt and Sons of Horry County,
and Levitt Construction - South Carolina, LLC, seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Ruden McClosky Smith Schuster & Russel, P.A., as their
special counsel, nunc pro tunc to the Debtor's bankruptcy filing.

Ruden represented certain of the Debtors before their bankruptcy
in connection with closings and lien issues in Tennessee, Georgia
and Florida.  As a result, Ruden is familiar with these matters,
and has already devoted numerous hours in addressing the issues,
Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Fort
Lauderdale, Florida, says.  The firm has extensive knowledge in
these related fields and is well qualified to advise the Debtors,
he adds.

Mr. Singerman tells the Court that the firm's prior
representation of the Debtors does not preclude its retention as
special counsel pursuant to Section 327(e) of the U.S. Bankruptcy
Code.

Ruden will provide legal services in connection with closings and
lien issues in Tennessee, Georgia and Florida.

The Debtors have sought and obtained Court approval for the
retention of Berger Singerman, P.A., as their general bankruptcy
counsel in their Chapter 11 cases.  Mr. Singerman assures the
Court that the scope of services to be rendered by Ruden will not
be duplicative of those services to be rendered by Berger
Singerman, and the services of these counsel will not overlap.

Mr. Singerman states that although, as of the date of bankruptcy,
Ruden holds a prepetition claim against the Debtors for $56,264,
the matters on which the firm is to be employed are unaffected by
the fact of that claim.

The Debtors will pay Ruden at its standard hourly rates, which
are revised during January of each year, and will reimburse the
firm for cash disbursements and for reasonable and necessary
expenses.  The firm's current rates are:

      Designation                 Hourly Rate
      -----------                 -----------
      Partners                    $255 - $525
      Associates                  $190 - $415
      Paralegals                   $60 - $195
      Land Planners               $150 - $210
      Law Clerks                   $95 - $105

Barry E. Somerstein, a shareholder of Ruden, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors, their estates, or creditors in the matters upon
which Ruden is proposed to be retained.

                      About Levitt and Sons

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

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Can Use Cash Collateral Until December 19
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
again gave interim authority to Levitt and Sons LLC and its
debtor-affiliates to use cash on hand from the date of bankruptcy
through the Dec. 19, 2007 hearing.

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

As adequate protection for the use of cash on hand, each of the
lenders, KeyBank, N.A., RegionsBank, N.A., Wachovia Bank, N.A.,
AmTrust Bank, FSB, and Bank of America, the Court granted each a
replacement lien on all postpetition property of the Debtors that
is of the same nature and type as each lender's prepetition
collateral.

Before the December 19 Hearing, any lender may seek to terminate
the Debtors' use of cash collateral on an emergency basis with
expedited notice to the Debtors.

All objections to the cash collateral motion not previously
resolved are overruled by the Court.

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

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MARC HORTON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Marc Steven Horton
        Debra Sue Burdyshaw-Horton
        56 Carriage Lane
        Laguna Hills, CA 92653

Bankruptcy Case No.: 07-14111

Chapter 11 Petition Date: December 5, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Vicki L Schennum, Esq.
                  2677 North Main Street, Suite 320
                  Santa Ana, CA 92805
                  Tel: (714) 542-1411

Estimated Assets:   $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

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


MCTYRE GRADING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: McTyre Grading and Pipe, Inc.
        4818 Hill Road
        Powder Springs, GA 30127

Bankruptcy Case No.: 07-80627

Type of Business: The Debtor is a grading contractor.

Chapter 11 Petition Date: December 5, 2007

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, Northeast
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Georgia Department of Revenue  1999 withholding      $636,297
Bankruptcy Section
P.O. Box 161108
Atlanta, GA 30321

S.A. White Oil Co., Inc.       business debt         $512,403
P.O. Box 1057
Marietta, GA 30061-1057

Internal Revenue Service       940- December 31,     $190,496
Centralized Insolvency         2001; 2290- July 1,
Operations                     2004; 941- December
P.O. Box 21126                 31, 2003; 2290- July
Philadelphia, PA 19114-0326    1, 2006

Yancey Brothers Co.            business debt         $114,013

American Express               business credit       $87,191
                               card

Southeast Culvert, Inc.        business debt         $60,761
/Old N./P.

Central Atlanta Tractor Sales  business debt         $55,266

Georgia Explosives, L.L.C.     business debt         $55,174

Mainline Supply/Way of the     business debt         $44,082
Cross

J.B. Jones Drilling Co., Inc.  business debt         $34,524

E.F.S. Engineered Fabric       business debts        $30,091
Specialists

Bob Grinding Equipment, L.L.C. business debt         $28,080

L.&N. Supply Co., Inc.         business debt         $24,176

R.S.C. Rental Service Corp.    business debt         $24,112

Metro Concrete Products        business debt         $22,393

Georgia Department of Labor    4/2002, 2/2003,       $21,789
                               3/2003, 4/2003,
                               1/2004, 2/2004,
                               3/2004, 4/2004

Smith Barney/Citistreet        business debt         $20,176

Coffey Brothers, Inc.          business debt         $20,000

Rachelson & White              business debt         $19,830

Nasser Heavy Equipment, Inc.   business debt         $15,970


MILDRED MIRAN : Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mildred Miran
        21500 Miran Farm Lane
        Aldie, VA 20105

Bankruptcy Case No.: 07-13814

Chapter 11 Petition Date: December 5, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Ann E. Schmitt, Esq.
                  Culbert & Schmitt, P.L.L.C.
                  30C Catoctin Circle Southeast
                  Leesburg, VA 20175
                  Tel: (703) 737-6377
                  Fax: (703) 737-6370

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Citibank Advantage V.I.S.A.    $44,600
P.O. Box 6004
Sioux Falls, SD 57117

Capital One Services, Inc.     $18,107
P.O. Box 85617
Richmond, VA 23285

Bank of America                $12,549
A.Q.H.A. MasterCard
P.O. Box 15726
Wilmington, DE 19886

Chase Marriott Rewards         $9,483
V.I.S.A.

Chase Mary Kay V.I.S.A.        $9,221

Chase United Mileage Plus      $9,969
V.I.S.A.

Lowe's                         $2,140

Browning Equipment             $1,838

Kohl's                         $738


MORGAN STANLEY: Minimal Paydown Cues Fitch to Hold Ratings
----------------------------------------------------------
Fitch Ratings has affirmed these classes of Morgan Stanley Capital
I Trust 2007-Top25, commercial mortgage pass-through certificates:

  -- $60.1 million class A-1 at 'AAA';
  -- $144.6 million class A-1A at 'AAA';
  -- $77.7 million class A-2 at 'AAA';
  -- $62.3 million class A-AB at 'AAA';
  -- $784.4 million class A-3 at 'AAA';
  -- $155.5 million class A-M at 'AAA';
  -- $110.8 million class A-J at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $27.2 million class B at 'AA';
  -- $11.7 million class C at 'AA-';
  -- $25.3 million class D at 'A';
  -- $11.7 million class E at 'A-';
  -- $13.6 million class F at 'BBB+';
  -- $13.6 million class G at 'BBB';
  -- $11.7 million class H at 'BBB-';
  -- $3.9 million class J at 'BB+';
  -- $3.9 million class K at 'BB';
  -- $5.8 million class L at 'BB-';
  -- $3.9 million class M at 'B+';
  -- $1.9 million class N at 'B';
  -- $3.9 million class O at 'B-'.

Fitch does not rate the $15.5 million class P certificates.

The rating affirmations are the results of stable performance and
minimal paydown since issuance.  As of the November 2007
remittance report, the transaction has paid down 0.4% to $1.55
billion from $1.56 billion at issuance.

There are currently no delinquent or specially serviced loans in
the transaction.

Two loans, The London NYC Hotel Land Interest (1.7%) and Huron
Estates (1.1%) maintain investment grade shadow ratings.

The London NYC Hotel Land Interest, a 334,125 square foot parcel
in New York City is ground leased to the London NYC Hotel and no
variance in performance has been reported since issuance.  Huron
Estates, an 806 pad mobile home park located in Romulus, Michigan,
is 98% occupied as of June 2007, compared to 97% occupancy at
issuance.


MOVIE GALLERY: Can Hire Ernst & Young as Tax Advisors
-----------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Ernst & Young LLP as their independent
auditors, accountants and tax advisors in their Chapter 11 cases.

Acting on Movie Gallery, Inc.'s behalf, Page Todd, executive
vice president, secretary and general counsel to the Debtors,
entered into an audit services agreement and tax services
agreement with Ernst & Young.

Pursuant to the agreements, Ernst is expected to provide audit and
accounting services, particularly:

   (a) annual audit procedures necessary to express an opinion
       on the Debtors' consolidated financial statements, and on
       the effectiveness of their internal controls over
       financial reporting, as of Jan. 6, 2008;

   (b) quarterly review services for timely reviews of the
       Debtors' consolidated quarterly financial information;

   (c) research and consultation regarding financial accounting,
       and reporting matters as, and when they arise;

   (d) communications with the Audit Committee of the Board of
       Directors of Movie Gallery, Inc., as required and
       scheduled; and

   (e) preparation of management letters to communicate to the
       Debtors and the Audit Committee any material weaknesses
       or significant deficiencies in internal controls over
       financial reporting, if any, as well as suggestions for
       improving any other deficiencies that do not rise to the
       level of a material weakness or significant deficiency.

The firm is also expected to perform certain tax services,
including:

   (a) routine on-call tax advice and assistance concerning
       issues as requested by Movie Gallery, Inc.'s tax
       department, provided that the projects are not covered by
       a separate project addendum and do not involve any
       significant tax planning or projects; and

   (b) consultation related to the Debtors' bankruptcy filing
       tax issues, including (i) effect of discharge of
       indebtedness, if any, (ii) tax attribution reduction,
       (iii) entitlement to refunds, (iv) analysis of Internal
       Revenue Service (IRS) proofs of claim, (v) assistance
       With advisory proceedings related to tax claims, and
       (vi) potential to discharge IRS claims.

Ernst & Young will be paid based on its hourly rates:

      Designation                           Hourly Rate
      -----------                           -----------
      Partners, Principals and Directors      US$600
      Senior Managers                         US$500
      Managers                                US$400
      Seniors                             US$250 - US$275
      Staff                                   US$200

Alvin L. Winterroth, Esq., a partner at Ernst & Young, informed
the Court that the Debtors made pre-bankruptcy payments for
$521,306 and a retainer fee of approximately US$200,000 to his
firm.

As of the bankruptcy filing, Ernst & Young was owed $60,645 of
prepetition payments by the Debtors.  Upon the Court's approval
of the firm's retention in the Debtors' Chapter 11 Cases, the
firm will waive its right to receive any prepetition fees or
expenses incurred on the Debtors' behalf.

Mr. Winterroth assured the Court that Ernst & Young neither
holds nor represents any interest adverse to the Debtors and
their estates, and the firm 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.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' spokeswoman Meaghan Repko said that the Plan will not
be filed before November 27, and the company does not expect to
exit bankruptcy protection before the second quarter of 2008.


MOVIE GALLERY: Inks DIP Financing Pact Amendment w/ Goldman Sachs
-----------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates entered into an
amendment to the Secured Senior-Priority DIP Credit and Guaranty
Agreement with Goldman Sachs Credit Partners L.P., as syndication
agent and documentation agent, and The Bank of New York, as
administrative agent and collateral agent, Thomas D. Johnson, Jr.,
executive vice president and chief financial officer of Movie
Gallery, Inc., informed the Securities and Exchange Commission.

The amendment was done to comply with the final DIP financing
order given by the Honorable Douglas O. Tice of the U.S.
Bankruptcy Court for the Eastern District of Virginia.

Pursuant to the amendment, Section 3.2(b) of the Credit Agreement,
which required the Debtors to have been assigned and maintain a
credit rating by Moody's and S&P, has been deleted in its
entirety.

In addition, Section 8.1(l)(iv) of the DIP Credit Agreement has
been deleted and replaced in its entirety with:

   "(iv) granting any other relief that is materially adverse to
         Administrative Agent's, Syndication Agent's, Collateral
         Agent's or Lenders' interests under any Credit Document
         or their rights and remedies hereunder or their interest
         in the Collateral, provided that, in respect of the
         foregoing subclause (iv), if such relief was sought by
         parties other than Credit Parties, any of the
         Administrative Agent, Syndication Agent or Collateral
         Agent or any Lender shall have requested in writing that
         Credit Parties oppose the motion and the Credit Parties
         shall have failed to do so;."

A full-text copy of the First Amended DIP Credit Agreement is
available for free at http://researcharchives.com/t/s?2617

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' spokeswoman Meaghan Repko said that the Plan will not
be filed before November 27, and the company does not expect to
exit bankruptcy protection before the second quarter of 2008.


MOVIE GALLERY: Wants Lease Termination Procedures Approved
----------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve
certain procedures relating to the termination of lease
agreements, and consequently permit the Debtors to enter into
lease termination agreements with certain lessors.

The Debtors' proposed Procedures are:

   (1) In situations where the aggregate amount of the claims
       waived or cash consideration paid by a lessor as part of a
       lease termination agreement does not exceed $250,000, the
       Debtors are authorized to consummate the agreement that
       they determine to be in the best interest of their
       estates.

   (2) In situations where the aggregate amount of the claims
       waived or cash consideration paid by a Lessor as part of
       an agreement exceeds $250,000:

          -- the Debtors are authorized to consummate the
             agreement; and

          -- the Debtors will serve a notice of the agreement to
             all notice parties affected entities, including the
             lessor.

             Absent any written objections with respect to the
             agreement, the Debtors are authorized to immediately
             consummate the transaction; provided that the
             Parties will have an additional three business days
             to object.  If any timely filed objection is not
             resolved within the period, the agreement will only
             be consummated upon Court order, except for multiple
             agreements that are the subject of the same notice.

   (3) The Debtors may effect set-offs without obtaining further
       Court approval.

       In the event that the Debtors have provided a cash
       security deposit, bond or similar financial instrument to
       secure their obligations under the lease, the lessor is
       permitted to effect an otherwise valid set-off when
       entering into the agreement, in accordance with Section
       553 of the Bankruptcy Code.

Kimberly A. Pierro, Esq., at Kutak Rock LLP, in Richmond,
Virginia, relates that under the circumstances of the Debtors'
Chapter 11 cases, allowing lease termination agreements pursuant
to the Procedures "is supported by a sound business purpose."

Specifically, she says, the Debtors will enter into LTAs to
obtain value for their estates through several different avenues,
specifically to store locations that are not currently profitable
or are not projected to be profitable in the future.

Accordingly, the Debtors intend to enter into LTAs with a lessor
to terminate the lease in exchange for value, including but not
limited to the the lessor's waiver of prepetition or postpetition
claims and cash consideration, which permits the lessor to relet
premises to third parties immediately upon the LTAs'
effectiveness and regain certainty with respect to the lease.

Ms. Pierro adds that absent the LTAs, the Debtors are deemed to
be potentially burdened with unnecessary and additional
obligations.  The Debtors are left with four options with respect
to unprofitable or potentially unprofitable store locations:

   (a) maintain the current lease;
   (b) assume the lease;
   (c) reject the lease; or
   (d) enter into LTAs with respect to the Lease, and
       subsequently obtain Court approval of the agreements.

The Debtors anticipate that they will seek to enter into LTAs on
a continuing basis to ensure that they do not unnecessarily incur
administrative expenses for unnecessary or unprofitable Leases.
If the Debtors were required to file a separate request, as
opposed to acting with authority pursuant to Court-approved
procedures, the Debtors will spend substantial sums preparing,
filing and serving requests with the Court.

                 LTA Procedures Must be Approved

According to Ms. Pierro, the LTAs will minimize the Debtors'
postpetition obligations, but will not come at the expense of
counterparties' rights to the leases and other parties in
interest, as each agreement entered into by the Debtors will
require mutual consent from the lessor.

Specifically, the Debtors will evaluate potential LTAs with the
aid of their advisors, negotiate with the lessors, and enter into
the agreements that represent commercially viable transactions.
Hence, the transactions contemplated by the LTA Procedures will
be conducted in good faith and at arm's-length, Ms. Pierro
assures the Court.

Furthermore, she adds, the LTA Procedures allow the Debtors and
Lessors to mutually negotiate and consent to set off various
obligations without further Court authority through an LTA
thereby saving all parties substantial legal expense to effect
otherwise valid set-offs.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' spokeswoman Meaghan Repko said that the Plan will not
be filed before November 27, and the company does not expect to
exit bankruptcy protection before the second quarter of 2008.


NATIONAL FARM: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: National Farm Financial Corp.
        900 Cherry Avenue, Suite 218
        San Bruno, CA 94066
        Tel: (650) 866-3999

Bankruptcy Case No.: 07-31580

Chapter 11 Petition Date: December 5, 2007

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Brian Y. Lee, Esq.
                  Winston & Strawn, L.L.P.
                  101 California Street 39th Floor
                  San Francisco, CA 94111
                  Tel: (415) 398-4700

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.


NATIONAL RETAIL: Fitch Lifts Rating on Preferred Stock from BB+
---------------------------------------------------------------
Fitch Ratings has upgraded these credit ratings of National Retail
Properties, Inc.:

  -- Issuer Default Rating to 'BBB' from 'BBB-';
  -- Unsecured line of credit to 'BBB' from 'BBB-';
  -- Senior unsecured notes to 'BBB' from 'BBB-';
  -- Senior unsecured convertible notes to 'BBB' from 'BBB-';
  -- Preferred stock to 'BBB-' from 'BB+'.

Fitch's action affects approximately $1 billion in securities. The
Rating Outlook is Stable.

Fitch's upgrades follow NNN's accomplishment of several goals over
the past year that have strengthened the company's
creditworthiness, particularly in light of Fitch resolving the
company's Outlook.  Fitch revised NNN's Rating Outlook to Positive
from Stable in 2005, and in 2006, Fitch specifically identified
the following factors in connection with resolving the Positive
Outlook: NNN's ability to keep core earnings from commercial net
leased properties at current or higher levels relative to debt-
service requirements, maintain manageable risk-adjusted
capitalization, remain disciplined with respect to build-for-sale
activities that have been successful thus far, and continue
diversifying an already broad tenant base.

In 2007, through a sale-leaseback transaction with a large
convenience store owner, the purchase of theater properties from a
privately held theater operator, and other accretive acquisitions,
NNN has been able to grow earnings from stabilized free standing
retail properties.  Fitch calculates that NNN's fixed charge
coverage ratio was 2.7 times for the year-to-date period ending
Sept. 30, 2007, improved from 2.1x for the comparable period in
2006.  Given that 97% of NNN's assets are unencumbered by mortgage
debt, unencumbered properties have performed in a way that
provides ample downside protection to unsecured bondholders.

With respect to capital, NNN's risk-adjusted capitalization is
adequate for the 'BBB' senior unsecured debt level.  Although NNN
continues to invest modestly in higher-risk real estate assets
such as mezzanine loans, mortgage residual interests in
securitizations, and development properties through the company's
taxable REIT subsidiary, which admittedly contribute to FFO growth
and common stock dividend increases, the company's mostly
unencumbered portfolio and leverage level provide evidence of
appropriate risk-adjusted capitalization for the 'BBB' rating
level.  In addition, Fitch calculates that company's debt-to-
recurring EBITDA ratio was 6.1x as of Sept. 30, 2007, improved
from 6.9x as of Sept. 30, 2006.

Fitch recognizes management's focus on asset sales as an element
of active portfolio management and intention to generate
approximately $80 million in core portfolio dispositions in 2008.
However, with respect to offsetting factors, Fitch views cash
flows from asset sales as a more volatile cash flow source than
core operating earnings, and significantly discounts this cash
flow.

Another credit concern for Fitch is NNN's increased exposure to
the convenience store industry, which is nevertheless a fragmented
line of trade.  Fitch does not believe that NNN's exposure to
convenience store tenants will decline materially in the near
term.

Fitch's upgrade of NNN's preferred stock to investment-grade
follows the redemption of $45 million 9% series A preferred stock
in 2007 and common equity raises through the company's Dividend
Reinvestment and Stock Purchase Plan and equity offering in April
2007.  These financial transactions have materially improved the
position of holders of NNN's $92 million 7.375% Series C preferred
stock.

The Stable Outlook centers on NNN's strong liquidity position and
Fitch's expectation that funds from operations will grow modestly
in 2008.  Internally-generated liquidity, the ownership of a large
pool of unencumbered assets, and the recent exercise of the
accordion feature under NNN's revolving line of credit indicate a
liquidity position appropriate for the 'BBB' IDR level.

During the next 12-to-24 months, Fitch will monitor the
performance of NNN's entire franchise, including the recently
formed joint venture with an affiliate of Crow Holdings Realty
Partners IV, L.P.  Fitch will also monitor the broader retail
environment, as Fitch believes that on a macroeconomic basis,
comparable retail sales growth in 2008 will be weaker than 2007
levels.

For NNN to remain a 'BBB' rated credit, Fitch will look to NNN to
maintain fixed charge coverage ratios demonstrated in 2007 year-
to-date, continue to limit its mezzanine lending business and
mortgage residual investments, and continue to own a mostly
unencumbered property portfolio.

Formed in 1984, NNN is a fully-integrated real estate investment
trust that owns free standing retail properties leased primarily
to retail tenants under long-term net leases.  As of Sept. 30,
2007, NNN owned 876 Investment properties, located in 43 states,
as well as 36 Inventory properties.  As of Sept. 30, 2007, NNN had
approximately $2.4 billion in undepreciated book assets and
approximately $1.3 billion in undepreciated book equity.


NETBANK INC: Court Approves Rogers Towers as Panel's Local Counsel
------------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida authorized the Official Committee of Unsecured Creditors
of NetBank Inc.'s Chapter 11 case to retain Rogers Towers P.A.,
as its local counsel, nunc pro tunc Nov. 6, 2007.

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Rogers Towers is expected to:

   a) render legal advice regarding the Committee's organization,
      duties and powers in this case;

   b) assist the Committee in its investigation of the acts,
      conducts, assets, liabilities, and financial condition of
      the Debtor, the operation of the of the Debtor's business
      and the Debtor's business and the desirability of continuing
      the same, the potential sale of the Debtor's assets, and any
      other matter relevant to this case or the formulation and
      analysis of any plan of reorganization or plan of liquid
      ation;

   c) attend meetings of the Committee and meetings with the
      Debtor, its attorneys, and other professionals, as requested
      by the Committee;

   d) represent the Committee in hearings before the Court;

   e) assist the Committee in preparing all necessary motions,
      applications, responses, reports, and other pleadings in
      connection with the administration of this case; and

   f) provide other legal assistance as the Committee may deem
      necessary and appropriate.

The firm's professionals and their compensation rates are:

      Professional                Designation     Hourly Rate
      ------------                -----------     -----------
      Betsy C. Cox, Esq.          Shareholder        $325
      J. Ellsworth Summers. Esq.  Associate          $240
      Jacob J. Payne, Esq.        Associate          $200
      Jim K. Farrar               Paralegal          $140

To the best of the Committee's knowledge the firm does not
hold any interest adverse to the Debtor's estate and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

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

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  As of Sept. 25, 2007, Debtor
listed total assets at $87,213,942 and total debts at
$42,245,857.


NETBANK INC: Court OKs Kilpatrick Stockton as Committee's Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida gave the Official Committee of Unsecured Creditors in
NetBank Inc.'s Chapter 11 case to retain Kilpatrick Stockton LLP
as its attorney, nunc pro tunc Nov. 6, 2007.

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Kilpatrick Stockton is expected to:

   a) render legal advice regarding the Committee's organization,
      duties and powers in this case;

   b) assist the Committee in its investigation of the acts,
      conducts, assets, liabilities, and financial condition of
      the Debtor, the operation of the of the Debtor's business
      and the Debtor's business and the desirability of continuing
      the same, the potential sale of the Debtor's assets, and any
      other matter relevant to this case or the formulation and
      analysis of any plan of reorganization or plan of liquid
      ation;

   c) attend meetings of the Committee and meetings with the
      Debtor, its attorneys, and other professionals, as requested
      by the Committee;

   d) represent the Committee in hearings before the Courtl;

   e) assist the Committee in preparing all necessary motions,
      applications, responses, reports, and other pleadings in
      connection with the administration of this case; and

   f) provide other legal assistance as the Committee may deem
      necessary and appropriate.

Todd C. Meyers, a partner of the firm, will bill $525 per hour
until Nov. 30, 2007.  In Mr. Meyers' affidavit, he will charge
$565 per hour commencing Dec. 1, 2007, for this engagement.

To the best of the Committee's knowledge the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Court.

Mr. Meyers can be reached at:

      Todd C. Meyers, Esq.
      Kilpatrick Stockton LLP
      1100 Peachtree Street, Suite 2800
      Atlanta, GA 30309-4530
      Tel: (404) 815-6500
      Fax: (404) 815-6555
      http://www.kilpatrickstockton.com/

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

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  As of Sept. 25, 2007, Debtor
listed total assets at $87,213,942 and total debts at
$42,245,857.


NETBANK INC: Creditors Have Until Feb. 15 to File Proofs of Claim
-----------------------------------------------------------------
The Honorable Jerry A. Funk of the United States Bankruptcy Court
for the Middle District of Florida established Feb. 15, 2008, as
the last day whithin which NetBank Inc.'s creditors may file their
proofs of claims.

All governmental units may file their proofs of claim on or before
March 26, 2008.

Proofs of claims must be filed at the clerk's office at this
address:

    Clerk of the United States Bankruptcy Court
       for the Middle District of Florida
    300 North Hogan Street Suite 3-350
    Jacksonville, FL 32202

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

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  As of Sept. 25, 2007, Debtor
listed total assets at $87,213,942 and total debts at
$42,245,857.


NEW CENTURY: Court Approves Termination of Captive Policies
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has authorized New Century Financial Corp. and its debtor-
affiliates to terminate all of NCMC Insurance Corporation's
remaining contractual obligations under the "captive" insurance
policies, and directed NCMC Insurance to return the set-off amount
to the Debtors.  Accordingly, the automatic stay under Section 362
of the Bankruptcy Code is modified, to the extent necessary.

In connection with NCMC Insurance's dissolution, the Court
directed the Debtors to comply with the applicable requirements
under Hawaii corporate and insurance law.

The Court also directed the Debtors to notify James M. Trush,
Esq., at Trush Law Office in Costa Mesa, Calif., of the
Hawaii dissolution proceedings.

Mr. Trush is counsel for Daniel J. Rubio, John Hicks, David
Vizcarra.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Daniel J. Rubio, John Hicks, David Vizcarra, objected to the
termination of the "captive" insurance policies, and asked the
Court to deny the motion, or order that NCMC Insurance Corporation
segregate $1,000,000 for paying their claims.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.

The Debtors' exclusive period to file a plan expires on Dec. 20,
2007.  (New Century Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NEW WORLD: Posts $731,079 Net Loss in Third Quarter
---------------------------------------------------
New World Brands Inc. reported a net loss of $731,079 on net sales
of $4.2 million for the third quater ended Sept. 30, 2007,
compared with a net loss of $619,376 on net sales of $4.3 million
in the corresponding period in 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$6.5 million in total assets, $1.8 million in total liabilities,
and $4.7 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?2619

                       Going Concern Doubt

During the first three quarters of 2007, during the fiscal year
2006 and in prior years, the company incurred ongoing substantial
losses and used cash from operating activities in 2006 and in
prior years.  These conditions raise substantial doubt about the
company's ability to continue as a going concern without access to
substantial additional capital or undertaking a restructuring or
discontinuance of non-profitable business divisions or activities.

                      About New World Brands

Headquartered in Eugene, Ore., New World Brands Inc. (OTC BB:
NWBD.OB) -- http://www.nwbtechnologies.com/-- is a
telecommunications sales and service company, focusing on products
and services utilizing Voice over Internet Protocol technology.
As a result of the sale of the its former subsidiary, IP Gear
Ltd.,, the company is no longer in the VoIP equipment research and
development and manufacturing business, and instead currently
focuses on two principal lines of business: (i) resale and
distribution of VoIP and other telephony equipment, and related
professional services, particularly as the exclusive North
American distributor of TELES AG Informationstechnologien and IP
Gear Ltd. products; and (ii) telephony service resale, direct call
routing and carrier support.


NEXIA HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $685,025
--------------------------------------------------------------
Nexia Holdings Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $4.6 million in total assets, $5.2 million in total
liabilities, $97,678 in minority interest, and $685,025 in total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $532,062 in total current assets
available to pay $2.6 million in total current liabilities.

The company reported a net loss of $1.3 million on total revenue
of $762,666 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $1.7 million on total revenue of $434,575 in
the same period last year.

The increase in total revenue is due to inclusion of sales
revenues from the operations of the Landis Salon and Black
Chandelier operations of Gold Fusion Laboratories Inc., which was
acquired in September of 2006.

Nexia recorded operating losses of $1.2 million for the three
month period ended Sept. 30, 2007, compared to losses of
$1.5 million for the comparable period in the year 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?261b

                       Going Concern Doubt

De Joya Griffith & Company LLC, in Henderson, Nev., expressed
substantial doubt about Nexia Holdings Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditing firm reported that the company has incurred
cumulative operating losses through Dec. 31, 2006, of $15,568,646,
and has a working capital deficit of $990,123 at Dec. 31, 2006.

                    About Nexia Holdings Inc.

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC
BB: NEXA) -- http://www.nexiaholdings.com/ -- is a diversified
holdings company with operations in real estate, health & beauty,
and fashion retail.


NOVELL INC: SEC Inquiries Prompt Delay in 2007 Earnings Release
---------------------------------------------------------------
Novell Inc. has decided to postpone its fourth quarter and full-
year 2007 earnings release and conference call.  The release of
its fourth quarter and full-year results was initially scheduled
Wednesday, Dec. 5, 2007.

Novell received a comment letter from the Securities and Exchange
Commission, dated Aug. 7, 2007, regarding Novell's Form 10-K for
the fiscal year ended Oct. 31, 2006, and its Form 10-Q for the
quarterly period ended April 30, 2007.  Novell delivered a
response letter to the SEC on Sept. 20, 2007.  On Oct. 18, 2007,
Novell received a second comment letter from the SEC indicating
that the SEC had reviewed Novell's response to the Aug. 7, 2007,
letter.  The second comment letter was limited to certain
accounting matters.  Novell responded to the SEC's second comment
letter on Nov. 7, 2007, and is awaiting a response.

"We are confident of our accounting and are working diligently
with the SEC to respond to their inquiries," said Dana C. Russell,
chief financial officer of Novell.  "In an abundance of caution,
we have chosen to postpone our earnings release.  We look forward
to completing our dialogue with the SEC."

Novell intends to release its fourth quarter and full-year 2007
earnings upon the completion of the SEC's review.  Novell is
unable to estimate when the process will be completed, but
currently expects to file its Form 10-K for the fiscal year ended
Oct. 31, 2007, on or before its due date of Dec. 31, 2007.

Last May 23, 2007, Novell Inc. disclosed that it completed its
self-initiated, voluntary review of the company's historical
stock-based compensation practices and determined the related
accounting impact.  The scope of the review covered approximately
400 grant actions from Nov. 1, 1996, through Sept. 12, 2006.  As a
result of the review, Novell delayed the filing of its quarterly
reports on Form 10-Q for the fiscal quarters ended July 31, 2006,
and Jan. 31, 2007, and its annual report on Form 10-K for the
fiscal year ended Oct. 31, 2006.

The Audit Committee, together with its independent outside legal
counsel, did not find any evidence of intentional wrongdoing by
any former or current Novell employees, officers or directors.
Novell determined, however, that it utilized incorrect measurement
dates for some of the stock-based compensation awards granted
during the review period.

                        About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell Inc. (Nasdaq:
NOVL) -- http://www.novell.com/-- delivers infrastructure
software for the Open Enterprise.  Novell provides desktop to data
center operating systems based on Linux and the software required
to secure and manage mixed IT environments.

                          *     *     *

Novell Inc.'s subordinated debt carries Moody's Investors
Service's B1 rating.


PAN AMERICAN: Foreclosure Protection Extended Until December 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
extended the automatic stay prohibiting Pan American General
Hospital LLC from foreclosing until Dec. 12, 2007, Bill Rochelle
of Bloomberg News reports.

According to Bloomberg, the extension was prompted after the
the Debtor earlier told the Court that it has an offer for
$2.3 million that would more than pay the mortgage it holds in
full.

Headquartered in El Paso, Texas, Pan American General Hospital
LLC -- http://www.pachosp.com/--  owns and operates a physician-
owned hospital that is licensed for 100 beds and is fully
accredited by the Joint Commission on Accreditation of
Healthcare Organizations, Medicare, and the Texas Department
of Health.

The company filed for Chapter 11 protection on August 6, 2007
(Bankr. W. D. Tex. Case No. 07-30935).  E.P. Bud Kirk, Esq. in
El Paso, Texas serves as the Debtor's counsel.  When the Debtor
filed for bankruptcy, it listed total assets and debts between
$1 million to $100 million.  Glenn Grimsley was listed as the
Debtor's largest unsecured creditor holding a claim of $1,088,063.


PERFORMANCE TRANS: U.S. Trustee Picks Five-Member Creditors Panel
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
five members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Performance Transportation Services Inc.
and its debtor-affiliates.

The Creditors Committee members are:

   1. Central States Southeast & Southwest
      Areas Pension and Health and Welfare Funds
      Attn: Robert Coco
      Central States Law Department
      9377 West Higgins Road
      Rosemont, IL 60018

   2. Teamsters National Automobile Transporters
      Negotiating Committee
      Attn: Fred Zuckerman
      25 Louisiana Avenue N.W.
      Washington, D.C. 20001

   3. Relational LLC
      Attn: Dean Frankel
      3701 Algonquin Road
      Suite 600
      Rolling Meadows, IL 60008

   4. Doremus Newark LLC
      Attn: Jon R. Levine
      145 Rosemary Street
      Entry E
      Needham, MA 02494

   5. Strategic Protection Group, Inc.
      Attn: David Clemons
      25900 Greenfield Road
      Suite 144
      Oak Park, MI 482377

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtor concerning the administration of
       the bankruptcy case;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability of the
       continuance of the business, and any other matter
       relevant to the case or to the formulation of a plan of
       reorganization for the Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

                About Performance Transportation

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 restructuring 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. 32; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Taps Hodgson Russ as Bankruptcy Co-Counsel
-------------------------------------------------------------
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 Hodgson Russ LLP as co-counsel with
Jones Day, nunc pro tunc to Nov. 19, 2007.

John Stalker, chief financial officer of Performance
Transportation Services Inc., and 13 other debtor-affiliates,
says Hodgson Russ has participated in most of the large
and complex Chapter 11 cases in the district.  Mr. Stalker
reminds the Court that Hodgson Russ was employed by the Debtors
in their PTS I bankruptcy cases.

Hodgson Russ will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession continuing to operate
       and manage their businesses and properties under
       Chapter 11 of the Bankruptcy Code;

   (b) prepare, on behalf of the Debtors, any necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules and other documents, and
       review financial and other reports to be filed in the
       Chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices and
       other papers that may be filed and served in the
       Chapter 11 cases;

   (d) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, financing agreements,
       debt and cash collateral orders and related
       transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of the liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit
       of their estates;

   (g) counsel the Debtors in connection with the formulation,
       negotiation and promulgation of a plan or plans of
       reorganization and related documents;

   (h) advise and assist the Debtors in connection with any
       potential property dispositions;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections
       and lease restructurings and recharacterizations;

   (j) assist the Debtors in reviewing, estimating and
       resolving claims asserted against the Debtors' estates;

   (k) commence and conduct any and all litigation necessary
       or appropriate to assert rights held by the Debtors,
       protect assets of the Debtors' chapter 11 estates or
       otherwise further the goal of completing the Debtors'
       successful reorganization;

   (l) provide general corporate, litigation, regulatory and
       other nonbankruptcy services as requested by the
       Debtors; and

   (m) appear in Court on behalf of the Debtors as needed in
       connection with the foregoing and otherwise; and

   (n) perform any other necessary or appropriate legal
       services in connection with the Chapter 11 cases for or
       on behalf of the Debtors.

Mr. Stalker assures the Court that Hodgson Russ and Jones Day
will function cohesively to ensure that legal services provided
to the Debtors by each firm are complementary rather than
duplicative.

The Debtors will pay Hodgson Russ on an hourly basis in
accordance with its ordinary and customary hourly rates:

     Professional              Rate
     ------------              ----
     Lawyers               $130 - $575
     Paralegals             $75 - $195

The Debtors will reimburse the firm of its actual and necessary
out of pocket expenses.

Garry M. Graber, Esq., a partner at Hodgson Russ LLP, in Buffalo,
New York, relates that during the period from the
PTS I emergence date to the PTS II Petition Date, the Debtors have
paid Hodgson Russ $65,784 as compensation and reimbursement for
professional services performed and expenses.

Mr. Graber assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code and
as required by Section 327(a) of the Bankruptcy Code.

                About Performance Transportation

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


PERFORMANCE TRANS: Can Use All Cash Collateral of Secured Lenders
-----------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Western
District of New York to use all cash collateral of their secured
lenders prior to the bankruptcy filing, provided that the use of
the cash collateral will be limited to the types of expenditures
contained in the Debtors' budget.

The Hon. Lewis A. Kaplan held that the total disbursements for a
particular week may not differ from the total contained in the
Budget by more 10% and revenues may be less than indicated,
provided that Net Cash Flow as set forth in the Budget, must not
fall more than $400,000 below the amount indicated in any
particular week or $800,000 cumulatively.

Judge Kaplan said the secured lenders prior to bankruptcy filing,
are entitled to adequate protection of their interest in the cash
collateral, to the extent that their interests in the collateral
constitute valid and perfected security interests and liens as of
the bankruptcy filing, for and equal in amount to the aggregate
diminution in value, if any, of the secured lenders' collateral.

The Debtors' right to use Cash Collateral will automatically
terminate without further Court order:

   (i) on Dec. 14, 2007, if the Final Cash Collateral Order
       has not been entered prior to that date;

  (ii) upon prior written notice to the Debtors if the Debtors
       use cash collateral in violation of the budget;

(iii) if the Debtors fail to timely satisfy the Intermediate
       Milestones; or

  (iv) a trustee under chapter 7 or 11 of the Bankruptcy Code,
       or an examiner with powers relating to the operation of
       the business that is not acceptable to the First Lien
       Agent and the Second Lien Agent will be appointed in any
       of the chapter 11 cases and the order appointing that
       trustee, responsible officer or examiner is not vacated
       within 30 days.

The Official Committee of Unsecured Creditors will have 60 days
from the Petition Date to file, on behalf of the Debtors' estates
objections or complaints respecting the validity, extent,
priority, avoidability or enforceability of the Prepetition Debt
or the Prepetition Secured Lenders' prepetition liens and security
interests.

                About Performance Transportation

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


PETROQUEST ENERGY: Moody's Lifts Corp. Family Rating to B3
----------------------------------------------------------
Moody's Investors Service upgraded PetroQuest Energy Inc.'s
Corporate Family Rating to B3 from Caa1, its Probability of
Default Rating to B3 from Caa1, and its senior unsecured note
rating to Caa1 (LGD 4, 68%) from Caa2 (LGD 4, 68%).  The rating
outlook is stable.  The ratings upgrade reflects PetroQuest's
track record over the last couple of years of growing production
and reserves and continued efforts by the company to diversify its
portfolio mix away from the very short lived Gulf coast basin and
the Gulf of Mexico shelf into longer lived properties.

PetroQuest has successfully achieved material production growth
over the last couple of years, with production levels in the first
nine months of 2007, on average, 22% greater than 2006 levels.  In
addition, the company has grown proved developed reserves by about
41% over the past three years.  PetroQuest's success in growing
its production has resulted in improving trends in its financial
leverage, as measured by debt/production.  Debt/average daily
production was $14,298 in the third quarter of 2007, down from
$22,237 in 2005. While the company's financial leverage, as
measured by debt/PD reserves, has remained high at $12.54/boe,
Moody's expects increases in debt to be limited over the near-
term, as the company is expected to maintain capital spending
within cash flow in 2008.

Management has continued to steadily diversify the company into
longer lived properties, with the goal of having long lived
reserves represent 40-50% of its production profile and 75% of its
reserves.  In 2002, 100% of the company's reserves and production
were in the Gulf Coast and GOM, as compared to approximately 40%
and 70%, respectively, as of Sept. 30, 2007.  PetroQuest has
allocated 36% of its capital budget in 2007 to the Arkoma basin,
followed by 31% in East Texas, 19% in the Gulf of Mexico, and 15%
in South Louisiana, and in 2008 expects to allocate over half of
its capital budget to the Arkoma basin.  PetroQuest expects that
approximately 40% of its 2008 production will be generated from
the Arkoma Basin and East Texas.  Nevertheless, Moody's notes that
PetroQuest's efforts to diversify its portfolio have resulted in
an increased focus on unconventional resource plays, which tend to
be capital intensive, and that the company remains in the very
early learning stage on the Woodford and Fayetteville shales.
Maintaining even flat production in unconventional plays can be
highly capital intensive as a result of steep first year
production declines.  In addition to high capital commitments, the
company also faces productivity and commercial risks associated
with its non-producing acreage in these plays.

The B3 Corporate Family Rating remains restrained by the company's
small scale in terms of total proven developed reserves and
production, which despite portfolio diversification efforts,
continues to have material concentrations in the Gulf Coast and
GOM shelf, with reliance on two offshore fields for approximately
48% of its production.  The company's significant reliance on the
Gulf Coast basin and GOM shelf results in a particularly short
proved developed producing reserve life of about two years based
on annualized third quarter 2007 production.  Given the risks
associated with the company's size and concentration, as well as
its still early phase of evaluation and production results in the
Woodford and Fayetteville shales, Moody's believes the B3 rating
has minimal flexibility for any material increases in leverage.

The stable rating outlook assumes the company will limit
increases in financial leverage, as measured on a debt/PD reserve
basis, and continue to mount production gains and successfully
replace reserves at reasonable costs for the B3 rating.

While unlikely over the near-term, positive rating action over the
medium term would likely be a function of increased scale and
diversification in tandem with the successful completion of its
transition to longer-lived properties, including establishing a
track record of consistent production and reserve growth at
competitive costs.  Acquisitions funded with sufficient equity
that add diversification and durability to the existing property
base without materially pressuring leverage on the PD reserve base
could also be positive for the ratings.

The ratings or outlook could be pressured if capital productivity
deteriorates, if sequential quarterly production trends were to
materially decline, or if leverage on PD reserves materially
increases.

PetroQuest Energy, Inc. is headquartered in Lafayette, Louisiana.


PYRAMIDS CHILD: Case Summary & 25 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Pyramids Child Development Center
             2155 Route 22B
             Morrisonville, NY 12962

Bankruptcy Case No.: 07-13344

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Dorsett-Felicelli, Inc.                    07-13345

Type of Business: The Debtors provide child care, early
                  intervention and education for preschool &
                  special children.  See http://pyramidscdc.org/

Chapter 11 Petition Date: December 5, 2007

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtors' Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ, L.L.P.
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333

                            Total Assets           Total Debts
                            ------------           -----------
Pyramids Child Development  $1,947,021             $1,154,664
Center

Dorsett-Felicelli, Inc.     $120,000               $986,797

A. Pyramids Child Development Center's 18 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       941 Payment for       $34,741
P.O. Box 2508                  November, 2007
Cincinnati, OH 45201
                               941 Payment for       $23,092
                               October, 2007

Excellus                       Health Insurance      $61,062
Utica Business Park
12 Rhoads Drive
Utica, NY 13502

New York State Electric & Gas  Worker's              $10,025
Corp.                          Compensation
P.O. Box 5600
Ithaca, NY 14852-5600
                               Utilities             $1,918

Jaime Reale                    Rent                  $4,000

Margi A. Carter                Employee Wages        $3,555

Assurant/Union Security Life   Long-Term Disability  $2,989
Insurance Co. of New York      Insurance

Innovative Risk Concepts, Inc. Worker's              $2,924
                               Compensation

Ausable Valley Central School  Field Trip/Rent       $2,660
District

Adirondack Community Action    Rent/Field Trip       $2,456
Programs, Inc.

Philadelphia Insurance Cos.    Agent: Agency         $2,153
                               Insurance Brokers,
                               Inc.

Northern Insuring Agency, Inc. Worker's              $1,880
                               Compensation

The Gourmet Gal, L.L.C.        Kitchen Services      $1,656

West & Company, CPA's, P.C.    Accounting Services   $1,525

N.O.V.A.T.E.C.                 Hardware              $1,479
                               Consultant

A.F.L.A.C. New York            Employee Benefits     $1,316

Canon                          Lease                 $1,188

Burgundy Room Conference       Meetings and          $1,039
Center                         Seminars

Sunoco Corporate Card          Gas                   $987
Processing Center

B. Dorsett-Felicelli, Inc's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Champlain National Bank        value of security:    $955,000
Attention: Jon J. Cooper,      $45,000
President and C.E.O.
3900 N.Y.S. Route 22
P.O. Box 130
Willsboro, NY 12996

Kroll                          Server Investigation  $20,687
P.O. Box 30835
Newark, NJ 07188-0835

Robert Cohen, Esq.             Legal                 $9,460
181 Wood Sale Drive
Ballston Lake, NY 12019

New York State Insurance Fund  Worker's              $678
                               Compensation

Ford Motor Credit              Lease                 $518

Camelot Copy Center                                  $412

N.Y.S. Department Taxation &   Penalty for           $43
Finance                        Late Withholding
                               Payment


REMY WORLDWIDE: Emerges from Chapter 11, Completes Sale of Knopf
----------------------------------------------------------------
Remy Worldwide Holdings Inc. has emerged from chapter 11
protection less than 59 days after filing its pre-packaged plan of
reorganization and petitions.

As reported in the Troubled Company Reporter on Nov. 21, 2007, the
pre-packaged plan of reorganization was confirmed by the U.S.
Bankruptcy Court for the District of Delaware on November 20.

In conjunction with its emergence from chapter 11, Remy also
disclosed that effective Dec. 6, the company has access to its
exit financing facility of up to $330 million, including a
$120 million revolving credit facility and term loans of
$210 million.  The company emphasized that this will provide Remy
with the liquidity required to continue to meet its financial
needs and operate its business in the coming years.

In addition, the sale of Remy's M&M Knopf Auto Parts subsidiary
was completed on Dec. 4, 2007.

"[The Chapter 11 emergence] marks the start of a new chapter in
Remy's history," John Weber, President and Chief Executive Officer
of Remy, said.  "In reaching this milestone Remy has effectively
restructured its debt and its commercial arrangements with General
Motors and as a result, strengthened its competitive position.  We
are excited to move forward as a revitalized and reenergized
company."

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.   Greenbert Traurig, LLP is the Debtors' special corporate
advisory and litigation counsel, and Ernst & Young LLP their
accountant, auditor and tax services provider.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.
(Remy Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Extends $750 Million Debt Securities Offering
------------------------------------------------------------------
Residential Capital, LLC reported an extension of the early tender
time for its cash tender offer for up to $750 million aggregate
principal amount of its Floating Rate Notes due June 9, 2008,
Floating Rate Notes due Nov. 21, 2008, 6.125% Notes due Nov. 21,
2008, and Subordinated Floating Rate Notes due April 17, 2009.

The new early tender time is 5:00 p.m. EST on Dec. 12, 2007,
unless extended by ResCap in its sole discretion.  Holders must
validly tender their notes prior to the early tender time in order
to be eligible to receive the early tender premium of $30 per
$1,000 principal amount of notes, which is included in the total
consideration offered in the tender offer.  The withdrawal
deadline has not been extended and, accordingly, notes tendered in
the tender offer may no longer be withdrawn.  The tender offer
expiration time remains 12:00 midnight EST on Dec. 19, 2007,
unless extended by ResCap in its sole discretion.

The tender offer is conditioned on the satisfaction of certain
conditions.  If any of the conditions are not satisfied or waived,
ResCap is not obligated to accept for payment, purchase or pay
for, and may delay the acceptance for payment of, any tendered
notes, in each event, subject to applicable laws, and may
terminate the tender offer.

The terms and conditions of the tender offer are described in
detail in the Offer to Purchase dated Nov. 21, 2007, and the
related Letter of Transmittal, the terms and conditions of the
tender offer set forth therein remain unchanged.

Banc of America Securities LLC and Citi are the dealer managers
for the tender offer.  Global Bondholder Services Corporation is
the information agent and depositary. Deutsche Bank Luxembourg
S.A. is the Luxembourg tender agent for the tender offer.  Persons
with questions regarding the tender offer should contact the
dealer managers: Banc of America Securities LLC toll-free at (866)
475-9886 or collect at (704) 386-3244 and Citi toll-free at (800)
558-3745 or collect at (212) 723-6106, or the information agent,
toll-free at (866) 294-2200.

                    About Residential Capital

Residential Capital LLC -- http://www.rescapholdings.com/-- is a
real estate finance company, focused primarily on the residential
real estate market in the United States, Canada, Europe, Latin
America and Australia.  The company's diversified businesses cover
the spectrum of the U.S. residential finance industry, from
origination and servicing of mortgage loans through their
securitization in the secondary market.  It also provides capital
to other originators of mortgage loans, residential real estate
developers, and resort and timeshare developers.

Residential Capital is the home mortgage unit of GMAC Financial
Services, which is in turn wholly owned by GMAC LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's downgraded to Ba3, from Ba1, its ratings on the senior
debt of Residential Capital LLC.  The outlook is negative.  This
concludes a rating review that was initiated on Aug. 16, 2007, at
which time senior debt was downgraded from Baa3.  This rating
action follows ResCap's $2.3 billion loss in Q307.

At the same time, Standard & Poor's Ratings Services removed its
ratings on Residential Capital LLC from CreditWatch, where they
were placed with negative implications on Oct. 17, 2007.  S&P also
lowered its long-term counterparty credit rating on Residential
Capital LLC to 'BB+/B' from 'BBB-/A-3'.  The outlook is negative.

The company, as of Nov. 16, 2007, holds Fitch's B short-term
ratings and BB+ long-term ratings.  Fitch has placed the ratings
under review for possible downgrade.


REVLON INC: Stockholder to Refinance Unit's $170 Mil. Sub. Loan
---------------------------------------------------------------
MacAndrews & Forbes Holdings Inc., Revlon Inc.'s stockholder,
which is owned by Ronald O. Perelman, has agreed to provide Revlon
Inc.'s operating subsidiary, Revlon Consumer Products Corporation,
with a $170 million Senior Subordinated Term Loan.

RCPC will use the proceeds of such term loan to repay in full the
$167.4 million remaining aggregate principal amount of its 8-5/8%
Senior Subordinated Notes, which matures on Feb. 1, 2008, and to
pay fees and expenses incurred in connection with such
transaction.  RCPC expects to close and fund the $170 million
Senior Subordinated Term Loan on Feb. 1, 2008.

The $170 million Senior Subordinated Term Loan from MacAndrews &
Forbes will bear interest at the rate of 11% per annum, which will
be payable quarterly in cash, and will be unsecured and
subordinated to RCPC's senior debt, with a final maturity of
Aug. 1, 2009.

MacAndrews & Forbes beneficially owns approximately 57% of the
company's outstanding Class A common stock, 100% of the company's
Class B common stock and 60% of the company's combined outstanding
shares of Class A and Class B common stock, which together
represent approximately 74% of the combined voting power of such
shares.

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE:REV) --
http://www.revlon.com/-- conducts its business through its direct
wholly owned operating subsidiary, Revlon Consumer Products
Corporation and its subsidiaries, which manufactures, markets and
sells an array of cosmetics, skincare, fragrances, beauty tools,
hair color and personal care products.  The company is a mass-
market cosmetics brand.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
The company's Sept. 30, 2007, consolidated balance sheet showed
$882.4 million in total assets and $2.03 billion in total
liabilities, resulting in a $1.15 billion in total shareholders'
deficit.

Net loss in the third quarter of 2007 was $10.4 million, compared
with a net loss of $100.5 million in the third quarter of 2006.


RH DONNELLEY: Board Authorizes $100 Mil. Common Stock Purchase
--------------------------------------------------------------
R.H. Donnelley Corporation's board of directors has authorized the
purchase of up to $100 million of its common stock over the next
12 months.

These purchases will be made based on market conditions and other
factors and may be made or suspended at any time.

Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp. -- http://www.rhdonnelley.com/ --
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Fitch Ratings has affirmed the 'B+' issuer default ratings on R.H.
Donnelley Corp, R.H. Donnelley Inc., Dex Media Inc., Dex Media
East and Dex Media West.  Fitch has also taken these actions on
R.H. Donnelley Corp.: (i) IDR affirmed at 'B+'; (ii)
Senior unsecured upgraded to 'B/RR5' from 'B-/RR6'.


RITCHIE (IRELAND): Wants Auction Sale Deferred to January 9
-----------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and
Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd.
ask the U.S. Bankruptcy Court for the Southern District of
New York to postpone the auction sale of their assets until
Jan. 9, 2008, Bill Rochelle of Bloomberg News reports.

According to Bloomberg, the Debtors are seeking the extension
to give buyers more time to have all the information they need
to evaluate how much to bid.

The funds, Bloomberg says, are selling more than 1,000 life
insurance policies in the total face amount of $2.7 billion.

The public sale of the policies was previously moved from Nov. 9,
2007, to Dec. 10, 2008.

As reported in the Troubled Company Reporter on Oct. 8, 2007, the
Court approved the procedures proposed by the Debtors for the sale
of those policies, which constitutes all or substantially all of
the Debtors' assets.

To participate in the auction, initial overbids must be in an
amount of at least $1 million for any Ritchie I Asset Pool,
$.5 million for any Ritchie II Asset Pool and $3 million for a
bid on all the assets.

The Debtors sought Houlihan Lokey Howard & Zukin Capital Inc.'s
services in the sale process.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.
The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Jan. 16, 2008.


RIVERSIDE CASINO: Good Operation Cues Moody's to Lift Ratings
-------------------------------------------------------------
Moody's Investors Service upgraded Riverside Casino & Golf Resort,
LLC's corporate family rating to B2 from B3 and senior secured
bank term loan revolving credit facilities to B2 (LGD3, 35%) from
B3 (LGD3, 35%).  Moody's also raised the company's probability of
default rating to B3 from Caa1.  The rating outlook is stable.

The upgrade reflects Riverside's better than expected operating
results that have been sustained since the casino, hotel and
resort opened in August 2006.  Moody's expects year-end 2007 debt
to EBITDA and EBITDA to interest to approximate 3.9x and 2.7x,
respectively.  Riverside's proximity to Cedar Rapids has enabled
the property to establish a stable and growing customer base.
Additionally, Riverside has been able to grow despite the addition
of new gaming supply to the north (Isle of Capri-Waterloo) and
several upgraded facilities at existing properties to the east.

The stable ratings outlook anticipates continued modest growth in
the central Iowa market and no material new competition in the
foreseeable future.

Moody's last rating on Riverside occurred on Feb. 20, 2007 when
the rating outlook was revised to positive.

Riverside Casino and Golf Resort, LLC is the single operating and
wholly-owned subsidiary of Washington County Casino Resort, LLC.
Riverside owns a casino, hotel and golf resort located in
Washington County, Iowa.  The property, which cost $110 million to
construct, began operations on Aug. 31, 2006, and features a
58,000 square foot casino, a 200 room hotel, championship golf
course, 1,200 seat convention center and 2,400 parking spaces.


SCO GROUP: Court Approves Tanner LLC as Accountant
--------------------------------------------------
The SCO Group Inc. and its affiliate, SCO Operations Inc.,
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Tanner LC as their accountants.

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Tanner LC is expected to perform an audit of the Debtors'
consolidated financial statements for the year ending Oct. 31,
2007, and to assist the Debtors in reviewing their financial
statements and other documents necessary for the Securities and
Exchange Commission submissions.

Kent M. Bowman, an auditor at Tanner LC, told the Court the
Debtors agreed to pay an estimated amount of approximately
$196,000.  The firm's reviews of the 10-Q's will bill a fixed fee
of $22,500 per 10-Q report.  For all other services in connection
with the services rendered, the firm will bill at the normal
customary rate.

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

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/--  provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.  The company has office locations in
Australia, Austria, Argentina, Brazil, China, Japan, Poland,
Russia, the United Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The U.S. Trustee failed to
form an Official Committee of Unsecured Creditors in these cases
due to insufficient response from creditors.  The Debtors'
exclusive period to file a chapter 11 plan expires on March 12,
2008.  The Debtors' schedules of assets and liabilities showed
total assets of $9,549,519 and total liabilities of $3,018,489.


SCO GROUP: Court Permits CFO Solutions to Provide Company w/ CFO
----------------------------------------------------------------
The SCO Group Inc. and its affiliate, SCO Operations Inc.,
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware, to employ CFO Solutions LC to provide their company
with a chief financial officer.

As reported in the Troubled Company Reporter on Nov 8, 2007,
CFO Solutions provides consulting services and temporary employees
to staff CFO and other key financial positions in companies.

CFO Solutions proposed the appointment of Ken Nielsen as the
Debtors' chief financial officer.

Mr. Nielsen is expected to assist the Debtors in financial and
general management matters, including, evaluating and implementing
strategic and tactical options through the restructuring process.

Specifically, Mr. Nielsen will:

    a) develop and implement cash management strategies
       and reporting protocols;

    b) develop and evaluate various restructuring
       alternatives and negotiate with key creditors and
       other stakeholders;

    c) assist in day-to-day oversight and management of
       the Debtors' operations; and

    d) counsel and assist the Debtors through the marketing
       and sale process, or other reorganization strategies,
       including the identification of the highest and best
       transaction, and to assist with such other matters as
       may be requested that fall within the firm's expertise
       and mutually agreeable.

The Debtors told the Court that the firm will charge $150 per
hour.  Of the total amount, Mr. Nielsen will receive $105 through
the Debtors' payroll and $45 will be paid to the firm.

The Debtors also related that they agreed to pay the firm an
amount not to exceed 30% of Mr. Nilesen's annual salary, minus all
amounts paid to the firm, as of the date of termination as a
placement fee, if Mr. Nielsen will be terminated prior to the
expiration of the six month term.

Furthermore, the Debtors agreed to pay the firm $40,000 minus 70%
of any severance amounts paid to Mr. Nielsen, if the Debtors
terminate Mr. Nielsen, without cause, or if Mr. Nielsen is unable
to perform the services.

If the Court does not approve the hourly payments to the firm
under the agreement, the Debtors have agreed to compensate the
firm 30% of Mr. Nielsen's annual base salary, as a placement fee
for a chief operating officer.

To the best of the Debtors' knowledge, the Mr. Nielsen holds
no interest adverse to the Debtors' and their estates and is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/--  provides
software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.  The company has office locations in
Australia, Austria, Argentina, Brazil, China, Japan, Poland,
Russia, the United Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The U.S. Trustee failed to
form an Official Committee of Unsecured Creditors in these cases
due to insufficient response from creditors.  The Debtors'
exclusive period to file a chapter 11 plan expires on March 12,
2008.  The Debtors' schedules of assets and liabilities showed
total assets of $9,549,519 and total liabilities of $3,018,489.


SOFA EXPRESS: Files for Chapter 11 Protection in Nashville
----------------------------------------------------------
Sofa Express Inc. filed for bankruptcy protection with the U.S.
Bankruptcy Court for the Middle District of Tennessee in
Nashville, Heath E. Combs and Cling Engel of Furniture Today
report.

According to Furniture Today, the company sent letters to
government officials and its store managers this week, notifying
them that they would close down their retail stores and terminate
their services due to its financial condition, and to "secure its
financial future".

Based in Groveport, Ohio, Sofa Express Inc. dba Sofa Express and
More -- http://www.sofaexpress.com/-- manufactures and retails
home furniture, beds, and related accessories, and owns 44 retail
stores in Ohio, Tennessee, Florida, and the Carolinas.  The
company ranks at number 40 on 2007's Furniture/Today Top 100
ranking of U.S. furniture stores based on sales.


SOFA EXPRESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sofa Express, Inc.
        4600 South Hamilton Road
        Groveport, OH 43125

Bankruptcy Case No.: 07-09024

Type of Business: The Debtor is a furniture retailer.

Chapter 11 Petition Date: December 6, 2007

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine, II

Debtor's Counsel: William L. Norton, III
                  Boult, Cummings, Conners & Berry P.L.C.
                  P.O. Box 340025
                  Nashville, TN 37203
                  Tel: (615) 252-2397
                  Fax: (615) 252-6397

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Klaussner Industries, Inc.     $18,050,490
Attention: Diane Croker
907 North Central Highway
49 South
Asheboro, N.C. 27204

Spring Air Co.                 $334,994
Attention: John Baird
1111 Nicholas Boulevard
Elk Grove, IL 60007

Liberty Furniture Industries   $289,865
Attention: Lisa Brown
6195 Purdue Drive
Atlanta, GA 30336

Steve Silver Co.               $169,857

Stein World                    $139,866

Magnussen                      $123,195

Guardian Products              $91,634

Powell                         $81,840

W.C.M.H.                       $79,262

Dalyn Rug                      $77,476

W.T.H.R.                       $69,101

W.J.W. Television              $66,750

W.K.Y.C.                       $65,747

Tempo Lighting                 $64,209

W.B.N.S.                       $63,197

W.B.T.V.                       $56,567

Vertis, Inc.                   $55,453

W.S.M.V.                       $51,765

W.S.O.C.                       $49,852

Riverside Furniture            $49,474


TECO ENERGY: Moody's Lifts Debt Rating to Baa3 from Ba1
-------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
rating of TECO Energy, Inc. to Baa3 from Ba1 and upgraded the
senior unsecured debt rating of TECO Finance, Inc., which is fully
and unconditionally guaranteed by TECO, to Baa3 from Ba1.  The
rating outlook for TECO and TECO Finance is stable.  This
concludes the review of TECO's ratings initiated on Apr. 19, 2007.
Moody's also affirmed the ratings of Tampa Electric Company (Baa2
senior unsecured) and changed its rating outlook to positive from
stable.

The upgrades are prompted by the closing of the sale of TECO's
transport subsidiary for a purchase price of $405 million, subject
to working capital adjustments, and the company's continued
deleveraging at the parent company level.  Net proceeds from the
sale are expected to be approximately $375 million.  "Proceeds
from the TECO Transport sale will facilitate TECO's debt reduction
program and contribute to an improvement in financial metrics to
sustainable investment grade levels going forward," said Michael
G. Haggarty, Vice President and Senior Credit Officer.

The upgrade is also prompted by TECO's intention to retire an
additional $300 million of parent company debt due 2010 with the
sale proceeds through a tender and exchange offer for parent
company debt.  This debt reduction will be in addition to $357
million of parent company debt already retired in early 2007, as
well as the repayment of $111 million of parent guaranteed TECO
Transport debt at maturity in September 2007.  "As a result of the
tender and exchange offer, TECO will have a more manageable debt
maturity profile over the next several years as it not only pays
down debt, but also extends the maturity of $300 million of parent
company debt due in 2011 and 2012 by five years," said Haggarty.

The upgrade considers the reduced business risk throughout the
TECO organization following both the sale of TECO Transport and
the expiration of synfuel related tax credits at the end of 2007.
These positive developments come after several years during which
the company was proactive in exiting its merchant generating
activities and putting renewed focus on its core businesses, which
include the regulated utilities Tampa Electric and Peoples Gas,
coal producer TECO Coal, and electric power subsidiary TECO
Guatamala, which consists of a part ownership of a distribution
utility and two power plants.  TECO's remaining businesses are
more reliable and less volatile sources of cash flow for the
parent compared to the company's previous business mix.

The stable outlook on the ratings of TECO and TECO Finance
reflects Moody's expectation that lower debt levels at the parent
company will allow the company to maintain credit metrics at low
investment grade levels, including operating cash flow prior to
changes in working capital interest coverage in the 4.0 times
range and operating cash flow prior to changes in working capital
to debt in the 20% range.  The stable outlook also considers lower
anticipated cash flow volatility from its remaining businesses and
a large capital expenditure program at Tampa Electric, which will
require some equity infusions from the parent company.

The revision of the rating outlook of Tampa Electric to positive
from stable reflects the utility's strong financial and operating
performance; lower business risk and reduced debt levels at the
parent company following the sale of TECO Transport and the
expiration of synfuel tax credits; a constructive regulatory
environment in the state of Florida; and the company's decision to
indefinitely delay construction of an integrated gasification
combined cycle or IGCC plant at its Polk County site.  This
decision will reduce the aggregate level of Tampa Electric's
projected capital expenditures considerably over the next several
years while lowering the risk and uncertainty associated with
carbon capture and sequestration technology and potentially
substantial project cost increases.  A rating upgrade of the
utility could be considered if there is additional clarity on the
size and timing of its capital expenditure program and the
magnitude and regulatory response to potential rate increases
related to these capital expenditures.

Ratings upgraded with a stable outlook include:

  * TECO Energy, Inc.'s senior unsecured debt, to Baa3 from
    Ba1.

  * TECO Finance Inc.'s senior unsecured debt, guaranteed by
    TECO Energy, to Baa3 from Ba1.

Ratings affirmed with a positive outlook include:

Tampa Electric's Baa2 senior unsecured debt and Issuer Rating.

TECO Energy, Inc. is a diversified energy company headquartered in
Tampa, Florida and the parent company of Tampa Electric Company
and TECO Finance, Inc.


THORPE INSULATION: ERC and Westport Oppose Employment of Firms
--------------------------------------------------------------
The Employers Reinsurance Corporation and Westport Insurance
Company, parties-in-interest, ask the U.S. Bankruptcy Court for
the Central District of California to deny the request of Thorpe
Insulation Company and Pacific Insulation Company to employ:

   a. Snyder Miller & Orton as special litigation counsel;

   b. Morgan Lewis & Bockius LLP as special insurance counsel; and

   c. the Honorable Charles B. Renfrew (ret.) as futures
      representative.

The complainants' substantive memoranda in opposition is yet to be
filed with the Court.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Pacific had asked the Court for permission to appoint Honorable
Charles B. Renfrew to represent future asbestos claimants.

Thorpe had also sought for permission to employ Morgan,
Lewis & Bockius LLP as its special insurance counsel, effective as
of Oct. 15, 2007.  Morgan Lewis will represent the Debtors in
connection with their pending insurance coverage litigation and
related matters.

Further, Thorpe had sought for authority to employ Snyder Miller &
Orton LLP as their special litigation counsel.  Thorpe expected
Snyder to work in conjunction with Morgan, Lewis & Bockius LLP, in
providing legal services to the Debtor in the management and
resolution of its asbestos-related liabilities.  Thorpe has signed
a special fee agreement with Morgan dated Jan. 13, 2006, and
executed by the Debtor on Jan. 16, 2006.

Barry R. Ostrager, Esq., Deborah L. Stein, Esq., and Robert J.
Pfister, Esq., at Simpson Thacher & Bartlett LLP represent the
Employers Reinsurance Corporation and Westport Insurance Company
in this case.

                     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: Chicago Balks at Hamilton as Rep.'s Consultant
-----------------------------------------------------------------
The Chicago Insurance Company, party-in-interest, wants the U.S.
Bankruptcy Court for the Central District of California to deny
the request of Charles B. Renfrew, proposed futures representative
of Pacific Insulation Company, debtor-affiliate of Thorpe
Insulation Company, to retain Hamilton, Rabinovitz & Associates as
his expert consultants.

In addition, Chicago wants the Court to defer any hearing on Mr.
Renfrew's request to retain Fergus Law Firm as counsel, which was
initially set for Dec. 12, 2007.

Chicago relates that Mr. Renfrew's request to retain professionals
to serve him are conditioned upon his appointment as futures
representative, which has not yet been approved by the Court.

Specifically, Chicago intends to oppose Thorpe's application to
have Mr. Renfrew appointed as futures rep for both Thorpe and
Pacific.  Chicago contests that there is conflict of interest
because Thorpe, Pacific and other Fults family-owned company,
Farwest, had hired and paid Mr. Renfrew and his counsel
prepetition to serve as contractual futures rep.  Therefore,
Chicago says, he is disqualified from appointment postpetition
given the requirements that "a futures rep must be strictly
independent of all entities whose interests are or may be adverse
to those of future claimants".

Mark d. Plevin, Esq., at Crowell & Morning LLP represents Chicago
Insurance Company in this case.

As reported in the Troubled Company Reporter on Dec. 5, 2007, 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."

The TCR said on Dec. 4, 2007, that 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.


TRUMAN CAPITAL: Fitch Junks Rating on Class B Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on Truman Capital
transactions:

Series 2002-1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BB' from 'BBB+';
  -- Class B downgraded to 'C/DR5' from 'CC/DR4'.

Series 2002-2
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BB-'from 'BBB-';
  -- Class B remains at 'C/DR5'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $17.5 million in outstanding certificates.  The
downgrades, affecting approximately $19.1 million, are the result
of deterioration in the relationship between CE and expected
losses.

Both transactions have experienced monthly losses that have
exceeded excess spread in at least 11 of the last 12 months,
causing the overcollateralization amount to be at or near zero. As
a result, the class B bonds have incurred principal writedowns,
thus reducing the CE of the M-2 bonds.  Series 2002-1 and 2002-2
have serious delinquencies (loans delinquent more than 60 days,
inclusive of loans in foreclosure, bankruptcy, and real estate
owned) of 46.79% and 50.89%, respectively, and current cumulative
losses of 14.04% and 10.77%, respectively.

The collateral for the above series consists of performing, sub-
performing and re-performing fixed- and adjustable-rate mortgage
loans, secured by first and second liens on residential
properties.  All of the loans are serviced by Select Portfolio
Servicing, rated 'RSS2+' by Fitch.  Truman Capital acquired the
loans from various originators.

Series 2002-1 and 2002-2 are seasoned 67 and 59 months,
respectively, and their pool factors are approximately 15% and
14%, respectively.


UNISYS CORP: Considers Offering $250 Million of Senior Notes
------------------------------------------------------------
Unisys Corporation intends to offer, subject to market and other
conditions, $250 million of senior notes.  The company plans to
use the net proceeds to redeem, the $200 million of its 7-7/8%
senior notes due April 2008 and for general corporate purposes.

The offering will be marketed by a group of underwriters for which
Bear, Stearns & Co. Inc., Banc of America Securities LLC and
Citigroup Global Markets Inc., will act as joint book-running
managers.

A copy of the preliminary prospectus supplement, the accompanying
prospectus and the final prospectus supplement, when available, is
available free of charge by contacting:

      a) Bear, Stearns & Co. Inc.
         Attn: Prospectus Department
         383 Madison Avenue
         New York, NY 10179
         Tel (866) 803-9204

      b) Banc of America Securities LLC
         Attn: Capital Markets Operations
         3rd Floor, 100 West 33rd Street,
         New York, NY 10001
         Tel (800) 294-1322

     c) Citigroup Global Markets Inc.
        Attn: Prospectus Department
        8th Floor, Brooklyn Army Terminal
        140 58th Street
        Brooklyn, NY 11220
        Tel (877) 858-5407

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation
(NYSE: UIS) -- http://www.unisys.com/-- is an information
technology services and solutions company.  The company provides
consulting, systems integration, outsourcing and infrastructure
services, combined with powerful enterprise server technology.

Unisys reported a third-quarter 2007 net loss of $31.0 million.
Tax expense in the quarter increased to $36.8 million from
$16.0 million in the third quarter of 2006.  The company's third-
quarter 2007 results also included $19.3 million in other expense,
compared with $400,000 of other income in the year-ago quarter.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Moody's Investors Service placed the B2 corporate family and
senior unsecured ratings for Unisys Corporation on review for
possible downgrade.


UNITEDHEALTH GROUP: Owns Up to Errors in Customer Service Relation
------------------------------------------------------------------
UnitedHealth Group Inc. has confessed to the mistakes it made in
attending to problems relating to customer service, according to
the Associated Press.  However, the company is initiating
improvements on its poor customer service by:

   * showing doctors and patients, on the day of a doctor's visit,
     how a claim will be paid,

   * paying doctors more quickly,

   * giving incentives to employees for quality and patient
     advocacy first, and productivity second.

AP says insurance brokers and doctors have been grumbling about
UnitedHealth's delays in resolving billing issues.

In addition, the company admits that the acquisition of PacifiCare
in 2005, which lost 145,000 members due to targeted re-positioning
actions, contributed to the dissent of doctors and patients, AP
relates.

Based in Minneapolis, Minnesota, UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                          *     *     *

The company's 2-1/4% senior convertible debentures due 2023 holds
Standard & Poor's BB+ rating.


UNITEDHEALTH GROUP: Current & Former Execs Agree to Give Up $900MM
------------------------------------------------------------------
UnitedHealth Group Inc. disclosed that the Special Litigation
Committee, an independent committee comprised of two former
Minnesota Supreme Court Justices, has concluded its review of
claims relating to the company's historical stock option practices
brought against certain of the company's current and former
officers and directors in federal and state derivative lawsuits.
Based on its exhaustive, 15 month review, the SLC reached
settlement agreements on behalf of the company with UnitedHealth
Group's former Chairman and CEO William W. McGuire, M.D., former
General Counsel David J. Lubben, and former Director William G.
Spears.

In addition, the SLC concluded that all claims against all named
defendants in the derivative suits, including current and former
UnitedHealth Group officers and directors should be dismissed.
The SLC's conclusions are reflected in a final report delivered to
the United States District Court for the District of Minnesota and
the Hennepin County District Court, State of Minnesota.

Under the McGuire settlement agreement, Dr. McGuire will:

   * surrender to UnitedHealth Group certain stock options to
     acquire 9,223,360 shares of company stock, which the SLC has
     valued at approximately $320 million;

   * surrender his interest in the company's Supplemental
     Executive Retirement Plan, valued at approximately
     $91 million;

   * surrender to the company approximately $8 million in his
     Executive Savings Plan Account; and

   * relinquish claims to other post-employment benefits under his
     Employment Agreement.

The amounts, combined with a previous repricing of all stock
options awarded to Dr. McGuire from 1994 to 2002, result in a
total value to be relinquished by Dr. McGuire in excess of
$600 million.

Under the Lubben settlement agreement, Mr. Lubben will:

   * surrender to UnitedHealth Group his stock options to acquire
     273,000 shares of Company stock, which the SLC has valued in
     excess of $3 million; and

   * repay to the company $20.55 million of the compensation
     realized by him as a result of his March 2007 exercise of
     stock options.

These amounts, combined with a previous repricing of stock options
awarded to Mr. Lubben, result in a total value relinquished by Mr.
Lubben of approximately $30 million.

Under the Spears settlement agreement, the fair settlement value
of the company's claims against him will be determined by binding
arbitration.

The SLC has valued the total amounts to be relinquished pursuant
to these settlement agreements, together with the value previously
and voluntarily relinquished by current and former executives
through the surrender and repricing of options, to be
approximately $900 million.

The settlement agreements and the dismissal of the derivative
actions are subject to notice to the company's shareholders and
Court approval.

"The Board of Directors, on behalf of the company and its
shareholders, would like to express its deep appreciation for the
extraordinary work of Justices Blatz and Stringer, the members of
the independent, special committee created by the Board,
throughout this lengthy and thorough process," Richard Burke,
Chairman of the Board of Directors, said.

The SLC is comprised of two retired Minnesota State Supreme Court
justices, former Chief Justice Kathleen Blatz and former Justice
Edward Stringer.  Pursuant to Minnesota law, the Board of
Directors created the independent SLC and delegated to it complete
authority to review the claims in the derivative litigation and
determine whether those claims should be pursued on behalf of the
company.

A full-text copy of the Lubben Settlement Agreement is available
for free at http://ResearchArchives.com/t/s?2624

A full-text copy of the McGuire Settlement Agreement is available
for free at http://ResearchArchives.com/t/s?2625

                    About UnitedHealth Group

Based in Minneapolis, Minnesota, UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                         *     *     *

The company's 2-1/4% senior convertible debentures due 2023 holds
Standard & Poor's BB+ rating.


UNIVERSAL PROPERTY: Posts $41.7 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Universal Property and Development Corp. reported a net loss of
$41.7 million on total revenue of $12.3 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$1.4 million on total revenue of $141,217 in the same period last
year.

For the nine months ended Sept. 30, 2007, the company reported a
net loss of $102.1 million on total revenues of $20.6 million,
compared with a net loss of $2.1 million on total revenues of
$343,848 in the same period last year.

For the three and nine months ended Sept. 30, 2007, natural gas
sales revenue was $446,880 and $711,622, compared to $35,528 and
$70,005 for the same period during 2006.  The revenues were the
result of production in the Canyon Creek, Catlin and Heartland
subsidiaries.  The increase was primarily due to Catlin and
Heartland production as in 2006 Catlin's Palo Pinto Acquisition
and Heartland were not yet acquired.

For the three and nine months ended Sept. 30, 2007, oil and
condensate sales revenue was $11.8 million and $19.9 million
compared to $105,689 and $273,843 for the same periods during
2006.  The increase in revenue was primarily the result of the
sale of condensate in the Continental subsidiary that was acquired
in 2007.

The primary reason for the increase in net loss for both the three
and nine months ended Sept. 30, 2007, is the loss on
settlement of notes payable for common stock on Continental.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$22.8 million in total assets, $15.3 million in total liabilities,
$839,106 in minority interest, and $6.7 million in total
shareholders' equity.

                       Going Concern Doubt

KBL LLP, in New York expressed substantial doubt about Universal
Property and Development Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006 and 2005.  The
auditing firm reported that the company has suffered recurring
losses from operations, and is dependent upon the sale of equity
securities to provide sufficient working capital to maintain
continuity.

                     About Universal Property

Headquartered in Juno Beach, Fla., Universal Property Development
and Acquisition Corporation (OTC BB: UPDA.OB) is engaged in the
oil and natural gas acquisition, production, and development
industry.  UPDA currently has operations in the State of Texas.


URS CORP: Completed WGII Deal Cues Moody's to Cut Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of URS Corporation to Ba2 from Ba1 following the company's
announcement it had completed the acquisition of Washington Group
International, Inc.  The ratings outlook is stable.  This rating
action concludes the review for possible downgrade initiated on
May 30, 2007 following the announcement that URS had entered into
a definitive agreement for the acquisition of Washington in a cash
and stock transaction valued at approximately $2.6 billion.
Additional instrument rating actions are detailed below.

Moody's took these rating actions:

  -- Corporate Family Rating to Ba2 from Ba1
  -- Probability of Default Rating to Ba2 from Ba1

These ratings which were prospectively assigned to debt issued at
URS Corporation are now made definitive:

  -- $700 million senior secured first lien revolver due 2012,
     to Ba1 (LGD 3, 34%) from (P) Ba1 (LGD 3, 34%)
  -- $1,100 million senior secured first lien term loan A due
     2012, to Ba1 (LGD 3, 34%) from (P) Ba1 (LGD 3, 34%)
  -- $300 million senior secured first lien term loan B due
     2013, to Ba1 (LGD 3, 34%) from (P) Ba1 (LGD 3, 34%)
  -- The Speculative Grade Liquidity Rating to SGL-2 from SGL-1

These ratings are withdrawn:

  -- $300 million senior secured revolver due 2010, Baa3 (LGD
     2, 20%) (facility cancelled);
  -- $350 million senior secured term loan B due 2011, Baa3
     (LGD 2, 20%) (facility repaid);

The rating outlook for URS is stable.

The downgrade of the Corporate Family Rating to Ba2 following the
completion of the transaction reflects the weakened credit
metrics, change in operating profile, and integration risk
associated with the acquisition of Washington Group International.
The credit metrics will be weak for the rating category and the
rating contemplates significant debt reduction, synergy savings
and substantial realization of the contract backlog over the
intermediate term as well as an absence of unexpected costs
relating to integration.  Strengths in URS's pro-forma competitive
profile include annual revenues of approximately $8.4 billion,
increasing breadth of services offered and exposure to Washington
Group's fast-growing global markets.  The acquisition will also
add additional diversity to URS's end markets and increase the
company's industry-leading global scale and nuclear power
capability.

Based in San Francisco, California, URS Corporation is an
engineering firm that provides a range of professional planning,
design, program and construction management, and operations and
maintenance services.  Revenues for the twelve months ended
Sept. 30, 2007 were approximately $4.7 billion.

Based in Boise, Idaho, Washington Group International, Inc.
provides design, engineering, construction, facilities and
operations management, environmental remediation, and mining
services to public and private sector clients in the United States
and internationally.  It operates through six segments: Power,
Infrastructure, Mining, Industrial/Process, Defense, and Energy &
Environment. Revenues for the twelve months ended Sept. 30, 2007
were approximately $3.7 billion. Following the acquisition,
Washington Group became a division of URS Corporation (Washington
Division).


VALENTEC SYSTEMS: Sept. 30 Balance Sheet Upside-Down by $8.1 Mil.
-----------------------------------------------------------------
Valentec Systems Inc.'s consolidated balance sheet showed
$24.3 million in total assets and $32.4 million in total
liabilities, resulting in an $8.1 million total stockholders'
deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $15.9 million in total current
assets available to pay $32.1 million in total current
liabilities.

The company reported a net loss of $2.5 million on revenues of
$2.9 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $1.9 million on revenues of $2.2 million in the
same period of 2006.

Loss from operations increased to $1.7 million during the three
months ended Sept. 30, 2007, compared with loss from operations of
$935,953 in the 2006 quarter, mainly as a result of an increase in
cost of goods sold as a percentage of revenues and increased
operating expenses.

Revenues for the nine months ended Sept. 30, 2007, were
$9.8 million compared to $13.0 million for the nine months ended
Sept. 30, 2006, a decrease of $3.2 million or 24.6%.  The decrease
in revenues is due to program delays experienced by Valentec's
subcontractors on the AMMO and Keshet Contacts as well as delays
caused by the fire on the company's 40mm manufacturing facility on
Aug. 14, 2006.

The company had a net loss for the nine months ended Sept. 30,
2007 of $5.9 million compared to a net loss of $4.0 million for
the nine months ended Sept. 30, 2006.  This was due primarily to
an increase in interest and financing expenses to support the
foreign military programs, an increase in cost of goods sold as a
result of resolving sub-tier supplier issues on specific
contracts, and delay in restarting of its 40mm manufacturing
facility as a result of the fire.

                 Liquidity and Capital Resources

For the nine months ended Sept. 30, 2007, the company had a
negative cash flow from operations of $1.2 million as compared to
a negative cash flow from operations of $4.9 million for the nine
months ended Sept. 30, 2006.  At Sept. 30, 2007, the company had
outstanding borrowings from non-related parties of $13.5 million.

The company has entered into a Master Factoring Agreement with
Rockland Credit Finance as an additional source of financing.  A
credit line of $10,000,000 was established to provide additional
working capital.  At Sept. 30, 2007, $8,378,343 was outstanding
under this line of credit.  Under the terms of the agreement,
Rockland Credit Finance has the option to increase the credit line
to $15,000,000 if the company has the collateral of accounts
receivable and unbilled accounts receivable to support the
increase.
In addition, the company has other lines of credit of $4,500,000
in the aggregate.  At Sept. 30, 2007, $4,430,000 was outstanding
under these lines of credit.

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?2612

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2007, Webb
& Company, P.A., of Boynton Beach, Florida, expressed substantial
doubt about Valentec Systems 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
auditor pointed to the company's working capital deficiency and
negative cash flows from operations.

The company currently does not have enough cash to continue
operations for twelve months.

                     About Valentec Systems

Minden, Louisiana-based Valentec Systems, Inc. -- (OTC BB: VSYNE)
-- http://www.valentec.net/-- is a supplier of mission-critical
conventional ammunition, pyrotechnic and related defense products.
The company markets its products to the United States Army,
Israeli Defense Forces and other Ministries of Defense in friendly
nations around the world.


VERIFONE INC: To Restate 2007 Quarterly Financial Statements
------------------------------------------------------------
Following a review by and on the recommendation of management,
VeriFone Holdings, Inc., 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,
investors are cautioned not to rely on VeriFone's 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.

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 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," Douglas G. Bergeron, Chairman and Chief
Executive Officer, said.  "I am committed to regaining your
confidence in VeriFone."

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.

Upon completion of its assessment of these errors, VeriFone
intends to file amended Quarterly Reports on Form 10-Q for the
periods 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

Headquartered in San Jose, California, VeriFone Holdings, Inc.
(NYSE: PAY) -- http://www.verifone.com/-- 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's secure
electronic payment solutions are designed to meet the needs of
merchants, processors and acquirers in developed and emerging
economies worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Standard & Poor's Ratings Services revised its outlook on VeriFone
Inc. to positive from stable, following continued positive
operating trends.  Ratings on the company, including the 'BB-'
corporate credit rating, were affirmed.


VERIFONE INC: Financial Restatement Cues Moody's Ratings Review
---------------------------------------------------------------
Moody's Investors Service placed the corporate family and senior
secured debt ratings of Verifone, Inc. under review for possible
downgrade following the company's recent announcement that it will
restate prior financial statements for the first three quarters of
the fiscal year 2007 due to accounting errors associated with its
valuation of inventories, prompting the company to issue a
statement of non-reliance on prior financial reports.  In
addition, Verifone also announced that it will delay announcement
of its Q4 2007 financial results.  The review reflects the
uncertainty surrounding the possible financial restatements
related to the accounting errors, indicating material weaknesses
in the company's disclosure and internal control over financial
reporting, as well as the potential impact on its liquidity
position.

The company said the restatement is principally due to errors in
accounting related to an overstatement of reported inventories and
understated cost of net revenues, which is anticipated to result
in reductions of previously reported GAAP pre-tax income by
approximately $29.7 million for the first nine months of 2007,
which is approximately 80% of its previously reported GAAP pre-tax
income of $37 million.  GAAP pre-tax income also includes expenses
related to amortization of purchased intangible assets and in-
process research and development.  Verifone is still evaluating
the impact of the restatement on net income for those periods.  As
per the management, there can be no assurances that Verifone or
its independent registered public accounting firm will not find
any additional accounting errors, requiring further adjustments.

In its review, Moody's will assess the progress of Verifone's
ability to timely file financial statements ahead of reporting
requirements; its internal review of the accounting errors and
subsequent impact on gross margins, profitability and inventory
valuation; the materiality of financial charges/restatements; and
any potential liquidity issues.  In addition, the review will also
assess Verifone's capital structure stemming from the company's
issuance of unrated $316 million of 1.375% senior convertible
notes and its impact to the existing senior secured debt ratings.

The ratings could be downgraded if any of these occurs:

  1. The outcome of the internal investigation is materially
     detrimental to the company's cash flows and/or financial
     position

  2. Identification of pervasive control weaknesses that cannot
     be remediated.

  3. Liquidity position deteriorates due to business operations
     and/or acceleration of bank debt and/or convertible notes.

The ratings could be stabilized at the existing level, if the
outcome of the accounting review and financial restatements is not
materially different from what the company has stated publicly to
date and the company is current on its financial statement filing
requirements with respect to its credit agreement and convertible
note indenture.

Moody's notes that Verifone maintains a cash and equivalents
balance of $213 million as of July 31, 2007, and has good market
position in the point of sale electronic payment solution market.
As of July 31, 2007, the company had $238 million of senior
secured term loan and $316 million of senior convertible notes
outstanding.

These ratings were placed on review for possible downgrade:

  -- B1 for Corporate Family Rating
  -- B2 for Probability of Default Rating
  -- B1 (LGD 3, 31%) for $40 million senior secured (first
     lien) revolving credit facility
  -- B1 (LGD 3, 31%) $500 million senior secured (first lien)
     term loan facility

Headquartered in Santa Clara, California, Verifone, Inc. is the
global market leader in the development and marketing of point-of-
sale electronic payment solutions.


WESTGATE FUNDING: Moody's Rates $19MM Class C Notes at Ba3
----------------------------------------------------------
Moody's Investors Service rated asset backed notes issued by
Westgate Funding 2007, LLC, which is a securitization program for
the timeshare receivables of Westgate Resorts, Ltd.

The complete rating action was as:

Issuer: Westgate Resorts 2007, LLC

Initial Servicer: Westgate Resorts, Ltd.

  -- $83 million Class A Asset Backed Notes, rated A2
  -- $33 million Class B Asset Backed Notes, rated Baa2
  -- Approximately $19 million Class C Asset Backed Notes,
     rated Ba3

All three classes of notes carry fixed rate coupons. At the time
of closing, there is 8% over-collateralization and a 2% cash
reserve.  Wen V. Zhang, an Assistant Vice President in Moody's
Structured Finance Group, explained that the ratings are based on
the credit characteristics of the pool and the transaction's
structural protections.

Moody's said that the Westgate timeshare receivables have
historically higher charge-off rates when compared to larger
competitors.  Compared with larger competitors in the timeshare
market such as Marriott, the credit quality of the timeshare
purchasers and the more limited number of resort locations within
the Westgate family contribute to the riskier credit profile of
the pool of loans.  The loans in this pool are based on selection
criteria that are relatively more stringent than those used in
some past Westgate transactions, and this, to some extent, is one
of the mitigating factors in this pool.

Timeshare receivables are loans to purchase deeded intervals at
vacation resorts.  The credit risk for this asset class must be
analyzed in light of the borrower's ability and willingness to pay
the loan.  The lack of significant underwriting standards and the
high loan-to-sale price ratios are additional risk factors
relative to other types of consumer assets.

Westgate owns and operates 28 timeshare resorts in 11 states.  The
loans in this transaction were generated from its resorts in
Florida, its Flamingo Bay project in Las Vegas, the Westgate Smoky
Mountain Resorts in Gatlinburg, Tennessee, the Westgate Historic
Williamsburg in Williamsburg, Virginia, and the Westgate Park City
Resort in Park City, Utah.  Although the majority of the units in
the Westgate resorts are in the Orlando, Florida area, Westgate
has executed an Affiliation Agreement with Interval International,
one of the two major timeshare exchange companies, which gives
timeshare owners the flexibility to go to other locations for
their vacation.

Westgate Resorts is wholly owned by Central Florida Investments,
Inc. which has been in the timeshare business since the 1980s and
is based in Orlando, Florida.


* Fitch Expects Improved Credit Quality for Packaging Industry
--------------------------------------------------------------
Fitch Ratings expects improving credit quality for the North
American packaging & containers industry in 2008.  Firms should
benefit from improved pricing, productivity and operational
efficiencies achieved in the past year, and in some cases asset
sales which have strengthened balance sheets going into 2008.  Raw
materials and energy costs remain the key risk facing the
industry, and Fitch expects that cost inflation, particularly for
energy, will pose a challenge to nearly all companies in 2008.  In
key packaging end-markets, Fitch sees sustained demand and stable
volumes in 2008.

Cost inflation in raw material inputs, production, and delivery
has forced packagers to focus on productivity, operational
efficiency, and in some cases asset realignment during 2007.
Fitch expects this trend to continue in 2008, and some companies
in the industry are likely to reduce capacity or divest less
profitable or commoditized businesses.  The primary focus will
continue to be cost containment and rationalization or surcharges
as inflation pressures remain a concern.  Contractual price
adjustments alone will not overcome margin pressure in all cases.

Fitch expects volume growth for most segments of the industry will
be 2%-4%, slightly ahead of a weakening U.S. GDP forecast, which
Fitch projects to be about 1.7% in 2008.  Stability in the key
food, beverage, and home and personal care markets should sustain
modest volume growth, even as discretionary spending may become
challenged.  Of course, higher than expected inflation or a slower
economic environment could challenge this outlook, and a variety
of risks could materialize to curtail growth in specific segments.

Packagers with global capacity such as Owens-Illinois (61% of 2006
revenues derived outside North America) and Crown Holdings (72%
outside the U.S.) should benefit from international growth
particularly in developing economies where GDP growth rates are
still projected to be anywhere from 5%-10% in 2008.  Those
positioned in these markets should continue to capture robust
volume growth.


Credit Fundamentals:

Fitch expects improving credit metrics for several packaging firms
in 2008.  Cash flows and internal liquidity are likely to improve
generally; margins should stabilize and could expand if firms
continue to achieve pricing objectives and execute operating
efficiencies; and debt balances will likely remain stable for most
firms.  Major balance sheet restructuring is less likely in 2008,
even for the most highly leveraged issuers.  Current liquidity is
solid in the industry and cash deployment has begun to lean toward
share repurchases for some companies, such as Crown Holdings.
Other priorities for cash will be global footprint expansion,
restructuring, and capacity rationalization in some cases.

Credit metrics for several Fitch rated issuers improved during
2007 as better operating performance led to improved cash flows
for some firms while others engaged in divestitures or asset sales
to deleverage their balance sheets.  Firms such as Owens-Illinois
and Solo Cup achieved substantial debt reduction through
divestitures during the year and are now better positioned to
improve cash flows and credit metrics in 2008.

Other firms such as Ball Corp. and Graham Packaging improved cash
flows through operational improvements, streamlining assets, or
reducing capital expenditures.  However, in Fitch's view, both
Ball and Graham may need to address performance issues with
plastic beverage packaging in 2008, perhaps through
rationalization or divestiture.  Some forms of this type of
packaging have become less profitable in recent years as
competition has increased.

As the U.S. dollar depreciated by over 10% versus the Euro during
the year, U.S.-based global packaging firms benefited from
favorable currency exchange, but, to the extent they carry
foreign-denominated debt, higher translated debt balances lessened
the potential effect on leverage metrics.  Further decline in the
dollar in 2008 is not likely to have real economic impact on most
packaging firms with the important exception that the dollar's
value could affect the pricing or trade flows of oil, natural gas,
and various raw material feedstocks and inputs.  The weaker dollar
may spur foreign-led acquisition in the U.S. in 2008 with
transactions more likely in the fragmented plastic packaging
segment.

Credit Markets and the Economy:

Fitch sees limited risk to most packaging companies in 2008 in the
wake of less liquid credit markets in the second half of 2007.
The liquidity position and debt maturity profile for many highly
leveraged packagers indicates sufficient financial flexibility and
low refinancing risk in most cases.  However, the tighter credit
conditions will likely lead to a slower M&A environment in 2008.

Fitch expects less interest in the sector from financial sponsors
as the balance likely shifts to M&A that is strategically
motivated in 2008.  There is some risk that companies wishing to
divest businesses or assets will have greater difficulty in 2008
than in the past several years, and valuations may fall as a
result.  Two large transactions could take place next year with
the sale of Alcan's and Alcoa's packaging businesses still
pending.  Both businesses are global in nature and serve a variety
of end-markets.  Alcoa's assets are valued at around $2 billion,
while Alcan's could be closer to $4 billion.  Interest from global
companies and private equity firms has been reported.  Given the
current credit market conditions, transactions may be delayed but
are still possible in 2008, especially if cash-rich strategic
interests enter the market.

Another pending transaction is the ultimate financing arrangement
for Hindalco's bridge facility which was put in place in 2007 to
fund the acquisition of Novelis.  The financing totals about $3
billion and is expected to be finalized in late 2007 or early
2008, but conditions in the global credit markets could affect the
timing of the transaction.

Fitch continues to believe that a potential recession in the U.S.
poses greater risk to smaller companies and those that derive a
greater share of business in North America.  However, the
packaging and containers sector in general is less sensitive to a
broad economic slowdown.  During the recession of 2001-2002, most
packaging firms did not see a material deterioration in credit
metrics, although some did show a modest contraction in
profitability.

Outlook for Major End-Markets:

The packaged food industry could experience a further change in
landscape in the coming year.  Restructuring activities have led
to a number of assets and brands changing hands as these companies
seek to stimulate growth and improve profitability.  Packaging
strategies will continue to play an important role in the food and
beverage categories.  The rapid pace of conversion from glass and
metal to plastics in some categories seems to have slowed somewhat
in 2007.  Even so, innovations such as Graham Packaging's new
clear polypropylene resealable food container could spur
additional conversions given it's transparent and light-weight
properties.  Flexible food packaging such as stand-up pouches
should continue to show solid growth.

As prices for agricultural commodities and food ingredients have
been climbing, packaged food makers and the food service industry
in general have been forced to raise prices to pass on cost
inflation.  A key question is whether packaging firms will also be
able to continue to achieve pricing power, given the multiple
sources of cost inflation - from cattle feed to energy and fuel -
that the food industry is coping with.  To date, higher costs have
been absorbed through productivity improvements, margin erosion in
some cases, and price increases, throughout the packaging and food
industry value chains.  However, there is some risk that demand
could at some point become sensitive to price, even in the stable
food and beverage markets.

For example, one area to watch in the coming year in particular is
the dairy segment.  With retail milk prices soaring by nearly 18%
in the first nine months of 2007, dairy-based products have met
elasticity in consumer demand, and firms have seen a material
weakening in unit volumes.  The lower volumes are in turn
affecting firms that supply dairy product packaging, such as milk
and yogurt containers.

In the beverage categories, carbonated soft drinks continue to
lose share to healthier options such as isotonic beverages and
bottled water, a trend which is likely to continue in 2008.
Isotonic beverages saw softer volumes in 2007, which Fitch
believes could continue in 2008, although there is some evidence
that a focus on promotion may be stimulating growth again.  The
beer category remains very competitive. Specialty and niche
products are stimulating demand and producing high growth rates
with glass packaging benefiting the most so far.

It is difficult to predict trends in substrate use in the food and
beverage markets.  Consumer preference, raw materials pricing, and
cost to deliver are part of the complex formula that contributes
to the packaging decision.

In the home and personal care categories, product innovation has
bolstered demand and unit volumes.  Innovative, value-added
packaging should continue to garner higher margins in some
categories.  Some household-product makers are anticipating higher
costs for packaging in 2008, as resin prices continue to be passed
through by converters.  In some cases though, Fitch anticipates
the packagers will face pressure as products move to smaller or
lighter plastic packaging in response to environmental or cost
concerns.

Outlook for Raw Materials:

Robust global demand for commodities is likely to support elevated
prices for packaging inputs such as steel tin plate, aluminum, and
soda ash.  Although prices for metals such as aluminum stabilized
through 2007, helped in part by less speculative activity, Fitch
expects the general raw materials trend to be stable, with little
chance of meaningful price declines in 2008.

Resin prices in North America have been trending higher in the
second half of 2007, spurred by rising oil prices and robust
export demand.  Further price increases are scheduled for many
resin types in the remainder of the year.  Fitch expects resin
prices to moderate somewhat in 2008, although further appreciation
in crude oil prices could dampen the expected softening.  Several
large polyethylene capacity additions in 2007 and 2008 should
begin to affect pricing for PET, HDPE, and LDPE particularly in
the second half of 2008 and more materially in 2009.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings in the North American packaging sector:

  -- Ball Corp. ('BB'; Outlook Stable)
  -- Crown Holdings, Inc. ('B+'; Outlook Stable)
  -- Graham Packaging Company, L.P. ('B-'; Outlook Stable)
  -- Graphic Packaging Corp. ('B'; on Rating Watch Evolving)
  -- Novelis, Inc. ('B'; Outlook Negative)
  -- Owens-Illinois, Inc. ('B'; Outlook Positive)
  -- Solo Cup Company ('B-'; Outlook Stable)
  -- Smurfit-Stone Container Corp. ('B+'; Outlook Negative)


* Fitch Expects Improvement for US Healthcare Sector in 2008
------------------------------------------------------------
Fitch Ratings expects that the U.S. Healthcare sector will face an
operating environment in 2008 that is similar to 2007, with strong
demand and cost containment efforts offsetting pressure from
pricing and product issues.  Fitch's 2008 outlook for the U.S.
Healthcare sector is stable.

Healthcare demand in the U.S. remains strong due to the aging
demographic of its population along with the industry's growing
ability to treat a wide range of health issues with new innovative
products and technology.  This strength in demand is a key
foundation upon which Fitch expects the industry to support steady
revenue growth in spite of competitive and regulatory pressures
that can have a negative impact on pricing and costs.  Pricing
pressure remains the largest offset to strong demand growth in
driving revenue growth.

While Fitch expects that the U.S. Healthcare industry will
generate revenue growth in 2008 at a rate that approximates 2007,
many of the same pricing pressures remain.  For example, the
generic drug industry will experience strong volume growth from
the loss of patent exclusivity of branded pharmaceuticals
representing greater than $8 billion of annual U.S. revenues.
Additionally, the growing popular desire to control healthcare
costs is leading to ever greater and more rapid generic drug
substitution.  Branded pharmaceutical companies have been the most
negatively affected by the growth in generics and this trend is
expected to continue in 2008 and accelerate in 2010 with the
patent expiration of a variety of very popular drugs.
Interestingly, the generic drug pharmaceutical companies also face
pricing pressure as generics move even more quickly to commodity
pricing levels with the increasing legitimacy of low-cost
producers in the U.S. market, including foreign manufacturers.

Similarly, Fitch expects medical device companies to continue to
face pricing and volume challenges associated with drug-eluting
stents and cardiac rhythm management.  These challenges will lead
to continued soft revenue growth for those companies in 2008 and
make it more important that new product development and
acquisitions be successful to meet the profitability void left by
DES and implantable cardioverter defibrillators.

In contrast to the above, Fitch expects that favorable pricing
trends and continued acquisitions will offset weak patient volumes
and continued problems in uncompensated care in the for-profit
hospital segment in 2008.

Fitch anticipates that the U.S. Healthcare industry will produce
EBITDA growth in 2008 comparable to 2007.  In spite of general
pricing pressure, EBITDA margins will be supported by on-going
cost containment and various restructuring activities of some
participants.  Fitch believes that capital spending will be
relatively flat in 2008 compared to 2007 and that this will lead
to stable free cash flow generation.  While shareholder-friendly
activities are expected to continue in 2008, Fitch believes that
this will continue at a lesser extent due to decreased leverage
buyout pressure associated with a tightening credit environment.
Acquisition activity is generally high in the U.S. Healthcare
industry due to the need to fill product pipeline gaps, acquire
manufacturing capabilities, or to scale existing business
segments.  While acquisition activity was very strong for the
sector in 2007, Fitch believes this will continue in 2008 with
further industry consolidation and a focus on 'bolt-on'
acquisitions.  Nevertheless, Fitch expects that debt totals will
remain relatively stable for the industry in 2008.

Finally, Fitch notes that sector performance could be
significantly affected by the enactment of any regulatory reform.
Fitch expects that many topics of interest will receive national
attention during the 2008 election year, including: universal
healthcare, a pathway for generic biologics, patent reform, and
direct government pricing negotiations.  However, despite the
increased attention to regulatory topics in 2008, Fitch believes
that meaningful changes to policy are unlikely to occur until
after the presidential election.

Fitch believes that credit ratings for most U.S. Healthcare
companies will be stable in 2008.  Additionally, Recovery Ratings,
which apply to speculative grade operators, should be relatively
stable as underlying operational or asset values are expected
remain unchanged and debt levels are expected to be steady.

Pharmaceutical Manufacturers:

Fitch expects that the U.S. pharmaceutical industry will see a
stable outlook in 2008 and will face an environment characterized
by sustained pressure on branded prescription drug pricing while
maintaining solid investment toward R&D programs.  Companies'
efforts to broaden product portfolios will be challenged by
increased regulatory agency scrutiny of adverse effects,
particularly those pertaining to the heart and kidney.  The total
of FDA approvals of new molecular entities in the coming year
could be near the low experienced in 2007. Prescription drug cost
control by managed care and third-party payers, with emphasis on
generic substitution, will exacerbate revenue losses and possibly
pressure margins for those firms with looming U.S. drug patent
expiries in the following year, specifically Merck (with Fosamax),
Abbott (with Depakote), and J&J (with Risperdal and Topamax).
Margin support in 2008 will be derived from the commercialization
of higher-margin specialty drugs, especially oncology products,
and continued cost containment initiatives.  Fitch expects margins
for brand-name pharmaceutical manufacturers to hold relatively
constant during 2008 despite the difficult industry conditions.

Fitch anticipates that consolidation of the generic pharmaceutical
industry will continue as generic firms attempt to gain leverage
with managed care and third-party payers in light of pricing
pressure.  Typically industry margins may remain as pressure from
generic drug pricing and low-margin authorized generic agreements
may be more or less offset by increased volumes and
commercialization of semi-exclusive generic pharmaceuticals.

Generally, cash flows for both generic and brand-name drug
companies are expected to cover capital requirements in 2008,
especially as firms continue to rationalize portfolios of research
and manufacturing facilities.  The pharmaceutical industry,
historically shareholder-friendly, is anticipated to devote
significant operating cash flow to raising dividends and
satisfying share repurchase programs, which could be accelerated
by the absence of viable acquisition opportunities.

Medical Devices:

Although demographics and advancements in medical technology are
expected to drive long-term growth for medical device companies,
Fitch, in general, has a negative outlook on this sector.  A
challenging environment for DES and ICD are expected to weigh on
the sector's profitability and cash flow generation in the near
term.

ICD and DES each account for approximately 15% of the medical
device market and carry relatively high margins.  Early on, both
platforms were expected to offer significant growth opportunities,
and companies built infrastructure to support this expected
growth.  However, safety questions regarding blood clots
associated with the use of DES has resulted in significant and
rapid revenue declines over the past year.  Similarly, product
performance issues have had a strong negative impact on the sales
of ICD.  This situation has led companies to reduce their cost
structures to reflect the present reality of the lack of success
associated with DES and ICD.  Fitch believes that ICD sales could
experience the start of a rebound in 2008 barring any additional
product performance setbacks.  Additionally, Fitch believes that
it is nearly impossible to determine whether there will be any
sales recovery associated with DES, because of the perception
problems associated with this product.

For-Profit Hospital Operators:

Fitch's outlook for the for-profit hospital industry in 2008 is
stable.  Uncompensated care - bad debt plus charity care and
discounts to the uninsured - and weak volumes were key challenges
for the sector in 2007 and are expected to remain so in 2008.
Fitch believes that providers will continue to experience high
levels of uncompensated care which will pressure EBITDA margins,
although there may be some moderation in the growth of bad debt.

In addition to bad debt, Fitch predicts providers will continue to
be challenged by weak volumes.  In Fitch's opinion, for-profit
hospital operators have been facing increased competition from
non-profit hospitals and from entrepreneurial physicians, which
have moved in-patient business into specialty hospitals,
outpatient facilities, or even the doctor's office.  Fitch expects
this trend to continue in 2008, and for providers to experience
little growth in inpatient admissions.

Although providers will be challenged by uncompensated care and
weak volumes, Fitch expects favorable pricing and acquisitions to
support credit metrics for the sector.  Managed care pricing is
largely set for 2008, and Fitch expects continued mid- to high-
single-digit pricing increases, on average.  Fitch believes the
new Medicare IPPS rules may be more of a challenge, particularly
for rural operators.  The adoption of the MS-DRGs, behavioral
offset, and other changes will result in rate increases below the
average experienced for the past couple of years.  However,
Medicare pricing is still expected to increase in 2008.  In
addition to pricing, Fitch believes growth will be driven by
acquisitions, with certain providers, such as Universal Health
Services and LifePoint, expected to be more active than others,
such as Community Health Systems and Tenet.

Fitch currently rates the healthcare sector as:

  -- Abbott Laboratories ('AA-', Outlook Negative)
  -- Allergan, Inc. ('A-', Outlook Stable)
  -- AmerisourceBergen Corp. ('BBB', Outlook Stable)
  -- Baxter International, Inc. ('A', Outlook Stable)
  -- Beckman Coulter, Inc. ('BBB', Outlook Stable)
  -- Boston Scientific Corp. ('BB+', Outlook Negative)
  -- Bristol-Myers Squibb Co. ('A+', Outlook Stable)
  -- Cardinal Health, Inc. ('BBB+', Outlook Stable)
  -- Community Health Systems, Inc. ('B', Outlook Stable)
  -- Covidien Ltd. ('A', Outlook Stable)
  -- DaVita Inc. ('BB-', Outlook Stable)
  -- Eli Lilly & Co. ('AA', Outlook Stable)
  -- Express Scripts Inc. ('BBB', Outlook Stable)
  -- HCA, Inc. ('B', Outlook Stable)
  -- Health Management Associates ('BB-', Outlook Negative)
  -- Johnson & Johnson ('AAA', Outlook Stable)
  -- LifePoint Hospitals, Inc. ('BB-', Outlook Stable)
  -- McKesson Corp. ('BBB+', Outlook Stable)
  -- Medco Health Solutions Inc. ('BBB', Outlook Stable)
  -- Merck & Co. ('AA-', Outlook Stable)
  -- Owens & Minor Inc. ('BBB-', Outlook Stable)
  -- Pfizer, Inc. ('AAA', Outlook Stable)
  -- Schering-Plough Corp. ('BBB+', Outlook Stable)
  -- Tenet Healthcare Corp. ('B-', Outlook Stable)
  -- Thermo Fisher Scientific, Inc. ('BBB+', Outlook Stable)
  -- Universal Health Services ('BBB', Outlook Stable)
  -- Watson Pharmaceuticals Inc. ('BBB-', Outlook Stable)
  -- Wyeth ('A-', Outlook Stable)


* Fitch Has Positive Outlook For NA Commc'l Aerospace Industry
--------------------------------------------------------------
Fitch Ratings has a positive outlook for credit quality in the
North American commercial aerospace industry in 2008, and a stable
outlook for credit quality in the North American defense sector.
The favorable outlook for commercial aerospace is based on demand
outside of North America, which has resulted in large order books
and strength in all commercial product segments.  Concerns about
economic weakness have increased in recent months, but Fitch
estimates that only a global recession would change the positive
outlook for commercial aerospace.

The defense credit outlook continues to be supported by high
Department of Defense spending levels, although spending growth in
the core budget should slow.  Supplemental defense spending to
support operations in Iraq and Afghanistan will likely continue
through 2008, and any impact from lower supplemental spending
would not be significant for several years due to the need to
reset and modernize equipment.  The outcome of the U.S.
presidential elections is not likely to affect core defense
spending until FY2011.

Global Exposure Limits Impact of U.S. Economic Slowdown

U.S. economic weakness could test the strength of the current
commercial aerospace upturn, but Fitch believes the industry would
pass that test because of the global diversity of commercial
aerospace demand.  For example, at least 75% of the current large
commercial aircraft backlog is from customers outside North
America.  In Fitch's view, there would need to be a substantial
amount of contagion leading to a global economic downturn for the
commercial aerospace outlook to become negative.  The sector is
not exhibiting signs of weakness at this time, as illustrated by
the strong orders for LCA and business jets in the past two-three
months.  The most significant concern would be that high fuel
prices and higher interest rates combine to compress already thin
airline profit margins.

Fitch will continue to monitor several key items for signs of a
change in commercial aerospace trends.  The business jet market
would likely be the first segment to show weakness, in Fitch's
opinion, because of substitute forms of travel and higher exposure
to North America demand.  Other data that will be watched include
global passenger traffic, global cargo traffic, global airline
profitability, delivery deferrals, and order cancellations.  Fitch
does not believe lower orders in 2008 would be a warning sign of
commercial aerospace weakness because of the high orders in the
past three years and the large backlogs in the industry.

There has been no noticeable impact on the aircraft finance market
from the 'credit crunch' at this point, but it is an area to watch
in 2008.  Given the large backlog in the commercial aerospace
industry (more than 6,000 LCA), there will be several hundred
billion dollars of new aircraft to be financed and insured over
the next several years.  Commercial aircraft have been a strong
asset class over the past few years, attracting a significant
amount of capital.  There were several capital market aircraft
transactions in 2007, but the market still mainly consists of
leasing companies and banks.  Fitch expects this to continue in
2008.  The healthy aircraft finance market has benefited some
manufacturers with finance subsidiaries which have been able to
reduce financing assets, raising free cash flow.

Commercial Aerospace

Fitch expects all segments of the commercial aerospace industry to
deliver solid growth in 2008, and this growth should continue into
2009.  Orders have exceeded expectations again in 2007, and Fitch
now projects that most parts of the commercial aerospace industry
will not reach a delivery peak until 2009 or 2010. Substantial
order backlogs provide a cushion to delivery estimates,
particularly in the LCA segment.  Markets outside of North America
continue to drive the strong demand for commercial aerospace
products, and the current demand is a mix of both a cyclical
upturn in some markets and secular growth in other markets.  Risks
to the outlook include exogenous shocks, changes in global
economic activity, supply chain pressures, execution on new
programs, production increases, and labor negotiations.

These expectations for some key commercial segments are
incorporated into Fitch's credit ratings:

  -- Large Commercial Aircraft: Fitch expects LCA deliveries
     from Boeing and Airbus to rise to approximately 980-1000
     aircraft (up 11%) in 2008 from approximately 890 aircraft
     in 2007, which is up about 7% from 2006 deliveries.  Fitch
     expects deliveries to rise to more than 1100 aircraft in
     2009, with further increases in 2010. Deliveries in 2008
     should be split nearly equally between the two
     manufacturers (with a slight edge possible to Airbus), and
     the mix between wide-body and narrow-body aircraft should
     be about the same in 2008 as in 2007, before shifting in
     favor of wide-body deliveries in 2009 as 787 production
     increases.  Orders have exceeded expectations for the
     third consecutive year, totaling more than 2,100 aircraft
     year-to-date.  Fitch expects orders to decline in 2008,
     but the book-to-bill ratio could still approach 1:1 in
     2008 given some pending aircraft campaigns.

     The order backlog at the end of 2007 should exceed 6,100
     aircraft, or more than six years worth of production at
     expected 2008 production rates.  The large backlog
     supports the rising delivery outlook, as does the
     production restraint exhibited by Boeing and Airbus so far
     in this upturn.  Orders from U.S. legacy airlines in the
     next several years could add further support to the
     upturn, although the likelihood of U.S. orders could be
     reduced by a U.S. recession or airline consolidation.
     Substantial order backlogs provide a cushion to the
     upturn, and Fitch estimates that cancellation of even 15-
     20% of existing orders would still leave the industry with
     enough backlog to support modest delivery increases for
     several years.  Risks to Fitch's outlook include supply
     chain constraints, execution of production increases and
     new aircraft programs (787 and A380), exogenous shocks
     such as terrorist attacks and disease pandemic, economic
     weakness, and labor issues (Boeing contract renewals and
     potential further cuts at Airbus with Power8).  Key events
     in 2008 will include 787 first flight (late first
     quarter), 787 first delivery (November/December), and the
     potential expansion of Airbus' Power8 restructuring
     program.

  -- The business jet market should continue to show strong
     growth in 2008, with expected deliveries up 14%-15%,
     excluding some VLJ deliveries which would bring growth
     rates up further.  Aircraft delivered in 2008 should
     exceed 1,200 units, up from more than 1,000 units in 2007,
     which is up 18-20% over 2006.  The key development in this
     segment continues to be the increasing percentage of
     orders from outside North America, with most manufacturers
     reporting that 50% or more of orders are coming from
     overseas.  Other drivers of the strong market include
     healthy corporate profits and liquidity, as well as
     replacement demand.  It now appears that the peak of the
     business jet cycle is in 2009 at the earliest.  Risks to
     the outlook include supply chain constraints, new
     entrants, and economic growth.  Fitch believes that the
     business jet market would be the first commercial
     aerospace segment to exhibit weakness in the face of an
     economic slowdown because there are substitute forms of
     travel and the segment has a higher exposure to North
     America than some other aerospace segments.

  -- The regional aircraft market rebounded in 2007 from a
     trough in 2006, and growth should continue in 2008.  It is
     useful to divide this segment into regional jets and
     turboprops.  RJ deliveries by Bombardier and Embraer will
     likely rise 18-20% in 2008 to 220-225 units after rising
     an estimated 9-10% in 2007, when Embraer's higher
     deliveries offset Bombardier's production decline.  There
     continues to be a shift to larger RJ's, while the 50-seat
     market has disappeared. RJ orders have been strong in
     2007, and a key development has been the turnaround in
     Bombardier's orders, which more than doubled.  Turboprops
     from Bombardier and ATR are benefiting from high fuel
     prices, and deliveries should rise 45-50% in 2007 to
     approximately 110 aircraft and around 20% in 2008.  New
     entrants are a key development to watch in this segment.
     The first flight of the Sukhoi Superjet 100 could occur in
     late 2007 or early 2008, and Mitsubishi's launch decision
     for the MRJ is expected in the first half of 2008.
     Bombardier's decision on whether to launch its CSeries
     airplane in the lower part of the LCA market will be an
     important event in 2008.

  -- Aftermarket/Services growth should be in the mid-to-high
     single digits in 2008, slightly above projected growth in
     global air traffic.  This high-margin segment is an
     attractive business, and it could be the focus of some M&A
     activity.  Drivers of longer-term growth in this segment
     include the aging of the regional jet and Airbus fleets,
     global air traffic growth, the growth of low cost
     carriers, and outsourcing by airlines and governments.
     Risks to the outlook include lower air traffic caused by
     economic weakness or shocks, leading to the parking of
     older aircraft.  A longer-term issue to watch is the
     growth of Parts Manufacture Approval material, which could
     cut into revenues and margins of original equipment
     aftermarket providers.

Defense Sector

High DoD spending levels continue to be the foundation of solid
credit quality in the defense sector.  DOD spending levels are
very high after strong growth in the past 10 years.  The recently
enacted FY2008 DoD appropriations budget and expected supplemental
funds for the War on Terror could bring DoD spending in FY2008 to
more than $670 billion, including about $176 billion for
modernization (procurement and RDT&E, the most relevant parts of
the budget for defense contractors) spending in the core budget.
Fitch's assumption for modernization spending growth over the next
few years is in the low to mid single digits, excluding
supplemental funding for the War on Terror. Spending in other
addressable markets such as Intelligence and NASA, as well as good
orders and rising backlogs in the first three quarters of 2007,
also support the outlook for 2008.  Concerns for the defense
sector include shareholder focused cash deployment, program
performance, program risks within the budget, and Congressional
pressure.

However, the spending environment is less favorable than it has
been in the past several years.  In addition to flatter growth,
the defense industry is getting more scrutiny from Congress, which
has begun to challenge spending growth on large programs. The lead
systems integrator trend is also being questioned.

Supplemental budgets have clouded the analysis of defense spending
in the past few years, but these supplemental budgets have
protected the core DoD budget from cuts, and they are increasingly
including some modernization funds that benefit the prime defense
contractors.  An important question is what impact the end of
operations in Iraq and Afghanistan would have on defense spending.
The most likely scenario is that spending would continue for
several years to 'reset' the military to full operational status.

Some important events for the defense industry in 2008 include the
submission of the FY2009 defense budget request (early February),
the award of the USAF tanker contract (early 2008), and the
elections in November.  The outcome of the presidential election
could have an impact on supplemental spending in 2009, but it is
not likely to have an impact on core defense spending for several
years.  Due to the timing and complexity of the DoD budgeting
process, the new President will not have a full impact on the
budget process until the FY2011 budget, although there could be a
modest impact on the FY2010 budget.

Cash Deployment, Debt Levels, M&A

Cash deployment will continue to be a key factor in North American
aerospace & defense rating trends.  Fitch calculates that the top
15 North American A&D companies had approximately $30 billion of
cash on hand at the end of the third quarter, which should be
augmented by typically strong fourth quarter cash generation and
solid free cash flow in 2008.  Most investment grade companies in
the sector are at or near their rating targets, and they generally
have strong credit metrics for their ratings.  As a result, Fitch
expects that debt reduction will not be a cash deployment priority
for most investment grade A&D companies in 2008.  Fitch expects
significant spending on share repurchases and pension
contributions, as well as for acquisitions and dividend increases.
Fitch also expects that this spending will be executed using free
cash flow and existing cash balances.  Non-investment grade
companies in the sector will focus on debt reduction and
acquisitions.  Overall, Fitch expects the amount of outstanding
debt in the A&D sector will decline in 2008, barring any large,
debt-funded acquisitions.  M&A activity in the A&D sector could
increase in 2008 because of lower valuations and less competition
from private equity firms.  Fitch expects the size of most
transactions will be less than several billion dollars.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings in the North American aerospace/defense sector.

  -- Alliant Techsystems Inc. ('BB'; Outlook Stable);
  -- Boeing Company (The) ('A+'; Outlook Positive);
  -- Bombardier Inc. ('BB-'; Rating Watch Positive);
  -- DRS Technologies, Inc. ('B+'; Outlook Stable);
  -- General Dynamics Corporation ('A'; Outlook Stable);
  -- Goodrich Corporation ('BBB'; Outlook Positive);
  -- Honeywell International Inc. ('A+'; Outlook Stable);
  -- L-3 Communications Corporation ('BB+'; Outlook Stable);
  -- Lockheed Martin Corporation ('A-'; Outlook Stable);
  -- Northrop Grumman Corporation ('BBB+'; Outlook Positive);
  -- Raytheon Company ('BBB+'; Outlook Stable);
  -- Rockwell Collins, Inc. ('A'; Outlook Stable);
  -- Textron Inc. ('A-'; Outlook Positive);
  -- Transdigm Group ('B'; Outlook Negative);
  -- United Technologies Corporation ('A+'; Outlook Stable).


* Fitch Says Issuers Have Capacity to Maintain Fin'l Measures
-------------------------------------------------------------
Most companies in the U.S. diversified industrial sector have
benefited from a sustained period of strong domestic and
international demand.  As a result, financial results have been
solid and issuers have used the opportunity to shore up their
operating and financial profiles where necessary.  Fitch Ratings
believes issuers have the capacity to maintain appropriate
financial measures in 2008 even in the event of weaker economic
conditions or continued volatility in the capital markets.

Stable Credit Trends:

The majority of diversified companies demonstrate solid credit
metrics within their respective rating categories, largely
reflecting the impact of favorable economic conditions in recent
years.  Not surprisingly, the number of rating upgrades and
downgrades during this period has been evenly balanced.  In some
cases, financial leverage is below expected long-term levels which
is not uncommon near the top of a credit cycle.  If economic
conditions deteriorate in the future, there could potentially be
an increase in rating downgrades.  However, many diversified
companies have effectively streamlined their operations and
financial flexibility and would be well-situated to cope with a
downturn.

In addition, diversified companies by their nature usually do not
have large exposures to any single industry sector.  Certain
companies such as Parker-Hannifin and Dover, for instance, are
diverse even within business segments, further broadening the
companies' market exposure.  As a result, swings in financial
performance tend to be more subdued than for companies
concentrated in one industry.  Growth at diversified companies
during the top of an economic cycle may lag other sectors but, on
the flip side, the impact of an economic downturn on financial
results can normally be expected to be less dramatic.

Potential Credit Concerns:

Economic Slowdown - There are growing concerns about the direction
of the U.S. economy.  Operating results have remained near
historically high levels although the pace of growth has slowed.
Corporate profits, for instance, grew only 2.7% in the third
quarter on a year-over-year basis and are on a declining trend.
GDP in the third quarter grew 4.9% but future growth is widely
expected to be substantially lower.

Some markets have been strong and are expected to remain so at
least through 2008, particularly energy-related markets and the
aerospace and defense sector.  Exposure to these markets varies
widely among diversified companies, but some of the companies that
are benefiting include Ametek, Eaton, Honeywell, ITT, Parker-
Hannifin and Textron.  High order rates and backlog levels in the
strongest market sectors should help to mitigate the impact of an
economic slowdown if it occurs.  So far, any weakness has been
largely limited to markets related to the U.S. homebuilding and
auto sectors.  Given the expanding presence in international
markets by diversified companies, the impact of these weak sectors
has so far been limited.

There has also been a trend in recent years toward reducing
exposure to the U.S. auto industry due to its long term
challenges.  Even so, the impact of the homebuilding and auto
markets could continue to affect certain end-markets in 2008 with
respect to residential lighting (Hubbell), residential air
conditioners (United Technologies) and domestic auto production
(Eaton).  Certain non-residential construction markets have
remained solid, but there are indications of potential weakness
such as the decline in non-residential construction in October
2007 reported by the U.S. Department of Commerce.

The risk of deteriorating conditions in the U.S. is partly offset
by continued economic growth in overseas markets which represent
the source of fastest growth for diversified companies for the
foreseeable future.  Exposure to the U.S. is further mitigated by
actions taken by diversified companies to locate operations
overseas to be close to customers and suppliers.  A number of
companies rated by Fitch already generate at least half of revenue
overseas including Harsco (62%) United Technologies (60%) and
Eaton (50%).  Other companies derive a smaller, but still
significant portion of sales from international customers
including Parker-Hannifin (40+%), Honeywell (37%) and ITT (35%).

However, shorter-term risks should be recognized.  First, the
perception that overseas markets are not as closely linked to the
U.S. economy as they were in the past may be accurate, but the
links have not disappeared.  Should the U.S. experience a
recession, demand in overseas markets could be negatively
affected.  Second, the economies in developing regions likely
remain more fragile and volatile than the U.S.  An economic
downturn in these regions could behave in unanticipated ways and
create challenges for companies that have a significant presence.

Volatile Credit Markets - As mentioned above, diversified
companies have coped relatively well with challenges in the
capital markets.  Fitch anticipates this will continue to be the
case in 2008.  However, market conditions can change quickly and
in unpredictable ways.  It remains to be seen how the sub-prime
mortgage situation will eventually be resolved and, until credit
markets stabilize, liquidity will represent a meaningful potential
risk.

Inflation - Inflation has not been a significant problem for the
U.S. economy for many years but the risk of higher inflation has
been increasing.  Strong global economic growth has contributed to
higher commodity prices that could potentially filter through to
the rest of the economy.  In the manufacturing sector, the pass-
through of higher costs has become routine but core inflation in
the overall economy still appears to remain within the Federal
Reserve's comfort range. However, any future increase in inflation
would give policy makers less room to maneuver as they use fiscal
and monetary policy to influence the economy.

Sufficient Financial Flexibility:

Liquidity - Despite tighter conditions in credit markets during
the past several months, diversified companies have been less
affected than financial firms and liquidity typically has not been
a significant concern.  Diversified companies have continued to be
active issuers of long term debt and the availability of bank
credit does not appear to have tightened noticeably.  By
comparison, however, the commercial paper market has been more
volatile, and even some F1 issuers have occasionally experienced
higher rates and shorter maturities. Potential credit concerns
about further turmoil in the credit markets are partly mitigated
by generally conservative debt structures that support financial
flexibility across the diversified industrial sector.  The issue
of liquidity risks for diversified companies is discussed more
fully in an Oct. 10 Fitch report 'U.S. Industrials: Limited Impact
of Liquidity Concerns'.

Discretionary spending - Unless the growth in earnings and cash
flow across the diversified sector reverses materially in 2008,
Fitch anticipates that companies will continue to deploy
discretionary cash for acquisitions and share repurchases.
Strategic buyers, which continue to actively pursue acquisitions,
may even see less competition from financial buyers, at least
temporarily, until credit markets stabilize.  On the other hand,
if the economy deteriorates there is a risk that prices paid for
recent acquisitions could have a negative impact on leverage.  A
downturn could potentially hurt operating results and impair the
ability of companies to fund expenditures and manage their debt
levels.  However, Fitch anticipates that in such a scenario, most
diversified companies would have the flexibility to reduce
discretionary spending, including share repurchases, to maintain
appropriate financial measures.

Focused Operating Strategies:

The current economic expansion, particularly in international
markets, has encouraged diversified companies to focus on their
core businesses.  They have exited non-core or low growth
businesses and made acquisitions as a way to enter attractive
product and geographic markets.  Furthermore, in response to high
raw material costs, movements in currency exchange rates, and the
increasing integration of the global economy, diversified
companies continue to rationalize their operations to improve
productivity and control costs.  Some of the specific actions
commonly taken include consolidating internal functions such as
purchasing, moving operations closer to customers, outsourcing the
production of commodity products, and upgrading and consolidating
information technology.  Such actions support the ability of
diversified companies to react quickly to changing market
conditions and to maintain their competitive positions.

These are the list of Fitch-rated issuers and their current Issuer
Default Ratings in the U.S. diversified industrial sector.

  -- AMETEK ('BBB'; Outlook Stable)
  -- Cooper Industries ('A'; Outlook Stable)
  -- Dover ('A'; Outlook Stable)
  -- Eaton ('A'; Outlook Stable)
  -- Flowserve ('BB'; Outlook Stable)
  -- Fluor ('A-'; Outlook Stable)
  -- Harsco ('A-'; Outlook Stable)
  -- Honeywell ('A+'; Outlook Stable)
  -- Hubbell ('A'; Outlook Stable)
  -- IDEX ('BBB+'; Outlook Stable)
  -- ITT Corporation ('A-'; Outlook Stable)
  -- Johnson Controls ('A-'; Outlook Positive)
  -- Kennametal ('BBB'; Outlook Stable)
  -- Parker-Hannifin ('A'; Outlook Stable)
  -- Rockwell Automation ('A'; Outlook Stable)
  -- SPX ('BB+; Outlook Stable)
  -- Textron ('A-'; Outlook Positive)
  -- Thomas & Betts ('BBB'; Outlook Stable)
  -- Tyco ('BBB'; Outlook Stable)
  -- United Technologies ('A+'; Outlook Stable)


* BOOK REVIEW: American Economic History
----------------------------------------
Author:     Seymour E. Harris
Publisher:  Beard Books
Paperback:  572 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/158798136X/internetbankrupt

American Economic History edited by Seymour E. Harris presents
different points of view by a number of experts and is a valuable
addition for any economic history collection.

This eclectic tome is an anthology of 15 chapters by 20 notable
contributors discussing and analyzing American economic history
from about 1800 to the late 1950s.

Each subject undertaken falls under one of four major rubrics:
major issues, broad issues of policy, determinants of income, and
regional growth. Specific topics include fiscal policy, patterns
of employment, unionism, economic fluctuations, population and
immigration, natural resources policies, etc.

All of them bolster Arthur Schlesinger, Jr.'s statement in the
opening chapter: "The economic experience of the United States
provides a compact example of the growth of an underdeveloped
country into a great and rich industrial state."

                             *********

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 ***